UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
ACL SEMICONDUCTORS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 16-1642709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
B24-B27, 1/F., BLOCK B
PROFICIENT INDUSTRIAL CENTER, 6 WANG KUN ROAD
KOWLOON, HONG KONG
(852) 2799-1996
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
2006 INCENTIVE EQUITY STOCK PLAN
(Full Title of the Plan)
Incorporating Services Ltd.
3500 S. DuPont Hwy.
P.O. Box 899
Dover, DE 19901
(302) 531-0855
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Robert Stephen Brown, Esq.
Reitler Brown & Rosenblatt LLC
800 Third Avenue, 21st Floor
New York, New York 10022
(212) 209-3050
(212) 371-5500 Fax
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- -----------------------------------------------------------------------------------------------
Common Stock, par value $.001 per 5,000,000 $0.20 (1) $1,000,000 $107.00 (1)
share
- -----------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share has been estimated/determined
pursuant to Rule 457(h), and is based on the closing sales price of the
Company's Common Stock on the Over the Counter Bulletin Board on April 19,
2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be sent
or given free of charge to employees, directors or consultants who have been
awarded options under the ACL Semiconductors Inc. 2006 Incentive Equity Stock
Plan (the "2006 PLAN"), and are not being filed with, or included in, this
Registration Statement on Form S-8 (this "REGISTRATION STATEMENT"), in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "COMMISSION").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be sent
or given free of charge to employees, directors or consultants who have been
awarded options under the Plan or upon written or oral request and are not being
filed with, or included in, this Registration Statement, in accordance with the
rules and regulations of the Commission. Such requests for information may be
made to Mr. Chung-Lun Yang at B24-B27, 1/F., Block B, Proficient Industrial
Center, 6 Wang Kun Road, Kowloon, Hong Kong; telephone number (852) 2799-1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which heretofore have been filed with the Commission by
ACL Semiconductors Inc., a Delaware corporation (the "COMPANY" or "REGISTRANT"),
are incorporated by reference in this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
(b) the Registrant's Current Report on Form 8-K filed on January 6, 2006
related to Items 1.01, 2.01 and 9.01;
(c) the Registrant's Current Report on Form 8-K filed on April 13, 2006 related
to Items 1.01 and 9.01;
(d) the description of the Company's Common Stock, par value $0.001 per share
(the "Common Stock"), which is contained in the Company's Registration
Statement filed under the Securities Act of 1933, as amended, on Form 10-SB
filed on December 30, 2002, including any amendment or report filed with
the Commission for the purpose of updating such description of Common
Stock.
All documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of 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 incorporated or 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation, as amended, provides that the
personal liability of all of its directors of the Company shall be eliminated to
the fullest extent permitted by the General Corporation Law of the State of
Delaware ("DGCL").
In addition, the Company's Articles of Incorporation, as amended, and
its Bylaws, as amended, provide that the Company shall indemnify its officers
and directors, and any employee who serves as an officer or director of any
corporation at the Company's request, to the fullest extent permitted under and
in accordance with the DGCL. Under the DGCL, directors and officers as well as
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation as a derivative action) if they acted in good faith and in a manner
they 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 their conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
4.1 2006 Incentive Equity Stock Plan
5.1 Opinion of Reitler Brown & Rosenblatt, LLC
23.1 Consent of Stonefield Josephson, Inc., independent auditors of
Registrant
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 thereof) which,
individually or in the aggregate, represent 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 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.
(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 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
of 1933 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 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.
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 the City of Hong Kong, China, on April 25, 2006.
ACL SEMICONDUCTORS INC
By: /s/ Chung-Lun Yang
----------------------------------------
Chung-Lun Yang, Chief Executive Officer
By: /s/ Kenneth Lap-Yin Chan
----------------------------------------
Kenneth Lap-Yin Chan, Chief Financial
Officer and Principal Accounting Officer
SIGNATURE PAGE
AND
POWER OF ATTORNEY
The undersigned directors of ACL Semiconductors Inc. by their execution
of this signature page hereby constitute and appoint Chung-Lun Yang with power
to act one without the other, as our true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for us and in our stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Chung-Lun Yang
- ------------------------ Chief Executive Officer April 25, 2006
Chung-Lun Yang and Director
/s/ Kenneth Lap-Yin Chan
- ------------------------ Chief Financial Officer and April 25, 2006
Kenneth Lap-Yin Chan Principal Accounting Officer
/s/ Ben Wong
- ------------------------ Director April 25, 2006
Ben Wong