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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CTC Cosmetics Holdings Company, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 87-0415594
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
No. 80 Liu Tuang Road, Pudong, Shanghai, China
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(Address of Principal Executive Offices) (Zip Code)
Advisor Compensation Plan
____________________________________________________________________________
(Full Title of the Plan)
Iwona J. Alami, Esq.
30251 Golden Lantern, Suite E, Laguna Niguel, California 92677
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(Name and address of agent for service)
(714) 495-8163
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share price registration fee
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Common Stock $55,600(1) $4.5625 $253,675(1) $150(2)
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(1) Includes 55,600 shares issuable upon corporate consulting services
agreement.
(2) The registration fee is based upon the average of the closing bid and
ask prices of the common stock ($4.5625) as reflected on NASDAQ on April 21,
1997. See Rule 457(c).
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PART II
Item 3. Incorporation of Documents by Reference.
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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, November 30, 1996 and
February 28, 1997;
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.
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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 Alami, Esq., holds an indirect interest in 420,000 shares of common
stock of the issuer held by Cambria Investment Group, Ltd.
Item 6. Indemnification of Officers and Directors
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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
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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
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Item 8. Exhibits
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4. Instruments defining the rights of security holders.
4(1) Agreement with Continental Equity & Capital Corporation Page __
in manually signed original.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Delaware, on April 22,
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 22, 1997.
/s/ Paul K.W. Tso Chairman of the
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Paul K.W. Tso
/s/ Joanne Leung Chief Financial Officer
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Joanne Leung
/s/ Mark K.W. Lee Director
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Mark K. W. Lee
II-4
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CONTINENTAL CAPITAL & EQUITY CORPORATION
2301 Maitland Center Pkwy.
Suite 100
Maitland, FL 32751
phone (404) 875-1110
fax (407) 875-1404
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 2nd day of April, 1997 between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 2301 Maitland Center
Parkway, Suite 100, Maitland, FL 23751, hereinafter sometimes referred to
as (CCEC) and CTC Cosmetics Holdings Company, Inc., located at 80 Liu Tuang
Road, Pudong, Shanghai, China, hereinafter sometimes referred to as s (the
"Company").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on one
or more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intention of
making its name and business better known to its shareholders, investors,
and brokerage houses, and
WHEREAS, CCEC is willing to accept the Company as a client.
NOW, THEREFORE, in consideration of the mutual convenants herein contained,
it is agreed:
1. ENGAGEMENT: The Company hereby engages CCEC to publicize the Company
to brokers, prospective investors and shareholders described in Section 2 of
this agreement, and subject tot he further provisions of this Agreement,
CCEC hereby accepts the Company as a client and agrees to publicize it as
described in Section 2 of this agreement, but subject to the further
provisions of this Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings
from the Company and produce and mail a 100,000 piece direct mail package to
include an 11" by 17" self mailer and an ample number of corporate profiles
so as to allow for one profile for each respondent to the original mailing.
Profiles will be prepared in brokerage style format, both items to be
approved by the company prior to circulation.
(C) CCEC will provide through their network, firms and brokers interested
in participating and schedule and conduct the necessary due diligence and
obtain the required approvals necessary for those firms to participate.
CCEC will also interview and make determinations on any firms or brokers
referred by the Company with regard to their participation.
(D) CCEC will be available to the Company to field any calls from firms
and brokers inquiring about the Company.
(E) CCEC will use its best efforts to obtain the Company exposure on
national financial radio programming, in independent financial newsletters,
and through on-line fax and Internet broadcast services.
(F) CCEC will promote the Company on the Worldwide Internet via CCEC's
home web site (www.insidewallstreet.com) Further CCEC shall create
banner ads for placement on complementary financial web sites with
hyperlinks back to the Company's feature page on CCEC's home web site. The
banner ads shall run until such time as 500,000 impressions ("clicks"
on the banner ads) has been achieved.
PAGE ONE OF FOUR
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(G) CCEC shall write, produce and assist the Company in releasing all
press announcements. The Company shall be solely responsible for paying all
fees associated with the actual release(s) through Businesswire, P.R, Newswire,
or other comparable news dissemination source.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement
shall commence upon execution of this Agreement and shall continue until
completion, which generally is expected to occur within six months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) $200,000, payable in free trading shares of the Company's Common
Stock valued at 20% below the opening bid price on the first day of trading
under the new symbol (and after the reverse split) estimated to be on or
about April 7, 1997. Shares are due on or immediately following April 7,
1997 but not later than April 14, 1997.
(B) An Option to purchase $100,000 in free trading shares, valued at the
opening bid price on the first day of trading under the new symbol (and after
the reverse split) estimated to be on or about April 7, 1997. The term of the
option shall expire 12 months from the day this Agreement is executed.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents
and warrants to CCEC, each such representation and warranty being deemed to
be material that:
(A) The Company will cooperate fully and timely with CCEC to enable CCEC
to perform its obligations under this Agreement.
