As filed with the Securities and Exchange Commission on October 9, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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MEGACHAIN.COM, LTD.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-3177042
(IRS Employer Identification Number)
34 West 8th Avenue Vancouver, BC
CANADA V5Y 1M7
(Address of principal executive offices)
Tom Lavin
(Name and address of agent for service)
(604) 873-3847
(Telephone number, including area code of agent for service)
MegaChain.com, Ltd.
Directors and Employees Stock Option and Stock Award Plan
(Full title of the Plan)
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Copy to:
Robert L. Sonfield, Jr.
Sonfield and Sonfield
770 South Post Oak Lane, Suite 435
Houston, Texas 77056-1913
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered Registered(1) share (2) price (2) registration fee
Common Stock,
$.0001 par value 4,500,000 $.06 $270,000 $67.50
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers indeterminate amount of shares
to be offered or sold pursuant to the employee benefit plan(s) described herein.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, as permitted by Rule 457(h)(1) of the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices for the Company's
common shares as reported over-the-counter by the Electronic Bulletin Board on
October 4, 2001.
PART I
The documents containing the information specified in this Part I will
be sent or given to participants in the Directors and Employees Stock Option and
Stock Award Plan (the "Plan") as specified by Rule 428(b)(1). Pursuant to the
instructions for Form S-8, such documents need not be filed with the Commission
either as part of the Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933, as amended. See
Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) an (b) below have been filed by the
Registrant, MegaChain.com, Ltd. (the "Company"), with the Securities and
Exchange Commission (the "Commission") and are incorporated by reference in this
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
(a) Form 10KSB for the fiscal year ended June 30, 2001 and
filed with the Commission on September 24, 2001, Schedule 14f filed
with the Commission on September 19, 2001, Definitive Information
Statement filed with the Commission on July 27, 2001 and Preliminary
Information Statement filed with the Commission on July 17, 2001.
The above referenced reports, which were previously filed with the
Commission, are incorporated herein by reference.
(b) Registration Statement on Form S-8 dated and filed
January 2, 2001 with the Commission.
(c) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-SB referred to in (a) above.
Item 4: Description of Securities
Not Applicable
Item 5: Interests of Named Experts and Counsel.
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None
Item 6: Indemnification of Directors and Officers.
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The General Corporation Law of Delaware provides that:
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company has the power to indemnify any person made a party to any
lawsuit by reason of being a director or officer of the Company, or serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
actions suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
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Not Applicable
Item 8: Exhibits
The following documents are filed as Exhibits to this Registration
Statement:
A -- Directors and Employees Stock Option and
Stock Award Plan attached as Exhibit A to
Registration Statement on Form S-8 as filed
with the Commission on January 2, 2001.
5 -- Opinion of Sonfield and Sonfield as to the
validity of the shares being registered.
23 -- Consent of Cogen Sklar, LLP, Certified
Public Accountants
24.1 -- Consent of Sonfield and Sonfield (included
in Exhibit 5)
Item 9: Undertakings
The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement 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;
(b) 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; and
(c) 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.
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 Vancouver, British Columbia, Canada, on the 4th day of
October, 2001.
MEGACHAIN.COM, LTD. MEGACHAIN.COM, LTD.
By: /s/Tom Lavin By: /s/Tom Lavin
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Tom Lavin, Chief Executive Officer Tom Lavin, Chief Financial Officer
EXHIBIT 5 and 24.1
LEGAL OPINION OF Sonfield and Sonfield
LETTERHEAD OF SONFIELD AND SONFIELD
October 9, 2001
Board of Directors
MegaChain.com, Ltd.
34 West 8th Avenue Vancouver, BC
CANADA V5Y 1M7
Dear Gentlemen:
In my capacity as counsel for MegaChain.com, Ltd., a Delaware
corporation (the "Company"), I have participated in the corporate proceedings
relative to the authorization and issuance by the Company of a maximum of
4,500,000 shares of common stock pursuant to the Consulting Agreements as set
out and described in the Company's amended Registration Statement on Form S-8
(File No. 333-53232) under the Securities Act of 1933 (the "Registration
Statement"). I have also participated in the preparation and filing of the
Registration Statement.
Based upon the foregoing and upon my examination of originals (or
copies certified to our satisfaction) of such corporate records of the Company
and other documents as I have deemed necessary as a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied me by the Company, having regard for the legal
considerations which I deem relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware;
(2) The Company has taken all requisite corporate action
and all action required by the laws of the State of Delaware with
respect to the authorization, issuance and sale of common stock to
be issued pursuant to the Registration Statement;
(3) The maximum of 4,500,000 shares of common stock, when
issued and distributed pursuant to the Registration Statement, will
be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to my firm in the Registration
Statement.
Yours very truly,
/s/Robert L. Sonfield, Jr.
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Robert L. Sonfield, Jr.
Managing Director
Exhibit 23
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Amendment No. 1 to
the Registration Statement on Form S-8 of MegaChain.com, Ltd. dated September
7, 2001 appearing in the Annual Report on Form 10-KSB of MegaChain.com, Ltd.
for the year ended June 30, 2001.
/s/Cogen Sklar, LLP
Bala Cynwyd, PA
October 9, 2001