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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. _________________
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tech Electro Industries, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-2408297
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
275 North Franklin Turnpike, Suite 230, Ramsey, NJ 07446 (201) 760-9900
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(Address of Principal Executive Offices) Telephone Number
Tech Electro Industries, Inc. 1995 Incentive Stock Option Plan
Tech Electro Industries, Inc. 1999 Stock Option Plan
Tech Electro Industries Inc. 2000 Incentive Stock Option Plan
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(Full Title of the Plans)
William Tan Kim Wah Copy to:
Tech Electro Industries, Inc. Carl A. Generes
275 North Franklin Turnpike, Suite 230 Attorney at Law
Ramsey, NJ 07446 4315 West Lovers Lane
(201) 760-9900 Dallas, Texas 75209
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(Name, address and phone number of agent for service) (214) 352-8674
(214) 352-4135 (Fax)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
|-----------------------|---------------------|-------------------|------------------|-------------------|
|Title of each class of | Amount to be |Proposed maximum |Proposed maximum | Registration Fee |
|securities to be | registered (1),(2) |offering price per |aggregate offering| |
|registered | |share (3) |price | |
| | | | | |
| Common stock | 55,000 shares | $0.7188 | $ 39,534.00 | $ 10.00 |
| Common stock | 580,000 shares | $0.75 | $ 435,000.00 | $115.00 |
| Common stock | 382,000 shares | $1.00 | $ 382,000.00 | $101.00 |
| Common stock | 400,000 shares | $0.825 | $ 330,000.00 | $ 87.00 |
| Common stock | 27,750 shares | $1.75 | $ 48,562.00 | $ 13.00 |
| Common stock | 1,973,000 shares | $0.593(4) | $1,169,989.00 | $309.00 |
| | | | | |
|Total | 3,417,750 | | $2,405,085.00 | $635.00 |
| | shares | | | |
|-----------------------|---------------------|-------------------|------------------|-------------------|
</TABLE>
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(1) This registration statement covers an aggregate of 3,417,750 shares of
common stock that is reserved for issuance under the Tech Electro Industries,
Inc. 1995 ISOP (117,750 shares), 1999 SOP (1,300,000 shares) and 2000 ISOP
(2,000,000 shares).
(2) Plus, pursuant to Rule 416, such indeterminate numbers of shares of
common stock as may be issuable by reason of the operation of the anti-dilution
provisions of the options.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h).
(4) Calculated based upon the last sale price per share of common stock on
July 10, 2000 as reported on the OTC Bulletin Board.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10 (a) of the
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement") of
Tech Electro Industries, Inc., a Texas corporation, (the "Registrant") cover
3,417,750 shares of the Registrant's common stock, par value $0.01 per share
("Common Stock).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for fiscal year
ended December 31, 1999;
(b) The Registrant's Form 8-K/A filed with the Commission filed on
January 5, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 2000.
(d) The Registrant's Form 8-K filed with the Commission on June
30, 2000; and
(e) The description of the Registrant's Common Stock contained in
its Registration Statement on Form SB-2, File No. 33-98662,
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filed with the Commission October 30, 1995, and any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Texas Business Corporation Act (the "TBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. Except as set forth below, a
corporation may not indemnify a director in respect of a proceeding (a) in which
the person is found liable on the basis that personal benefit was improperly
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received by him, whether or not the benefits resulted from an action taken in
the person's official capacity; or (b) in which the person is found liable to
the corporation. However, a director may be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by the person in connection with the
proceeding, but if the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (2) shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of this duty to the
corporation.
Article Eleven of the Registrants Articles of Incorporation, as amended,
provides:
To the fullest extent permitted by applicable law, no director of this
corporation shall be liable to this corporation or its shareholders for monetary
damages for an act or omission in such director's capacity as a director of this
corporation, except that this Article Eleven does not eliminate or limit the
liability of a director of this corporation for:
1. a breach of such director's duty of loyalty to this corporation or its
shareholders;
2. an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
3. a transaction from which such director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of such director's office; or
4. an act related to an unlawful stock repurchase or payment of dividend.
