As filed with the Securities and Exchange Commission on February 25, 2005
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAN SANG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0539570
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
21/F RAILWAY PLAZA, 39 CHATHAM ROAD SOUTH, TSIMSHATSUI, KOWLOON, HONG KONG
(Address of principal executive offices)
MAN SANG HOLDINGS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
CHENG CHUNG HING, RICKY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA, 39 CHATHAM ROAD SOUTH, TSIMSHATSUI
KOWLOON, HONG KONG
(852) 2317-5300
(Name, address and telephone number, including area code, of agent for service)
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COPIES TO:
MAURICE HOO
PERKINS COIE
25/F THREE EXCHANGE SQUARE
8 CONNAUGHT PLACE, CENTRAL
HONG KONG
(852) 2878-1177
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
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Common Stock, par value $.001 per share, 700,000 $1.18(2) $826,000(2) $97.22
subject to outstanding options under the Man
Sang Holdings, Inc. 1996 Stock Option Plan
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Common Stock, par value $.001 per share, 1,200,000 $7.94(3) $9,528,000(3) $1,121.45
reserved but not subject to outstanding
options, under the Man Sang Holdings, Inc.
1996 Stock Option Plan
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TOTAL 1,900,000 $10,354,000 $1,218.67
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(1) Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Company's outstanding Common Stock.
(2) Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purpose of calculating the
registration fee. The Proposed Maximum Offering Price Per Share is based
upon $1.18, which represents the weighted average of the exercise prices
of currently outstanding options, which range from $1.10 to $1.22 per
share.
(3) Estimated pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act
solely for the purpose of calculating the registration fee. The Proposed
Maximum Offering Price Per Share is based upon a share price of $7.94,
which was the average of the high price ($8.12) and the low price ($7.75)
of the Company's Common Stock as reported on the Over the Counter Bulletin
Board on February 23, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are hereby incorporated by reference into this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2004, filed with the Commission on June 29, 2004;
(ii) The Company's Quarterly Reports on Form 10-Q for the periods ended
June 30, 2004, September 30, 2004 and December 31, 2004, filed with
the Commission on August 13, 2004, November 12, 2004 and February 7,
2005, respectively;
(iii) The Company's Current Reports on Form 8-K filed with the Commission
on July 13, 2004, as amended, and September 16, 2004; and
(iv) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A12G, filed with the Commission on
June 17, 1996, under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and any amendment or report
filed for the purpose of updating such description.
In addition, all documents filed by the Company 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,
which indicates that all of the securities offered hereby have been sold or
which deregisters all such securities covered hereby and then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF COMMON STOCK.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law provides that a
corporation may indemnify its current and former officers, directors, employees
and agents against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement and that were incurred in connection with
actions, suits, or proceedings, except an
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action by or in the right of the corporation, in which such persons are parties
by reason of the fact that they are or were an officer, director, employee or
agent of the corporation, if such person (i) has not been adjudged to be liable
to the corporation; (ii) acted in good faith; (iii) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful and (iv)
reasonably believed that the conduct was in the best interests of the
corporation.
Further, Section 78.752 of the Nevada General Corporation Law permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability that may be asserted
against or incurred by, such persons in their capacities as officers, directors,
employees and agents of the corporation, whether or not the corporation would
have had the power to indemnify the person against the liability under the
provisions of Nevada General Corporation Law.
The Company's Articles of Incorporation and Bylaws provide that the
Company is required to indemnify, to the fullest extent provided by Section
78.751 of the Nevada General Corporation Law, any current or former director or
officer who is made, or threatened to be made, a party to an action or
proceeding by reason of the fact that such person serves or served as a director
or officer of the Company.
Our Articles of Incorporation include a provision that limits personal
liability for a breach of fiduciary duty by any of our directors or officers.
Such provision eliminates the personal liability of directors and officers for
damages occasioned by a breach of fiduciary duty, except for liability based on
intentional misconduct, fraud, a knowing violation of law or the payment of an
unlawful dividend in violation of Section 78.300 of the Nevada General
Corporation Law.
The Company has directors' and officers' insurance coverage that insures
the directors and officers of the Company and its subsidiaries against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
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ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
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5.1 Legal Opinion of Lionel Sawyer & Collins, P.C. regarding the
legality of the Common Stock being registered
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Lionel Sawyer & Collins, P.C. (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page)
99.1 Man Sang Holdings, Inc. 1996 Stock Option Plan (incorporated
by reference to the Company's Definitive Proxy Statement on
Schedule 14A, filed on October 25, 1996)
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Tsimshatsui, Kowloon, Hong Kong, on the 25th day of February,
2005.
MAN SANG HOLDINGS, INC.
By: /s/ CHENG Chung Hing, Ricky
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CHENG Chung Hing, Ricky
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Cheng
Chung Hing, Ricky and Au Moon Ying, Henry, as attorneys-in-fact with full power
of substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 25th day of February, 2005.
SIGNATURE TITLE
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/s/ CHENG Chung Hing, Ricky Chairman of the Board, President and Chief
----------------------------- Executive Officer (Principal Executive Officer)
Cheng Chung Hing, Ricky
/s/ AU Moon Ying, Henry Chief Financial Officer (Principal Financial and
----------------------------- Accounting Officer)
Au Moon Ying, Henry
/s/ CHENG Tai Po Vice Chairman of the Board and Director
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Cheng Tai Po
/s/ YAN Sau Man, Amy Vice President and Director
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Yan Sau Man, Amy
/s/ LAI Chau Ming, Matthew Director
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Lai Chau Ming, Matthew
/s/ YUEN Ka Lok, Ernest Director
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Yuen Ka Lok, Ernest
/s/ LEE Kang Bor, Thomas Director
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Lee Kang Bor, Thomas
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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5.1 Legal Opinion of Lionel Sawyer & Collins, P.C. regarding the
legality of the Common Stock being registered
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Lionel Sawyer & Collins, P.C. (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page)
99.1 Man Sang Holdings, Inc. 1996 Stock Option Plan (incorporated
by reference to the Company's Definitive Proxy Statement on
Schedule 14A, filed on October 25, 1996)