As filed with the Securities and Exchange Commission on September 17, 2004
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINA ENERGY SAVINGS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 86-099573
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
22/F MORRISON COMMERCIAL BUILDING
31 MORRISON HILL ROAD
WANCHAI, HONG KONG, CHINA
(Address of principal executive offices)
2004 EQUITY INCENTIVE PLAN
(Full title of the plan)
LEE KAM MAN
22/F MORRISON COMMERCIAL BUILDING
31 MORRISON HILL ROAD
WANCHAI, HONG KONG, CHINA
(Name and address of agent for service)
852- 2891-3130
(Telephone number, including area code, of agent for service)
With copy to:
KEVIN LEUNG, ESQ.
RICHARDSON AND PATEL, LLP
10900 WILSHIRE BLVD. SUITE 500
LOS ANGELES, CA 90024
(310) 208-1182
CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 1,200,000 $12.92 $15,504,000 $1,964.35
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(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices
reported on September 15, 2004, as reported on the OTC Electronic Bulletin
Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
registration statement:
(a) The Annual Report for the fiscal year ended September 30, 2003, filed
by the Registrant with the Securities and Exchange Commission (the "Commission")
on Form 10KSB on January 6, 2004, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.
(b) The Quarterly Reports for the quarter ended December 31, 2004, March
31, 2004, and June 30, 2004 filed by the Registrant with the Commission on Form
10QSB on February 17, 2004, May 19, 2004 and August 24, 2004, respectively. The
Current Reports filed by the Registrant with the Commission on Form 8-K on March
23, 2004, June 11, 2004, June 30, 2004, as amended on August 20, 2004, August
24, 2004 and August 27, 2004.
(c) The description of the Registrant's common stock, which is included in
Amendment No. 4 to the registration statement on Form 10-SB, file no. 000-31047,
filed with the Commission on November 13, 2000.
(d) In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 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 into this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richardson and Patel LLP has given an opinion on the validity of the
securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Registrant's
common stock pursuant to this Form S-8 registration statement. Attorneys of the
law firm own approximately 41,666 shares of the Registrant's restricted common
stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes provides that we may
indemnify any person who was or is a party, or is threatened to be made a party,
to any action, suit or proceeding brought by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other entity. The expenses that are subject to
this indemnity include attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified party in
connection with the action, suit or proceeding. In order for us to provide this
statutory indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to a criminal action or proceeding, the indemnified
party must have had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 also provides that we may indemnify any person who was or
is a party, or is threatened to be made a party, to any action or suit brought
by or on behalf of the corporation by reason of the fact that he is or was
serving at the request of the corporation as a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other entity
against expenses actually or reasonably incurred by him in connection with the
defense or settlement of such action or suit if he is not liable under Nevada
Revised Statutes section 78.138 of 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. We may not indemnify a person if the person is judged to be liable
to the corporation, unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity.
Section 78.7502 requires us to indemnify present and former directors or
officers against expenses if he has been successful on the merits or otherwise
in defense of any action, suit or proceeding, or in defense of any claim, issue
or matter.
As permitted by Nevada law, the Company's Articles of Incorporation contain
articles for indemnification of directors, officers, employees or agents of the
Registrant with respect to actions, suits or proceedings other than by or in the
right of the Registrant and for actions or suits by or in the right of the
Registrant; provided that with respect to actions or suits by or in the right of
the Registrant, no indemnification shall be made in respect of any claim, issue
or matter as to which such person has been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Registrant or where such
person was adjudged liable on the basis that personal benefit was improperly
received by him, unless and only to the extent that the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
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expenses which such court deems proper. Such indemnification provides for an
advance of costs, charges and expenses. The Registrant is authorized to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant. Further, the affirmative vote of
at least two-thirds of the total votes eligible to be cast shall be required to
amend, repeal or adopt any provision inconsistent with the article giving rise
to indemnification of directors, officers, employees or agents of the
Registrant.
The Company's Bylaws also provides that no director or officer of the
Registrant shall be liable for the acts, defaults or neglects of any other
director or officer, or for any loss sustained by the Registrant, unless the
same has resulted from his own willful misconduct, willful neglect or
negligence.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Gary E. Hirth, CPA
23.2 Consent of Webb and Company
23.3 Consent of Richardson and Patel, LLP (included in Exhibit 5)
99.1 2004 Employee Equity Incentive Plan
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes 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; (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; and (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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(c) 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 Hong Kong, People's Republic of China, on this 16th
day of September, 2004.
CHINA ENERGY SAVINGS TECHNOLOGY, INC.
a Nevada Corporation
/s/ Lee Kam Man
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By: Lee Kam Man
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: September 16, 2004 /s/ Lee Kam Man
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Lee Kam Man, Chief Executive Officer,
Acting Chief Financial Officer and Director
Dated: September 16, 2004 /s/ Li Shilong
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Li Shilong, Director
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