Any repeal or amendment of this Article by the shareholders of this
corporation shall be prospective only, and shall not adversely affect any
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limitation on the personal liability of a director of this corporation existing
at the time of such repeal or amendment. In addition to the circumstances in
which a director of this corporation is not personally liable as set forth in
the foregoing provisions of this Article Eleven, a director shall not be liable
to the fullest extent permitted by any Amendment to the Texas Miscellaneous
Corporation Laws Act or the Texas Business Corporation Act hereafter enacted
that further limits the liability of a director.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Tech Electro Industries, Inc. 1995 Incentive Stock Option Plan*
4.2 Tech Electro Industries, Inc. 1999 Stock Option Plan.**
4.3 Tech Electro Industries, Inc. 2000 Incentive Stock Option Plan ***
5 Opinion of the Law Office of Carl A. Generes ***
23.1 Consent of the Law Office of Carl A. Generes (included in its
opinion filed as Exhibit 5 hereto)
23.2 Consent of King Griffin & Adamson P.C., independent certified
public accounts.***
24 Power of Attorney (included in this Registration Statement under
"Signatures").
* Incorporated herein by reference, from Exhibit 4.5 to the Registrant's
Registration Statement on Form SB-2, File No. 33-98662, filed with the
Commission October 30, 1995.
** Incorporated herein by reference from Exhibit B to the Registrant's
Information Statement dated June 8, 2000 filed with the Commission on
June 7, 2000, File No. 0-27210.
*** Filed herewith.
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Item 9. Undertakings.
We hereby undertake:
(1) To file, during any period in which offers or sales are being made
pursuant to this registration statement, a post-effective amendment to this
registration statement 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;
(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 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.
We hereby undertake 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.
Insofar as indemnification by us for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Tech Electro Industries, Inc. pursuant to the provisions referenced above or
otherwise, we have been advised that in the opinion of the Commission such
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indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of Tech
Electro Industries, Inc. 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 hereunder, we 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 Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
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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 of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in Los Angeles, California, on July 12, 2000.
TECH ELECTRO INDUSTRIES, INC.
By: /s/ William Tan Kim Wah
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William Tan Kim Wah
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William Tan Kim Wah and Ian Edmonds and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any of
them, or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
/s/ William Tan Kim Wah Chairman, President, Chief Executive July 12, 2000
----------------------- Officer (Principal Executive Officer),
William Tan Kim Wah and Director
/s/ Julie Sansom-Reese Chief Accounting Officer, July 12, 2000
---------------------- (Principal Financial
Julie Sansom-Reese and Accounting Officer)
/s/ Ian Edmonds Vice President and Director July 12, 2000
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Ian Edmonds
/s/ Sadasuke Gomi Director July 12, 2000
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Sadasuke Gomi
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Tech Electro Industries, Inc. 1995 Incentive Stock Option Plan.*
4.2 Tech Electro Industries, Inc. 1999 Stock Option Plan.**
4.3 Tech Electro Industries, Inc. 2000 Stock Option Plan ***
5 Opinion of the Law Office of Carl A. Generes ***
23.1 Consent of the Law Office of Carl A. Generes (included in its
opinion filed as Exhibit 5 hereto)
23.2 Consent of King Griffin & Adamson P.C., independent certified
public accounts.***
24 Power of Attorney (included in this Registration Statement under
"Signatures").
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* Incorporated herein by reference, from Exhibit 4.5 to the Registrant's
Registration Statement on Form SB-2, File No. 33-98662, filed with the
Commission October 30, 1995.
** Incorporated herein by reference from Exhibit B to the Registrant's
Information Statement dated June 8, 2000 filed with the Commission on June
7, 2000, File No. 0-27210.
*** Filed herewith.
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