<PAGE>
As filed with the Securities and Exchange commission on April 4, 1997
Registration No. 33
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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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CTC Cosmetics Holdings Company, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 87-0415594
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
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No. 80 Liu Tuang Road, Pudong,
Shanghai, China
(86) 21-585-90-574
(Address of Principal Executive Offices, including zip code)
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Advisor Compensation Plan
(Full Title of the Plan)
Mark K.W. Lee, President
No. 80 Liu Tuang Road, Pudong
Shanghai, China
(86) 21-585-90-574
(Name, address and telphone number of agent for service)
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COPIES TO:
Iwona J. Alami, Esq.
30251 Golden Lantern, Suite E,
Laguna Niguel, California 92677
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
- ------------------- --------------- ------------------ --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.004 600,000 $0.10 $60,000 $150
Par Value (1)
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</TABLE>
(1) The registration fee is based upon the average of the closing bid
and ask prices of the common stock ($0.10) as reflected on NASDAQ on March
31, 1997. See Rule 457(c).
<PAGE>
PROSPECTUS
CTC Cosmetics Holdings Company, Inc.
Up to 600,000 Shares of Common Stock
Reoffered by Means of this Prospectus
The identity of other selling shareholders will be disclosed as such
become known in a supplemental prospectus. Selling shareholders will offer
their shares through the over the counter market, or on NASDAQ or a national
securities exchange if the common stock is then listed on such exchange.
Selling shareholders, if control persons, are required to sell their shares
in accordance with the volume limitations of Rule 144 under the Securities
Act of 1933, which restricts sales in any three month period to the greater
of 1% of the total outstanding common stock or the average weekly trading
volume of the Company's common stock during the four calendar weeks
immediately preceding such sale. In addition, since as of the date of the
Prospectus, the Company did not satisfy the registrant requirements for use
of Form S-3, selling shareholders, even though not controlling persons, are
bound by the volume limitations of Rule 144.
The distribution of the Shares by the selling shareholders may be
effected from time to time by underwriters who may be selected by the
selling stockholders and one or more other broker-dealers in one or more
transactions. It is expected that persons effecting transactions will be
paid the normal and customary commissions for market transactions.
AVAILABLE INFORMATION
CTC Cosmetics Holdings Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of the Company's annual report on Form 10-KSB for the
year ended August 31, 1996 and its quarterly reports on Form 10-QSB for the
quarters ended February 28, 1996, May 31, 1996 and November 30, 1996,
together with all subsequent filed reports, as well as proxy statements and
other information filed by the Company with the Commission, can be inspected
and copied at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its
Regional Offices located at 7 World Trade Center, New York, New York 10048,
and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission,
Washington, D.C. 20549, during regular business hours.
2
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of common stock owned by each person of the Company who may sell
common stock pursuant to this Prospectus and all persons selling common
stock pursuant to this Prospectus as of March 21, 1997. There were a total
of approximately 9,500,000 shares outstanding as of March 21, 1997. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to shares beneficially owned.
Number
Name and Address of Shares
of Beneficial Owner Offered Percent
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Cambria Investment Group, Ltd. 600,000 5.9%
120 Newport Center Drive
Suite200
Newport Beach, CA 92660
In connection with advisory corporate and financial consulting services,
Cambria Investment Group, Ltd. was issued 600,000 shares of the Company's
common stock. The services rendered by the above named advisors were not in
connection with the offer or sale of securities in a capital-raising
transaction.
The shares described above have been issued under individualized "employee
benefit plans" within the definition proscribed in Rule 405 promulgated
under the Securities Act of 1933, as amended. The services rendered by the
above-named advisors were not in connection with the offer or sale of
securities in a capital raising transaction.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB
for the year ended August 31, 1996 and its quarterly report on Form 10-QSB
for the quarters ended February 28, 1996, May 31, 1996 and November 30, 1996
or the latest Annual Report on Form 10-KSB and Quarterly Reports on Form 10-
QSB filed subsequent thereto. These Annual and Quarterly Reports as well as
all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by
reference in this Prospectus and may be obtained, without charge, upon the
oral or written request of any person to the Company at No. 80 Liu Tuang
Road, Pudong, Shanghai, China, and its telephone number is (021) 58590574.
