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As filed with the Securities and Exchange Commission on October 12, 1999
File No. 33-
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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)
1935 AVENIDA DEL ORO, SUITE D
OCEANSIDE, CA 92056
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE COMPENSATION & CONSULTING SERVICES
(FULL TITLE OF THE PLAN)
LEE SWANSON, 1935 AVENIDA DEL ORO, OCEANSIDE, CA 92056
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(760) 414-9941
(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 Proposed
Title of Amount Maximum Maximum Amount of
Securities To be Offering Price Aggregate Registration
To be Registered Per Share Offering Price Fee
Registered
-------------------- --------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 202,926 $ 0.29 $58,848
</TABLE>
(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, 1998, Form 8-K dated January 20, 1998, Form 10-QSB for the
quarters ended March 31, 1999 and June 30, 1999, and Definitive Proxy 14A
filed April 30, 1999 and Supplemented on July 26, 199 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 Thomas Beener, 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;
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(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 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.
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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5.1 Opinion of Thomas Beener, 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 Oceanside, State of California, on
the 12th day of October 1999.
GREENLAND CORPORATION
By: /s/Lee Swanson
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LEE SWANSON, Chief Financial 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.
October 12, 1999 /s/ Lee Swanson
--------------------------------
Lee Swanson
Chief Financial Officer
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EXHIBIT 5.1
THOMAS BEENER
ATTORNEY AT LAW
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October 12, 1999
Mr. Lee Swanson
Chief Financial Officer
Greenland Corporation
7084 Miramar Road
San Diego, CA 92121
Re: LEGAL OPINION FOR GREENLAND CORPORATION
S-8 REGISTRATION STATEMENT
Dear Mr. Swanson:
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 202,926 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
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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.
Sincerely,
/s/ Thomas J. Beener
THOMAS BEENER
Attorney at Law
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EXHIBIT 24.1
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
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October 12, 1999
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 April
14, 1999 for the year ending December 31, 1998.
Very Truly Yours,
/s/ Smith & Company
Smith & Company
