As filed on August 8, 2001 Registration Statement No. 333-65380
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FAIRCHILD INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 91-1880015
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
(Address or principal executive offices) (Zip code)
STOCK OPTION TO WINSTON CABELL
STOCK OPTION TO PETER MILES
(Full title of plan)
ROBERT GRACE, PRESIDENT
FAIRCHILD INTERNATIONAL CORPORATION
595 HORNBY STREET, SUITE 600
VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
(Name and address of agent for service)
(604) 669-1040
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
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Shares of common 350,000 $0.09(2)<F2> $31,500(2)<F2> $7.88
stock underlying shares(1)<F1>
stock option to
Winston Cabell
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Shares of common 300,000 $0.09(2)<F2> $27,000(2)<F2> $6.75
stock underlying shares (1)<F1>
stock option to
Peter Miles
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TOTAL 650,000 $58,500(2)<F2> $14.63
shares(1)<F1>
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<FN>
(1)<F1> Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall also cover any additional shares of the common stock of
the Company which become issuable by reason of any stock split, stock
dividend, recapitalization, or other similar transaction effected
without the Registrant's receipt of consideration which results in an
increase in the number of the outstanding shares of the Registrant's
common stock.
(2)<F2> Calculated pursuant to Rule 457(h)(1) under the Securities Act based
on the exercise price of the options.
</FN>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of our
common stock, $.001 par value per share, issuable pursuant to outstanding stock
options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
We will send or give the documents containing the information specified in Part
1 of Form S-8 to employees as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Fairchild International Corporation, a Nevada corporation, will furnish without
charge to each person, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Robert Grace
at Fairchild International Corporation, 595 Hornby Street, Suite 600, Vancouver,
British Columbia V6C 1A4 Canada, telephone number (604) 669-1040.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE
The following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:
(a) Amendment No. 3 to the Registration Statement of the
Registrant on Form 10-SB filed September 13, 2000, Commission
File No. 0-28305.
(b) Current Reports of the Registrant on Form 8-K dated February
28, 2001, April 12, 2001, and June 14, 2001, Commission File
No. 0-28305.
(c) Annual Report of the Registrant on Form 10-KSB for the year
ended December 31, 2000, Commission File No. 0-28305.
(d) Quarterly Report of the Registrant on Form 10-QSB for the
quarter ended March 31, 2001, Commission File No. 0-28305.
(e) the description of the Registrant's common stock, par value
$.001 per share, contained in Part I, Item 8 of Amendment No.
3 to the Registration Statement on Form 10-SB filed on
September 13, 2000.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after 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 hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada General Corporation Law and Article VI of the
Company's Articles of Incorporation permit the Company to indemnify its officers
and directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in the Company's best interests or not opposed to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation or in connection with any other proceeding charging that the officer
or director derived an improper personal benefit, whether or not involving
action in an official capacity.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description of Document
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4.1 Stock Option Granted to Winston Cabell
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4.2 Stock Option Granted to Peter Miles
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5.1 Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
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23.1 Consent of Steele & Co.
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23.2 Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
(incorporated by reference into Exhibit 5.1)
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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 event 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.
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)
if, in the aggregate, the changes in volume and price
represent not more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(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.
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
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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.
Insofar as indemnification for liability 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.
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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 the City of Vancouver, Province of British Columbia, Canada, on
August 7, 2001.
FAIRCHILD INTERNATIONAL CORPORATION
By: /s/ ROBERT GRACE
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Robert Grace, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
President and director
(Principal Executive, Financial and
Accounting Officer)
/s/ ROBERT GRACE August 7, 2001
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