As filed with the Securities and Exchange Commission on February 25, 1997
File No. 33-017833
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GREENLAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0439051
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
7084 Miramar Road
4th Floor
San Diego, CA 92121
(Address and zip code of principal executive offices)
Employee Compensation & Consulting Services
(Full Title of the Plan)
Eric W. Gaer, 7084 Miramar Road, 4th Floor, San Diego, CA 92121
(Name and Address of Agent for Services)
(619) 566-9604
(Registrant's telephone number, including area code of Agent for Services)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ---------------- ---------- -------------- -------------- --------
Common Stock 700,000 $ 0.21 $ 147,000 $ 100
(1) Calculated pursuant to rule 457(h).
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Item 3. Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1995 and Form 8-K dated June 26, 1996; three Form 10-QSB's for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996 filed under the
Securities Exchange Act of 1934 are hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment, which
indicates that all securities offered hereby have been sold or which deregisters
all securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement of the extent that such statement is replaced or
modified by a statement contained in this Registration Statement.
Item 4. Description of Securities
Securities are registered under Section 12 of the Exchange Act.
Item 5. Interest of Name Experts and Counsel
Does Not Apply
Item 6. Indemnification of Directors and Officers
Section 78.751, as amended, of the General Corporation Laws of Nevada (the
"ACT") provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by the Act.
The by-laws of the Company contain provisions indemnifying its directors
and officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to the
fullest extent permitted by Nevada law.
Item 7. Exemption from Registration claimed
Does Not Apply
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Item 8. Exhibits
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Craig J. Shaber, Esquire
24.1 Consent of Smith & Company, CPAs
Item 9. Undertakings
The undersigned hereby undertakes:
(1)(a) 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;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(2) 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
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indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of 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 the 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.
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INDEX TO EXHIBITS
Exhibit Number Description
5.1 Opinion of Craig J. Shaber, Esquire
24.1 Consent of Smith & Company, CPAs
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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 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 the City of San Diego, State of California, on the 25th day of
February, 1997.
GREENLAND CORPORATION
By: /s/ Eric W. Gaer
ERIC W. GAER, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
February 25, 1997 /s/ Eric W. Gaer
Eric W. Gaer
President and Chief Executive Officer
February 25, 1997 /s/ Kevin G. Smith
Kevin G. Smith
Chairman and Chief Financial Officer
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Craig J. Shaber
ATTORNEY AND COUNSELOR AT LAW 7084 Miramar Road
A PROFESSIONAL CORPORATION San Diego, California 92121
Telephone: (619) 566-9750
Facsimile: (619) 566-9796
February 25, 1997
Mr. Eric W. Gaer
Greenland Corporation
7084 Miramar Road, 4th Floor
San Diego, CA 92121
Re: Legal Opinion For S-8 Registration Statement
Dear Mr. Gaer:
At your request, I have examined the form of Registration Statement No.
33-017833 which Greenland Corporation (the "Company") is filing with the
Securities and Exchange Commission, on Form S-8 (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of 700,000 shares of your Common Stock (the "Stock") issuable pursuant
to various employee agreements (the "Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with original documents of all
documents submitted to me as copies. My examination was limited to the following
documents and no others:
1. Certificate of Incorporation of the Company as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock pursuant to the Agreements.
4. The Registration Statement.
5. The Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify adequacy or
accuracy of such documents and records.
<PAGE>
Mr. Gaer
February 25, 1997
page 2
Based on the foregoing, it is my opinion that the Stock to be issued under
the Agreements, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Agreements in the
form referred to herein, when issued pursuant to the Agreements, will be duly
and validly authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as to
the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of the opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state of other
jurisdiction's securities act for the purposed of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by any
other party, (iii) covers only matters of Delaware and federal law and nothing
in this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matter not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
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 of the Securities and Exchange
Commission as promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Yours truly,
Craig J. Shaber
/s/ Craig J. Shaber
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SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
- -------------------------------------------------------------------------------
February 25, 1997
Board of Directors
Greenland Corporation
San Diego, California
RE: Consent to Use our Audited Financial Statements as an Exhibit to S-8
Registration Statement
This letter serves as our consent to the filing of our audited financial
statements of Greenland Corporation, a Nevada corporation, dated February 8,
1996 for the year ending December 31, 1995.
Very truly yours,
Smith & Company
By: /s/ William R. Denney
William R. Denney
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