As filed with the Securities and Exchange Commission on October 21, 2002
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
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FORLINK SOFTWARE CORPORATION, INC.
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(Exact name of registrant as specified in its charter)
Nevada 84-0438458
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
9/F, Fang Yuan Mansion, No.56, Zhongguancun South Road Yi, Haidian District, Beijing, China 100044
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(Address of Principal Executive Offices) (Zip Code)
Forlink Software Corporation 2002 Stock Plan
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(Full title of the plan)
Xiaoxia Zhao , 9/F, Fang Yuan Mansion, No.56, Zhongguancun South Road Yi, Haidian District, Beijing, China
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(Name and address of agent for service)
011-8610-88026368
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate offering Amount of
to be registered Registered (1) Per share (2) price (2) registration fee (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.001 8,000,000 $.0475 $380,000.00 $34.96
par value
========================= ====================== ======================= ====================== ======================
TOTALS 8,000,000 $380,000.00 $34.96
========================= ====================== ======================= ====================== ======================
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(1) To be issued, at the sole discretion of the Registrant, directly or
pursuant to options under the Forlink Software Corporation, Inc. 2002
Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) under the Securities Act of 1933 as
follows: (i) in the case of shares of common stock which may be
purchased upon exercise of outstanding options, the fee is calculated
on the basis of the price at which the options may be exercised; and
(ii) in the case of shares of common stock which have not been issued
and/or for which options have not yet been granted and the option
price of which is therefore unknown, the fee is calculated on the
basis of the average of the bid and asked price per share of the
common stock on a date within five (5) business days prior to the
date of filing of this registration statement, as reported on the
National Association of Securities Dealers, Inc. OTC Bulletin Board.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Forlink
Software Corporation, Inc. 2002 Stock Plan, effective as of August 16, 2002 (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.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, filed March 29, 2002;
(b) Quarterly Report on Form 10-QSB for the period ended March 31,
2002, filed May 15, 2002;
(c) Quarterly Report on Form 10-QSB for the period ended June 30,
2002, filed August 13, 2002; and
(d) Quarterly Report on Form 10-QSB/A for the period ended June
30, 2002, filed August 20, 2002.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to and subsequent to the date hereof 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 with the
Commission.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Members 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 as an exhibit
hereto, may be eligible to be issued shares of Common Stock under the Plan or
granted options to purchase shares of Common Stock pursuant to the Plan.
2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes permits a corporation to
indemnify any officer, director, employee, or agent, who is, was, or is
threatened to be made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer, director,
employee, or agent, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal action, he had no reasonable cause
to believe that his conduct was unlawful. In the case in which a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of such action, the corporation must indemnify him for
expenses, including attorneys fees, actually and reasonably incurred by him.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the law
and is, therefore, unenforceable. In the event a demand for indemnification is
made, the issuer 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 law and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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3.1 Articles of Incorporation, as amended and currently
in effect. (Incorporated by reference to Exhibit No.
3.1 of the Form 10-QSB for the quarter ended March
31, 2000, filed May 13, 2000).
3.2 Bylaws dated May 11, 2000. (Incorporated by reference
to Exhibit No. 3.2 of the Form 10-QSB for the quarter
ended March 31, 2000, filed May 13, 2000).
5.2 Opinion of Counsel, Futro & Trauernicht LLC (filed
herewith).
10.2 Forlink Software Corporation, Inc. 2002 Stock Plan
(filed herewith).
23.3 Independent Auditor's Consent, BDO International
(filed herewith).
23.4 Consent of Counsel, Futro & Trauernicht LLC (included
in Exhibit 5.2).
3
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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 and 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 no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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 hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 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 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 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 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.
4
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, China on the 21st day of October 2002.
FORLINK SOFTWARE CORPORATION, INC.
By: /s/ Xiaoxia Zhao
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Xiaoxia Zhao, Chairman, Secretary,
Treasurer and Chief Financial and
Accounting 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/ Xiaoxia Zhao
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Xiaoxia Zhao, Chairman, Secretary,
Treasurer and Chief Financial and
Accounting Officer
Date: October 21, 2002
By: /s/ Yi He
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Yi He, President and Director
Date: October 21, 2002
By: /s/ Honkeung Lam
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Honkeung Lam, Director
Date: October 21, 2002
5
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit No. 3.1 of the Form
10-QSB for the quarter ended March 31, 2000, filed May 13,
2000).
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit No. 3.2 of the Form 10-QSB for the quarter ended March
31, 2000, filed May 13, 2000).
5.2 Opinion of Counsel, Futro & Trauernicht LLC (filed herewith).
10.2 Forlink Software Corporation, Inc. 2002 Stock Plan (filed
herewith).
23.3 Independent Auditor's Consent, BDO International (filed
herewith).
23.4 Consent of Counsel, Futro & Trauernicht LLC (included in
Exhibit 5.2).
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