AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
SUNBASE ASIA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 94-1612110
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYEE I.D. NUMBER)
OF INCORPORATION OR ORGANIZATION)
19/F., FIRST PACIFIC BANK CENTRE
51-57 GLOUCESTER ROAD
WANCHAI, HONG KONG
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
1995 SUNBASE ASIA, INC. STOCK OPTION PLAN
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(FULL TITLE OF THE AGREEMENT)
WILLIAM MCKAY
2240 BUENA VISTA
IRWINDALE, CALIFORNIA 91706
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(818) 358-0181
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID L. FICKSMAN, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3400
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM Amount of
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING registration
TO BE REGISTERED REGISTERED/(1)/ PER UNIT/(2)/ PRICE/(2)/ fee
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Common Stock 2,500,000 $7 3/4 $19,375,000 $6,681
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/(1)/ DETERMINED PURSUANT TO RULE 457(h).
/(2)/ ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULES 457(c) AND (h), BASED ON THE AVERAGE OF THE HIGH AND LOW
PRICES OF THE REGISTRANT'S COMMON STOCK ON OCTOBER 17, 1996, AS QUOTED ON
THE NASDAQ NATIONAL MARKET.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Commission by the Registrant
are incorporated into this Registration Statement by this reference:
(a) The Registrant's Annual Report for the fiscal year ended December
31, 1995, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) The Quarterly Reports on Form 10-Q for the quarterly periods
ending March 31, 1996 and June 30, 1996, filed pursuant to Section 13(a) or
15(d) of the Exchange Act.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports or
the prospectus referred to in (a) above.
(d) The description of the Registrant's common stock contained in the
Registrant's registration statement filed with the Commission under Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereunder have
been sold or 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
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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No description of the class of securities to be offered is required
under this item because the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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No such interests.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
(a) The Registrant has the power under the Nevada Revised Statutes
(the "Statute") to provide indemnification for expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement that are actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding other than an action by or in the right of the
Registrant. The person seeking indemnification must have acted in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Registrant. In the case of a criminal action or
proceeding, the person must also have had no reasonable cause to believe such
person's conduct was unlawful. The Statute also authorizes indemnification by
the Registrant in the case of actions or suits by or in the name of the
Registrant. However, such indemnification is limited to expenses actually and
reasonably incurred by the person indemnified in connection with the defense or
settlement of the action or suit. Expenses include attorneys' fees and amounts
paid in settlement. The person indemnified must have acted in good faith and in
a manner which such person reasonably believed to be in, or not opposed to, the
best interests of the Registrant. The Registrant may not indemnify a person for
any claim, issue or matter as to which the person has been adjudged to be liable
to the Registrant or for amounts paid in settlement unless a court determines
that in view of all the circumstances, the person is fairly and reasonably
entitled to indemnification.
The Registrant is authorized to indemnify, subject to the respective
conditions described above, past or present directors, officers, employees or
agents of the Registrant. The Statute also authorizes indemnification of
persons who are or were serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
Pursuant to the Statute, the Registrant must indemnify a director,
officer, employee or agent to the extent such individual is successful on the
merits "or otherwise" in the defense of any action, suit or proceeding or in the
defense of any claim, issue or matter therein. This mandatory indemnification
is against expenses actually and reasonably incurred by the indemnitee in
connection with a defense. Such indemnification is required even if the
indemnitee is successful by reason of a defense that is not based on the merits,
such as the statute of limitations. In addition, an indemnitee would be
considered successful in the defense of an action, suit or proceeding if it is
dismissed with prejudice pursuant to a negotiated settlement agreement which
does not provide for any payment or assumption of liability.
Indemnification is authorized only upon a determination that
indemnification is proper under the circumstances. Unless ordered by a court,
the determination must be made
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by the shareholders, the board of directors (by a majority vote of a quorum
consisting of directors who are not parties to the action), or by independent
legal counsel.
The Statute provides that the Articles of Incorporation, Bylaws or an
agreement may provide that the expenses incurred by an officer or director must
be paid by the Registrant as they are incurred and in advance upon receipt of an
undertaking to repay if it is ultimately determined by a court of competent
jurisdiction that such person is not entitled to be indemnified by the
corporation.
(b) The Articles of Incorporation and Bylaws of Registrant generally
require indemnification of officers and directors to the fullest extent allowed
by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable.
ITEM 8. EXHIBITS.
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The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
4.1 1995 Sunbase Asia, Inc. Stock Option Plan
5.1 Opinion of Loeb & Loeb LLP
23.1 Consent of Ernst & Young
ITEM 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(a) (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 (the "Securities Act");
(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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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 by the
termination of the offering.
(b) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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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 Los Angeles, California, on October 21, 1996.
SUNBASE ASIA, INC.
By: /s/ William McKay
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Name: William McKay
Title: President
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.
Signature Title Date
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/s/ Gunter Gao Chairman and Director October 21, 1996
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Gunter Gao
/s/ Billy Kan Vice Chairman and Director October 21, 1996
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Billy Kan
/s/ William McKay Chief Executive Officer, October 21, 1996
- -------------------------------- President and Director
William McKay
/s/ (Roger) Li Yuen Fai Vice President and Chief October 21, 1996
- -------------------------------- Financial Officer and
(Roger) Li Yuen Fai Director
/s/ (Franco) Ho Cho Hing Director October 21, 1996
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(Franco) Ho Cho Hing
/s/ (Dickens) Chang Shing Yam Chief Accounting Officer October 21, 1996
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(Dickens) Chang Shing Yam
/s/ Philip P.Y. Yuen Director October 21, 1996
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Philip P.Y. Yuen
/s/ George Raffini Director October 21, 1996
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George Raffini
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EXHIBIT INDEX
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Exhibit No. Description Page
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4.1 1995 Sunbase Asia, Inc. Stock Option Plan 8
5.1 Opinion of Loeb & Loeb LLP 18
23.1 Consent of Ernst & Young 20
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