UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA EXPERT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 0-30644 | 98-0348086 |
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Room 2703-04, Great Eagle Centre 23 Harbour Road Wanchai, Hong Kong (Address of principal executive offices) |
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011-852-2802-1555 (Issuer's telephone number, including area code) |
China Expert Technology, Inc. Stock Compensation Program
(Full title of the plan)
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80305
(Name and address of agent for service)
(303) 494-3000
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
| | | | |
Title of Securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock, $.001 par value |
800,000 |
$1.76 |
$1,408,000.00 |
$150.66(1) |
(1) Estimated pursuant to Rule 457 (h) (l) under the Securities Act of 1933, solely for the purpose of calculating the registration fee, based on the price at which the options may be exercised or the shares were granted.
Part I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1.
Plan Information.
Effective as of January 20, 2006, China Expert Technology, Inc., adopted the China Expert Technology, Inc, Stock Compensation Program, and reserved up to 800,000 shares for issuances under the Program. The purpose of the Program is to attract and retain key employees, consultants and other persons, and to provide such key individuals with an additional incentive to contribute to the success of the Company.
In order to maintain flexibility in the award of stock benefits, the Program constitutes a single “omnibus” plan, but is composed of two parts. The first part is the Stock Option Plan
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(“Option Plan) which provides grants of stock options (“Options”). The second part is the Restricted Shares Plan (“Restricted Plan”)) which provides grants of restricted shares of Company common stock (ARestricted Shares”). The Option Plan and the Restricted Share Plan respectively comprise Plan I and Plan II of the Program.
Item 2.
Registrant Information and Employee Plan Annual Information.
The registrant hereby undertakes to provide participants in the Program, without charge, upon written or oral request, with copies of all documents incorporated by reference in Item 3 of Part II of this Registration Statement. Such documents are incorporated by reference in the Section 10(a) prospectus. Other documents required to be delivered to participants in the Program pursuant to Rule 428(b) of the Securities Act, are also available without charge upon written or oral request. Requests for documents should be addressed to the Registrant using the address listed on the cover page hereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously or concurrently filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:
The following documents are incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2004 (the "Annual Report") filed by the Registrant under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year include:
1. The Registrant's Quarterly Report on Form 10-QSB for the period ended March 31, 2004, as amended, as filed with the Commission.
2. The Registrant's Quarterly Report on Form 10-QSB for the period ended June 30, 2004, as amended, as filed with the Commission.
3. The Registrant's Quarterly Report on Form 10-QSB for the period ended September 30, 2004, as amended, as filed with the Commission.
4. The Registrant's Current Report on Form 8-K dated March 7, 2005, as filed with the Commission.
5. The Registrant's Current Report on Form 8-K dated December 29, 2004, as filed with the Commission.
6. The Registrant's Current Report on Form 8-K dated March 16, 2005, as filed with the Commission.
7. The Registrant's Current Report on Form 8-K dated April 6, 2005, as filed with the Commission.
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8. The Registrant's Current Report on Form 8-K dated April 25, 2005, as filed with the Commission.
9. The Registrant’s Current Report on Form 8-K/A dated December 29, 2004, as filed with the Commission.
10. The Registrant’s Current Report on Form 8-K dated July 8, 2005, as filed with the Commission.
11. The Registrant’s Current Report on Form 8-K dated July 8, 2005, as filed with the Commission.
12. The Registrant’s Current Report on Form 8-K dated October 21, 2005, as filed with the Commission.
13. The Registrant’s Current Report on Form 8-K dated October 31, 2005, as filed with the Commission.
14. The Registrant’s Current Report on Form 8-K dated November 7, 2005, as filed with the Commission.
(c) The description of the Registrant's common stock set forth under the caption "Description of Securities" in its 10-SB/A Registration Statement filed with the Commission on August 31, 1999, is hereby incorporated by reference.
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 offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained in a document 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 a subsequently filed document 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 part of this Registration Statement.
All documents incorporated by reference herein will be made available to all participants of the Stock Compensation Program, without charge, upon written or oral request. Other documents required to be delivered to participants pursuant to Rule 428(b) (1) under the Securities Act of 1933 are also available without charge, upon written or oral request. All requests for documents shall be directed to:
China Expert Technology, Inc.
Room 2703-04, Great Eagle Centre
23 Harbour Road
Wanchai, Hong Kong
Attn: Clarence Chung
Item 4.
Description of Securities
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being our director or officer, or serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registr ant pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
5.1
Consent of Frascona, Joiner, Goodman & Greenstein, P.C.
10.1
China Expert Technology, Inc., Stock Compensation Program
23.1
Consent of Frascona, Joiner, Goodman & Greenstein, P.C. (contained in opinion filed as Exhibit 5.1 to this registration statement)
23.2
Consent of PKF.
Item 9.
Undertakings
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 thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ( 30.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more
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(iii)
than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iv)
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 provisions (i) and (ii) of this undertaking do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company 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.
(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.
(4)
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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by c ontrolling 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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Exhibit Index
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Exhibit No. | Description |
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5.1 | Opinion of Frascona Joiner Goodman and Greenstein, P.C. |
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10.1 | China Expert Technology, Inc. Stock Compensation Program |
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23.1 | Consent of Frascona Joiner Goodman and Greenstein, P.C. (included in opinion filed as Exhibit 5.1 to this registration statement) |
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23.2 | Consent of PKF |
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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, thereunto duly authorized, in Hong Kong, this 24th day of January, 2006.
CHINA EXPERT TECHNOLOGY, INC.
By: /s/ Zhu Xiao Xin, Chief Executive Officer, President and Director
Date: January 24, 2006
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 date indicated.
By: /s/ Zhu Xiao Xin, Chief Executive Officer, President and Director
Date: January 24, 2006
By: /s/
Kung Sze Chau, Director
Date: January 24, 2006
By: /s/
Huang Tao, Chairman
Date: January 24, 2006
By: /s/ Chiang Min Liang, Chief Financial Officer
Date: January 24, 2006
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