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As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Forlink Software Corporation, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 87-0438458
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Fang Yuan Mansion 9F Baishiqiao Road No.54, Haidian district Beijing, China N/A
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(Address of Principal Executive Offices) (Zip Code)
Forlink Software Corporation, Inc. Stock Plan
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(Full title of the plan)
Nevada Agency & Trust Company,
50 West Liberty Street, Suite 880, Reno, Nevada 89501
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(Name and address of agent for service)
(775) 322-5623
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered registered per share(1) price(1) registration fee(1)
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Common Stock, $.001(2) 1,600,000 $4.84 $7,744,000 $2,044.42
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TOTALS 1,600,000 $7,744,000 $2,044.42
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(1) Because the offering price of all shares of Common Stock being registered
under the Forlink Software Corporation, Inc. Stock Plan is not known at
this time, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the registration fee with respect to
these shares have been calculated pursuant to Rule 457(h)(1) and Rule
457(c) of Regulation C under the Securities Act of 1933, as amended, which
require that, solely for purposes of calculating the registration fee,
these figures are based upon the average of the bid and asked price per
share of the Registrant's common stock on a date within five (5) days prior
to the date of filing of this Registration Statement, as reported on the
National Association of Securities Dealers, Inc. OTC Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, directly or
pursuant to options under the Forlink Software Corporation, Inc. Stock
Plan.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Forlink
Software Corporation, Inc. Stock Plan, effective as of June 1, 2000 (the
"Plan"), required by Item 1 of Form S-8, and the statement of availability of
registrant information and other information required by Item 2 of Form S-8 will
be sent or given to participants as specified by Rule 428. In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
Forlink Software Corporation, Inc., a Nevada corporation (the "Company"), shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999; the Quarterly Report on Form 10-QSB for the period ended
March 31, 2000; and Current Reports on Form 8-K filed January 18, 2000 and on
Form 8-K/A-2 filed March 28, 2000. All documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the termination of the offering shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained 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 or is 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. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Xiaoxia Xhao,
President, Forlink Software Corporation, Inc., Fang Yuan Mansion 9F, Baishiqiao
Road No.54, Haidian district, Beijing, China.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The authorized capital of the Company consists of 100,000,000 shares of
Common Stock, $.001 par value per share. The holders of the shares of Common
Stock have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company and
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon the liquidation, dissolution or
winding-up of the affairs of the Company. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
are entitled to one vote per share on all matters which shareholders are
entitled to vote upon at all meetings of the shareholders. All shares of Common
Stock to be issued in this offering, when paid for in accordance with the terms
hereof, will be validly issued, fully paid and non-assessable.
The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding shares
can elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A member of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached hereto as
Exhibit 5.1, will be issued 100,000 shares under the Plan and has also been
granted an option under the Plan to purchase an additional 100,000 shares. The
options vest and become exercisable on a pro rata basis over a period of four
years, have an exercise price of $5.00 per share, and expire on December 31,
2006.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Nevada eliminates the personal liability
of its directors to the Company or its stockholders for monetary damages for
breach of fiduciary duty of loyalty and care as a director, unless: (a) the
director breached or failed to perform his duties as a director; and (b) the
directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, which define the rights of
holders of the equity securities being registered. (Incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 2000.)
4.2 The Company's Bylaws, as amended, which define the rights of holders of the
equity securities being registered. (Incorporated by reference to Exhibit 3.2 of
the Company's Quarterly Report on Form 10-QSB for the period ended March 31,
2000.)
5.1 Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)
10.1 Forlink Software Corporation, Inc. Stock Plan dated June 1, 2000. (Filed
herewith.)
23.1 Consent of BDO International, Certified Public Accountants. (Filed herewith.)
23.2 Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.1.)
ITEM 9. UNDERTAKINGS.
The undersigned Company 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;
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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 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.
(4) The undersigned Company 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 that the payment by the Company of expenses incurred or paid by
a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person of the Company in the
successful defense of that action suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Company 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 of 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beijing, on the 17th day of July, 2000.
FORLINK SOFTWARE CORPORATION, INC.
By: /s/ Liang Che
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Liang Che, Chief Executive Officer
and Chief Financial Officer
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 dates indicated.
By: /s/ Liang Che
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Liang Che, Chief Executive Officer
and Chief Financial Officer and
Director
Dated: July 17, 2000
By: /s/ Xiaoxia Zhao
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Xiaoxia Zhao, President and Director
Dated: July 17, 2000
By: /s/ Wei Song
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Wei Song, Director
Dated: July 17, 2000
By: /s/ Jie Zhang
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Jie Zhang, Director
Dated: July 17, 2000
By: /s/ Michael Harrop
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Michael Harrop, Director
Dated: July 17, 2000
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EXHIBIT INDEX
Exhibit Number Description
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4.1 The Company's Articles of Incorporation, as amended, which define the rights of
holders of the equity securities being registered. (Incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 2000.)
4.2 The Company's Bylaws, as amended, which define the rights of holders of the
equity securities being registered. (Incorporated by reference to Exhibit 3.2 of
the Company's Quarterly Report on Form 10-QSB for the period ended March 31,
2000.)
5.1 Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)
10.1 Forlink Software Corporation, Inc. Stock Plan dated June 1, 2000. (Filed
herewith.)
23.1 Consent of BDO International, Certified Public Accountants. (Filed herewith.)
23.2 Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.1.)