3
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant incorporates the following documents by reference in
the registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year
ended August 31, 1996 and the Company's Quarterly Reports on Form 10-QSB for
the quarters ended February 28, 1996, May 31, 1996 and November 30, 1996;
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
--------------------------
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, $0.004 par value and 10,000,000 shares of preferred
stock, $0.001 par value. There are no outstanding shares of preferred
stock.
Common Stock
As of the date hereof, there are 9,500,000 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding preferred stock, if any. Holders of Common Stock have no
right to convert their Common Stock into any other securities. The Common
Stock has no preemptive or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and the Common Stock to be
outstanding upon completion of this Offering will be, duly authorized,
validly issued, fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel
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Iwona J. Alami, Esq., is the officer, director and shareholder
of Cambria Investment Group, Ltd.
Item 6. Indemnification of Officers and Directors
-----------------------------------------
The Company's Bylaws and the Delaware Corporation Code provide for
indemnification of directors and officers against certain liabilities.
Officers and directors of the Company are indemnified generally against
expenses actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they acted in
good faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.
Item 7. Exemption from Registration Claimed
-----------------------------------
The Shares were issued for advisory services rendered pursuant to
the consulting agreement. These sales were made in reliance of the
exemption from the registration requirements of the Securities Act of 1933,
as amended, contained in Section 4(2) thereof covering transactions not
involving any public offering or not involving any "offer" or "sale".
II-1
<PAGE>
Item 8. Exhibits
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5. Opinion of Iwona J. Alami, consent included. Page __ in
manually signed original.
24.1 Consent of Accountants. Page __ in manually signed original.
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement,
including (but not limited to) any addition or election of a managing
underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities offered at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
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 to be signed on its behalf by the undersigned,
thereunto duly authorized in Hong Kong, on April 3, 1997.
CTC Cosmetics Holdings Company, Inc.
By: /s/ Paul K.W. Tso
-----------------------------------
Paul K.W. Tso
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed below by the following persons in the capacities
indicated on April 3, 1997.
/s/ Mark K.W. Lee President
- ------------------------ and Director
Mark K.W. Lee
/s/ Joanne Leung Chief Financial Officer
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Joanne Leung
/s/ Corrie C. H. Lee Director
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Corrie C. H. Lee
/s/ Audrey W. Leung Director
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Audrey W. Leung
II-3
<PAGE>
EXHIBIT (5)
Opinion of Iwona J. Alami
II-4
<PAGE>
Law Offices Of
IWONA J. ALAMI
30251 Golden Lantern, Suite E
Laguna Niguel, California 92677
(714) 495-8163
FAX: (714) 495-9927
March 31, 1997
Securities and Exchange Commission
450 Fifth Street, N.W., Judiciary Plaza
Washington, DC 20549
Re: CTC Cosmetics Holdings Company, Inc.
Ladies and Gentlemen:
This office represents CTC Cosmetics Holdings Company, Inc., a Delaware
corporation (the "Registrant") in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement"), which relates to the issuance and sale of 600,000
shares of the Registrant's Common Stock issuable for advisory consulting
services (the "Registered Securities"). In connection with our
representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement and with
such state regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for offer and
sale in such states.
Iwona J. Alami, Esq.
II-5
<PAGE>
Exhibit 24(1)
Consent of Pritchett, Siler & Hardy, P.C., independent auditors.
II-6
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference, of our report dated
November 5, 1996, appearing in the Annual Report on form 10-KSB of The
Westwind Group, Inc. for the year ended August 31, 1996, in the Company's
Registration Statement on Form S-8.
We did not perform any audit or review services with respect to the
unaudited interim financial statements of The Westwind Group, Inc. as of
February 28, 1996, may 31, 1996 and November 30, 1996, which appear in the
Quarterly Reports on Form 10-QSB of The Westwind Group, Inc., and which are
also being incorporated by reference in the Company's Registration Statement
of Form S-8. We did include an Accountants Disclaimer of Opinion with
regards to the November 30, 1996 unaudited interim financial statements.
/s/ Pritchett, Siler & Hardy, P.C.
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PRITCHETT, SILER & HARDY, P.C.
Salt lake City, Utah
April 2, 1997
