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As Filed with the Securities and Exchange Commission on December 6 1996
Registration Number
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOONLIGHT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3859185
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
One Evertrust Plaza
Jersey City, New Jersey 07302
Telephone: 718-646-4175
(Address of principal executive offices)
Moonlight International Corp.
1996 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
747 Third Avenue
New York, New York 10017
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- ----------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock {1,190,000 $2.00
$.0001 par value 2,000,000 { 810,000 $2.75 $4,607,500 $1,588.80
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-SB.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the year covered by the Form 10-SB referred to in
(a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained 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superseded for purposes of this registration statement to the extent that a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
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
The registrant is authorized to issue Twenty Five Million (25,000,000) shares of
Common Stock. The par value of each of said shares is $.0001. All such shares
are of one class, which shares of Common Stock has full voting and dividend
rights but without cumulative voting rights or any pre-emptive rights.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, as the result of an action or proceeding in which
they may be involved by reason of being or having been a director or officer of
the registrant provided said officers or directors acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Additionally, Articles
"Eighth" and "Tenth" of the registrant's Articles of Incorporation (as amended)
reads as follows:
"Eighth: The Corporation shall, to the fullest extend
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any
and all persons whom it shall have power to indemnify under said
section from and against
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any and all of the expenses, liabilities or other matters referred to
in or covered by said section, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased
to be director, officer, employee or agent and shall inure tot he
benefit of the heirs, executors and administrators of such a person."
"Tenth: No Director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach
of the Director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) for
the payment of unlawful dividends or unlawful stock repurchases or
redemptions under Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the Director derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 thereto) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
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.
(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.
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(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.
(b) The undersigned registrant hereby undertakes 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 Section
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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(h) 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 provisions
described in Item 6, 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.
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SIGNATURES
The Registrant. 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Zollikon, Country of Switzerland on December 5,
1996.
Moonlight International Corp.
/Werner Heim/
-----------------------------
By: Werner Heim, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/Werner Heim/ Dec. 5, 1996
- -------------------------------- ------------
Werner Heim, President and Chairman
of the Board of Directors
/Leon Golden/ Dec. 5, 1996
- -------------------------------- ------------
Leon Golden, Secretary-Treasurer
and Director
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<TABLE>
<CAPTION>
Page in Sequential
Exhibit Index. Number system
<S> <C> <C>
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of Gary B. Wolff, P.C., 747 Third
Avenue, New York, New York 10017 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 7
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23)(1) Consent of Bederson & Company LLP Certified Public
Accountants for the Company for years ended
December 31, 1994, 1993 and 1992 8
(23)(2) Consent of Allen G. Roth, P.A. Certified Public
Accountant for the Company for year ended
December 31, 1995 9
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
</TABLE>
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ON LETTERHEAD
December 5, 1996
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to Moonlight International Corp., a Delaware corporation
(the "Company"). I have, in such capacity, examined and am familiar with the
Articles of Organization, as amended, and the By-laws of the Company, and have
examined the records of corporate proceedings. I have also examined and am
familiar with such other documents as I have considered necessary for rendering
my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.0001 par value, of the Company reserved for issuance under the Moonlight
International Corp. 1996 Non-Statutory Stock Option Plan dated March 31, 1996,
will, when issued in accordance with the terms of such plan, be legally issued,
fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/Gary B. Wolff/
-------------------
Gary B. Wolff
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ON LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Moonlight International Corp. on Form S-8 and our report dated
March 9, 1995 on our audit of the financial statements of Moonlight
International Corp. as of years ended December 31, 1994, 1993 and 1992, which
report was included in Moonlight International Corp.'s Form 10-SB Registration
Statement as initially
filed and subsequently amended.
/Bederson & Company LLP/
----------------------------
BEDERSON & COMPANY LLP
West Orange, New Jersey
December 4, 1996
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ALLEN G. ROTH, P.A.
70-25 YELLOWSTONE BLVD.
FOREST HILLS, NEW YORK 11375
718-544-7064
CONSENT OF INDEPENDENT AUDITORS
I consent to the incorporation by reference in the Registration
Statement of Moonlight International Corp. on Form S-8 and my report dated
November 1, 1996 on our audit of the financial statements of Moonlight
International Corp. as of year ended December 31, 1995, which report was
included in Moonlight International Corp.'s Form 10-KSB as filed with the
Securities and Exchange Commission.
/Allen G. Roth, P.A./
----------------------
ALLEN G. ROTH, P.A.
Forest Hills, New York
December 5, 1996
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