As filed with the Securities and Exchange Commission on October 2, 1997
File No. 33-
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
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, San Diego, CA 92121
(Name and Address of Agent for Service)
(619) 566-9604
(Registrant's telephone number, including area code of Agent for Service)
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 ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------------- ------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Common Stock 1,570,000 $0.10 $157,000 $47.58
</TABLE>
(1) Calculated pursuant to rule 457(h).
<PAGE>
Item 3. Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended December 31, 1996
and Form 8-K dated April 18, 1997; two Form 10-QSB's for the quarters ended
March 31, 1997 and June 30, 1997 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Report to Stockholders which is deemed to be modified or superseded for purposes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 Named 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.
<PAGE>
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 indemnification against
such liabilities
<PAGE>
(other that 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.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
5.1 Opinion of Craig J. Shaber, Esquire
24.1 Consent of Smith & Company, CPAs
<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 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 29th day of
September, 1997.
GREENLAND CORPORATION
By: /s/
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.
September 29, 1997 /s/
Eric W. Gaer
President and Chief Executive Officer
September 29, 1997 /s/
----
Gerry B. Berg
Chief Financial Officer
<PAGE>
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
September 29, 1997
Mr. Eric W. Gaer
Greenland Corporation
7084 Miramar Road
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-
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 1,570,000
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 the adequacy or
accuracy of such documents and records.
<PAGE>
Mr. Gaer
September 26, 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 or other jurisdiction's
securities act for the purpose 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 purposed 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.
Your truly,
/s/
Craig J. Shaber
<PAGE>
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF SALT LAKE CITY, UTAH 84101
CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (801) 575-8297
UTAH ASSOCIATION OF FACSIMILE: (801) 575-8306
CERTIFIED PUBLIC ACCOUNTANTS E-MAIL: [email protected]
- --------------------------------------------------------------------------------
September 29, 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 inclusion of our report dated March 14,
1997 on the audited financial statements of Greenland Corporation, a Nevada
corporation, for the year ending December 31, 1996.
Very truly yours,
/s/
Smith & Company
<PAGE>
CERTIFICATE OF CORPORATE OFFICERS
The undersigned, being the duly elected President of Greenland Corporation,
hereby directs National Stock Transfer to issue the shares described in
accordance with the instructions provided in this letter addressed and remitted
to the same on this date, September 29, 1997.
Dated: September 29, 1997 /s/
-------------------------------------
Eric W. Gaer
President and Chief Executive Officer
Dated: September 29, 1997 /s/
-------------------------------------
Michael H. deDomenico
Secretary
