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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CREATIVE MASTER INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 11-2854355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
(Address of principal executive offices)
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1998 STOCK OPTION PLAN
(Full title of the plan)
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Carl Ka Wing Tong
President and Chief Executive Officer
Creative Master International, Inc.
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
(Name and address of agent for service)
(852) 2396-0147
(Telephone number, including area code, of agent for service)
Copies to:
Dale E. Short, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067C
(310) 553-4441
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount To Be Offering Offering Registration
To Be Registered Registered(1) Price(2) Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001
par value 230,000 $4.5625 $1,049,375 $292(2)
</TABLE>
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(1) In accordance with Rule 416 of the General Rules and Regulations under
the Securities Act of 1933, there also are being registered such
indeterminate number of additional shares of common stock as may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low price paid per share of the
common stock as reported by the Nasdaq National Market on September 24,
1999.
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We have amended our 1998 Stock Option Plan to add 230,000 shares of our
common stock, par value $.0001 per share, to the number of shares we have
available for issuance upon the exercise of options granted or to be granted
pursuant to our 1998 Stock Option Plan. Accordingly, we are registering the
additional 230,000 shares of our common stock under this Registration Statement
on Form S-8. The contents of our Registration Statement on Form S-8 with
respect to our 1998 Stock Option Plan, filed on April 12, 1999 (File No. 333-
76059), are incorporated by reference herein.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kowloon, Hong Kong, on September 27, 1999.
CREATIVE MASTER INTERNATIONAL, INC.
By: /s/ Carl Ka Wing Tong
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Carl Ka Wing Tong
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Carl Ka Wing Tong and John Rempel,
and each of them, his true and lawful agent, proxy and attorney-in-fact, with
full power of substitution, for him in any and all capacities, to sign this
Registration Statement and any amendments hereto, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as he might do or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Cark Ka Wing Tong Chairman of the Board, President September 27, 1999
- -------------------------- and Chief Executive Officer (principal
Carl Ka Wing Tong executive officer)
/s/ John Rempel Chief Financial Officer (principal September 27, 1999
- -------------------------- financial officer)
John Rempel
/s/ Shing Kam Ming Controller (principal accounting officer) September 27, 1999
- --------------------------
Shing Kam Ming
/s/ Leo Sheck Pui Kwok Director September 27, 1999
- --------------------------
Leo Sheck Pui Kwok
/s/ Chou Kong Seng Director September 27, 1999
- --------------------------
Chou Kong Seng
/s/ Clayton K. Trier Director September 27, 1999
- --------------------------
Clayton K. Trier
/s/ Steve Gordon Director September 27, 1999
- --------------------------
Steve Gordon
</TABLE>
3
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EXHIBIT INDEX
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5 Opinion of counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (see previous page).
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EXHIBIT 5
[Letterhead of Troy & Gould Professional Corporation]
September 27, 1999
Creative Master International, Inc.
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
Re: Registration Statement on Form S-8
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Dear Sirs:
We have acted as counsel for Creative Master International, Inc. (the
"Company") in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), providing for the registration of an additional
230,000 shares (the "Shares") of the Company common stock, $.0001 par value per
share, issuable under the Company's 1998 Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Plan and of such
other documents, corporate records, certificates of public officials and other
instruments relating to the adoption and implementation of the Agreements as we
deemed necessary or advisable for purposes of this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
authenticity of originals of all such latter documents. We have also assumed
the due execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness thereof.
Based on the foregoing examination, we are of the opinion that the Shares
are duly authorized and, when issued in accordance with the Plan, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to all references therein to our firm.
By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the rules and regulations promulgated thereunder, nor do we
admit that we are in the category of persons whose consent is required under
Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
Troy & Gould
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
September 22, 1999
The Directors
Creative Master International, Inc.
8/F., Casey Industrial Building
18 Bedford Road
Taikoktsui
Kowloon
Hong Kong
Dear Sirs,
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
25, 1999 included in Creative Master International, Inc.'s Form 10-KSB for the
year ended December 31, 1998 and to all references to our Firm included in this
Registration Statement on Form S-8.
Very truly yours,
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
Certified Public Accountants
Hong Kong
