As filed with the Securities and Exchange Commission on November 17, 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 (I.R.S. Employer Identification Number)
incorporation or organization)
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|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount Offering Price Aggregate Amount of
to be Registered to be Registered Per Share Offering Price Registration Fee
- ---------------------- ------------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock 2,810,000 $ 0.10 $ 281,000 $ 100
</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; three Form 10-QSB's for the quarters
ended March 31, 1997, June 30, 1997, and September 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
de-registers 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or Quarterly Report to Stockholders which is deemed to be modified or superseded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
Item 8. Exhibits
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Carmine Bua, 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 (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.
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
5.1 Opinion of Carmine Bua, 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 17th day of
November, 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.
November 17, 1997
/s/ Eric W. Gaer
------------------------------------------------------
Eric W. Gaer
President and Chief Executive Officer
November 17, 1997
/s/ Gerry B. Berg
-------------------------------------------------------
Gerry B. Berg
Chairman and Chief Financial Officer
<PAGE>
Law Offices of
CARMINE J. BUA
Suite 333
3838 Camino del Rio North
San Diego, CA 92108-1789
Telephone: (619) 280-8000
Facsmile: (619) 280-8001
REPLY TO FILE NO. 3325S8
November 18, 1997
Mr. Eric W. Gaer
Chief Executive Officer
Greenland Corporation
7084 Miramar Road
San Diego, CA 92121
Re: Legal Opinion for Greenland Corporation
S-8 Registration Statement
Dear Mr. Gaer:
At your request, I have examined the form of Registration Statement No.
333-____________ 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 2,810,000 shares of your Common Stock (the "Stock") issuable
pursuant to an Employee Stock Purchase Plan and various Agreements for
Consulting Services (collectively 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 the 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.
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 this 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 Nevada 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 matters 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 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.
Very truly yours,
/s/ Carmine J. Bua
CARMINE J. BUA, III
CJB:dmj
<PAGE>
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Members of:
American Institute of 10 West 100 South, Suite #700
Certified Public Accountants Salt Lake City, Utah 84101
Utah Association of Telephone: (801) 575-8297
Certified Public Accountants Facsimile: (801) 575-8306
- --------------------------------------------------------------------------------
November 17, 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 incorporation by reference of our
report dated March 20, 1997 on the audited financial statements of Greenland
Corporation, a Nevada corporation, for the year ended December 31, 1996.
Very Truly Yours,
Smith & Company
/s/ Smith & Company
<PAGE>
GREENLAND
CORPORATION
November 17, 1997
Mr. Roger Greer
NATIONAL STOCK TRANSFER
3098 S. Highland Drive, Suite 485
Salt Lake City, UT 84106
Dear Mr. Greer:
As President of Greenland Corporation, I write to request the following
transactions be processed.
Issuance of New Shares
Pursuant to Nevada Corporation Code Section 78.211, as amended, please issue
certificates for a total of 2,810,000 shares of Class A Common Stock of
Greenland Corporation in accordance with the following, and pursuant to the
opinion of Craig Shaber, which is attached hereto.
The certificates should not contain a securities legend and no stop order placed
against transfer. Please expedite and send certificates by Federal Express to
Greenland Corporation, 7084 Miramar Road, San Diego, CA 92121.
Name No. of Shares Address Tax ID No.
Kevin G. Smith 1 1,333,333 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
Global Funding Corp. 2 500,000 c/o Capital Law Group 33-0757224
7084 Miramar Road
San Diego, CA 92121
Eric W. Gaer 350,000 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
Gerry B. Berg 350,000 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
Michael H. DeDomenico 226,667 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
Michael H. DeDomenico 25,000 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
Guy R. Nelson 25,000 c/o Greenland Corp. ###-##-####
7084 Miramar Road
San Diego, CA 92121
1 Issue thirteen (13) certificates of 100,000 shares each; and one (1)
certificate of 33,333 shares.
2 Issue ten (10) certificates of 50,000 shares each.
Still further, please be specifically advised that the corporation has received
full consideration for the issuance of these shares. Thus, in addition to being
fully paid, they will be validly issued and non-assessable.
Your prompt attention is requested in connection with this issuance, and you are
authorized to charge an expediting fee, if necessary, to accelerate compliance
with this request.
Sincerely,
/s/ Eric W. Gaer
GREENLAND CORPORATION
Eric W. Gaer, President
<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, November 17, 1997.
Dated: November 17, 1997 /s/ Eric W. Gaer
--------------------------------------------------
Eric W. Gaer
President and Chief Executive Officer
/s/ Michael H. deDomenico
--------------------------------------------------
Dated: November 17, 1997 Michael H. deDomenico
Secretary
