UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MERIDIAN CO., LTD.
(Exact Name of Company as specified in its charter)
| Republic of Korea | 0-32359 | Not Applicable |
| (Jurisdiction) | (Commission File Number) | (IRS Employer ID Number) |
4F, Heungseong Bldg., 197-3, Jamsilbon-Dong, Songpa-Gu, Seoul, Korea
(Address of principal executive offices)
CONSULTING AGREEMENTS
(Full title of the Agreement)
Company's telephone number: 82-2-2194-3300 Fax No.: 82-2-2194-3333
CALCULATION OF REGISTRATION FEE
| Title of Each | Amount | Proposed Maximum | Proposed Maximum | |
| Class of Securities | To Be | Offering Price(1) | Aggregate | Amount of |
| To Be | Registered | Per Unit | Offering Price(1) | Registration Fee |
| Registered | ||||
| Common Stock | 2,400,000(2)(3)(4)(5)(6) | $0.20 | $480,000 | $56.50 |
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
(2) Includes 450,000 shares issuable pursuant to a consulting agreement between the Registrant and Scott Yonggi Lee
(3) Includes 637,700 shares issuable pursuant to a consulting agreement between the Registrant and Anna Brazier.
(4) Includes 900,000 shares issuable pursuant to a consulting agreement between the Registrant and Hong In Yoo
(5) Includes 375,000 shares issuable pursuant to a consulting agreement between the Registrant and Woo Kyung Seo
(6) Includes 37,300 shares issuable pursuant to a consulting agreement between the Registrant and Matt Cooke
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Compliance Agreement between MERIDIAN CO., LTD. (the "Company"), and Scott Yonggi Lee, dated as of April 01, 2005, the Corporate Consulting Agreement between MERIDIAN CO., LTD. (the "Company"), Anna Brazier, dated as of April, 2005, the Marketing Agreement Between MERIDIAN CO., LTD. (the "Company"), and Hong In Yoo, dated as of April 01, 2005, the Clinical Research Consulting Agreement Between MERIDIAN CO., LTD. (the "Company"), and Woo Kyung Seo, dated as of April 01, 2005, the Marketing Agreement Between MERIDIAN CO., LTD. (the "Company"), and Matt Cooke, dated as of April 01, 2005 required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424. The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus:
| a. | The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2003; |
| b. | The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002; |
| c. | The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2001; |
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this Registration Statement or 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 any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any 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 Common Stock being registered pursuant to this registration statement is part of a class of securities registered under Section 12 of the Exchange Act. A description of such securities is contained in our filings under the Exchange Act, and is incorporated herein by reference.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Not applicable.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(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 formation 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;
(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 bonafide offering thereof.
(c) 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.
2. The 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Seoul, Korea, on this 21st day of June, 2005.
MERIDIAN CO., LTD.
By: /s/ Myeong, Hyeon-seong
Myeong, Hyeon-seong, President and CEO
In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date |
| /s/ Myeong, Hyeon-seong | ||
| Myeong, Hyeon-seong | Director, Chief Executive Officer and President | June 21, 2005 |
| /s/Park,In Beom | ||
| Park, In Beom | Director | June 21, 2005 |
| /s/Hong,Sungpil | ||
| Hong, Sungpil | Director | June 21, 2005 |
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MERIDIAN CO., LTD.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX