As filed with the Securities and Exchange Commission on October 16, 2001
Registration No. 333-_________
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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
Chinawe.com Inc.
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(Exact name of registrant as specified in its charter)
California 95-462728
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Hartman & Craven LLP, 460 Park Avenue, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Chinawe.com Inc. 2001 Restricted Stock Plan
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(Full Title of the Plan)
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
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(Name and address of agent for service)
(212) 753-7500
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(Telephone number, including area code, of agent for service)
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Copy to:
Joel I. Frank, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered per share(1) offering price(1) registration fee
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Common Stock, par value $.001 per share........... 5,000,000 shares $.13 $650,000 $162.50
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(1) Based on a per share exercise price of $.13, which price is estimated solely
for the purpose of calculating the registration fee in accordance with Rule
457(c) and (h) under the Securities Act of 1933, as amended. The price per share
is estimated based on the average of the bid and asked price for Chinawe.com
Inc.'s Common Stock on October 15, 2001, as reported by the National Association
of Securities Dealers' Automated Quotation System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Chinawe.com Inc. [formerly "Neo Modern Entertainment
Corp."] (the "Registrant") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2000, filed with the Commission on September 29, 2000;
(b) The Registrant's Form 10-QSB for the quarter ended September 30, 2000,
filed with the Commission on November 14, 2000; for the quarter ended December
31, 2000, filed with the Commission on February 14, 2001; for the quarter ended
March 31, 2001, filed with the Commission on May 21, 2001 and for the quarter
ended June 30, 2001, filed with the Commission on August 14, 2001 and amended on
August 21, 2001;
(c) The Registrant's Form 8-K Current Report filed with the Commission
March 30, 2001 and Form 8-K/A Current Report filed with the Commission on May
29, 2001; and
(d) The description of the Registrant's common stock, $0.001 par value
(the "Common Stock"), contained in the Registrant's Registration Statement on
Form 10-SB (file number 000-29169) filed with the Commission on January 26, 2000
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all the securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
ITEM 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 317 of the Corporations Code of the State of California permits a
California corporation to indemnify any director, officer, employee, or agent of
the corporation for expenses, monetary damages, fines, and settlement amounts to
the extent, as determined by a majority vote of a disinterested quorum of
directors, independent legal counsel, disinterested shareholders, or the court
in which the proceeding is pending, that the individual acted in good faith and
in a manner he or she believed to be in the best interests of the corporation
and, with respect to any criminal action, had no reasonable cause to believe the
conduct was unlawful. California law does not permit indemnification if the
person is held liable to the corporation, including in a derivative action,
except to the extent that an appropriate court concludes that despite the
adjudication of liability but in view of all the circumstances, the person is
fairly and reasonably entitled to indemnification for those expenses that the
court deems proper. The Registrant's California's Bylaws provide that "[t]he
liability of the Directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law." Further, the
Bylaws provide that "[t]he corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the California Corporations Code) for
breach of duty to the corporation and shareholders, through By-Law provisions or
through agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
to the limits on such excess indemnification set forth in Section 204 of the
California Corporations Code".
Irrespective of the contents of the Registrant's California's charter
documents, California law requires indemnification of reasonable defense
expenses incurred by a director, officer, employee or agent, in any such
proceeding, to the extent the director, officer, employee or agent was
successful in the defense of the proceeding.
Expenses incurred by an officer, director, employee or agent in defending
an action may be advanced before the conclusion of a proceeding, under
California law, if the individual undertakes to repay such amounts if it
ultimately is determined that he or she is not entitled to indemnification. In
addition, California law authorizes a corporation to purchase insurance for the
benefit of its officers, directors, employees, and agents whether or not the
corporation would have the power to indemnify against the liability covered by
the policy but subject to limits imposed by insurance law.
At present, there is no pending litigation or other proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Item 8. Exhibits
EXHIBIT DESCRIPTION
NUMBER -----------
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4 Chinawe.com Inc. 2001 Restricted Stock Plan.
5 Opinion of Hartman & Craven LLP regarding legality of the Common Stock
being registered.
23.1 Consent of Hartman & Craven LLP (included in their opinion filed as
Exhibit 5).
23.2 Consent of H.M. Richard & Associates, independent certified public
accountants.
23.3 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified
public accountants.
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:
(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.
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(h) 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.
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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 New York, State of New York, on October 16, 2001.
CHINAWE.COM INC.
By: /s/ Man Keung Wai
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Man Keung Wai
President and Chairman of
the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/Man Keung Wai Chairman of the Board, President October 16, 2001
---------------------- and Director (Principal Executive
Man Keung Wai Officer and Principal
Financial Officer)
/s/Man Ying Ken Wai Vice President and Director October 16, 2001
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Man Ying Ken Wai
/s/Vivian Wai Wa Chu Secretary and Director October 16, 2001
---------------------- (Principal Accounting Officer)
Vivian Wai Wa Chu
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EXHIBIT INDEX
Exhibit No. DESCRIPTION
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4 Chinawe.com Inc. 2001 Restricted Stock Plan
5 Opinion of Hartman & Craven LLP regarding legality of the Common Stock
being registered
23.1 Consent of Hartman & Craven LLP (included in their opinion filed as
Exhibit 5)
23.2 Consent of H.M. Richard & Associates, independent certified public
accountants.
23.3 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified
public accountants.
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