(B) The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company in accordance
with applicable law, and, to the extent required, by the requisite number of
shareholders of the Company:
(C) The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any contractual
obligation by which the Company may be bound.
(D) The Company will promptly deliver to CCEC a complete due diligence
package to include latest 10K, latest 10Q, last 6 months of press releases
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
(E) The Company will promptly deliver to CCEC a list of names and
addresses of all shareholders of the Company which it is aware.
(F) The Company will promptly deliver to CCEC a list of brokers and
market makers of the Company's securities which have been following the
Company.
(G) Because CCEC will rely on such information to be supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The Company will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and
will inform CCEC of any inaccuracies contained therein prior to the
projected publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATIONS THAT (A) ITS SERVICE WILL RESULT
IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY
TRADED SECURITIES WILL INCREASE. (C) ANY PERSON WILL PURCHASE SECURITIES IN
THE COMPANY OR, (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE
COMPANY.
7. EARLY TERMINATION. If the Company fails to cooperate with CCEC, or
fails to make timely payment of the compensation set forth in section 4 of
this agreement, CCEC shall have the right to terminate any further
performance under this Agreement. In such event all compensation shall
become immediately due and payable and/or deliverable, and CCEC shall be
entitled to receive and retain the same as liquidated damages, and not as a
penalty, in lieu of all other remedies, the parties acknowledging and
agreeing that it would be too difficult currently to determine the exact
extent of CCEC's damage, but that the receipt and retention of such
compensation is reasonable present estimate of such damage.
8. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the Company shall not exceed the lessor
of (a) the amount of cash compensation CCEC has received form the Company
under Section 4 of this agreement or (b) the actual damage to the Company as
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE
COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS
AGREEMENT.
PAGE TWO OF FOUR
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9..OWNERSHIP OF MATERIALS: All right, title and interest in and to
materials to be produced by CCEC in connection with the contract and other
services to be rendered under this Agreement shall be and remain the sole
and exclusive property of CCEC, except that if the Company performs fully
and timely its obligations hereunder, it shall be entitled to receive upon
written request, one hundred (100) copies of all such materials.
10. CONFIDENTIALITY: Until such time as the same may become publicly
known, CCEC agrees that any confidential nature will not be revealed or
disclosed to any person or entity, except in the performance of this
Agreement, and upon completion of its services and upon written request of
the Company all materials, original documentation provided by the Company
will be returned to it. CCEC will, however, require Confidentiality
Agreements from its own employees and from contractors CCEC reasonably
believes will come in contact with confidential material.
11. NOTICES: All notices hereunder shall be in writing and addressed to
the party at the address herein set forth, or at such other address as to
which notice pursuant too this section may be given, and shall be given by
personal delivery, by certified mail, express mail or by national overnight
courier services. notices will be deemed given delivered to such courier
service.
Notices shall be address to CCEC at:
Suite 100
2301 Maitland Center Parkway
Maitland, FL 32751
and to the Company at:
80 Liu Tuang Road
Pudong, Shanghai, China
Any notices to be given hereunder will be effective if executed by and sent
by the attorneys for the parties giving such notice, and in connection
therewith the parties and their respective counsel agree that in giving such
notice such counsel may communicate directly in writing with such parties to
the extent necessary to give such notice.
12. SEPARABILTY: If one or more of the provisions of this Agreement
shall be held invalid, illegal, or unenforceable in any respect, such
provision, to the extent invalid, illegal, or unenforceable, and provided
that such provision is not essential to the transaction provided for by this
Agreement, shall not affect any other provision hereof, and the Agreement
shall be construed as if such provision had never been contained herein.
PAGE THREE OF FOUR
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13. ARBITRATION: Any controversy or claim arising out of or relating to
the Agent Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
CCEC is prepared to distribute letters and/or brochures pursuant to the
contact.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida where CCEC has been organized and
this Agreement has been accepted by CCEC.
(C) CURRENCY: In all instances, references to dollars shall be deemed to
be United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder:
CONFIRMED AND AGREED ON THE 3rd OF APRIL 1997.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By: /s/ John Manion /s/ Juan Ferriera
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President CCEC Officer
/s/ Pam O'Brian /s/ Pam O'Brian
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Witness Witness
CONFIRMED AND AGREED ON THE 3rd DAY OF April.
CTC COSMETICS HOLDINGS COMPANY, INC.
By: /s/ Mark K.W. Lee /s/ Dickson Lee
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Mark K.W. Lee Witness
PAGE FOUR OF FOUR
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EXHIBIT (5)
Opinion of Iwona J. Alami
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Law Offices Of
IWONA J. ALAMI
30251 Golden Lantern, Suite E
Laguna Niguel, California 92677
(714) 495-8163
FAX: (714) 495-9927
April 22, 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 55,600
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.
Respectfully submitted,
/s/Iwona J. Alami, Esq.
Iwona J. Alami
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Exhibit 24(1)
Consent of Pritchett, Siler & Hardy, P.C., independent auditors.
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 of 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, November 30,1996, and February 28, 1997, 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 23, 1997
