SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERIDIAN CO., LTD.
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(Exact Name of Company as specified in its charter)
Republic of Korea 0-32359 Not Applicable
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(Jurisdiction) (Commission File Number) (IRS Employer ID Number)
4F, Heungseong Bldg., 197-3, Jamsilbon-Dong, Songpa-Gu, Seoul, Korea
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(Address of principal executive offices)
CONSULTING AGREEMENTS
(Full title of the Agreement)
Company's telephone number: 82-2-2194-3300 Fax No.: 82-2-2194-3333
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CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Maximum Proposed Maximum
Class of Securities To Be Offering Price (1) Aggregate Amount of
To Be Registered Per Unit Offering Price(1) Registration Fee
Registered
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Common Stock 1,968,901(2)(3)(4) $0.17 $334,713.17 $27.11
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 713,019 shares issuable pursuant to a consulting agreement between
the Registrant and Hye Kyung Choi.
(3) Includes 794,117 shares issuable pursuant to a consulting agreement
between the Registrant and Seok Woo Lee.
(4) Includes 461,765 shares issuable pursuant to a consulting agreement
between the Registrant and Hye Kyung Jo.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Marketing
Consulting Agreement between MERIDIAN CO., LTD. (the "Company"), and HYE KYUNG
CHOI, dated as of January 15, 2003, the Compliance Agreement between MERIDIAN
CO., LTD. (the "Company"), SEOK WOO LEE, dated as of January 15, 2003 and the
Business Plan Agreement Between MERIDIAN CO., LTD. (the "Company"), and HYE
KYUNG JO, dated as of February 01, 2003, the Consulting Agreement between
Meridian Co., Ltd. (the "company") required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be
sent or given to participants as specified in 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.
The Company will 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.
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, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2002;
b. The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2001;
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document 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 subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in our filings under the
Exchange Act, and is incorporated herein by reference.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Not applicable.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
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4.1 Agreement between Meridian Co., Ltd., and Hye Kyung
Choi, dated as of January 15, 2003.
4.2 Agreement between Meridian Co., Ltd., and Seok Woo
Lee, dated as of January 15, 2003.
4.3 Agreement between Meridian Co., Ltd., and Hye Kyung Jo,
Dated as of February 1, 2003
5 Opinion of Legal Counsel.
23.1 Consent of Accountants.
23.2 Consent of Legal Counsel (Included in Exhibit 5).
ITEM 9. Undertakings
1. The 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:
(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 formation set forth in the 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;
(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
bonafide offering thereof.
(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.
2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Seoul, Korea, on this 16th day of July, 2003.
MERIDIAN CO., LTD.
By: /s/ Myeong, Hyeon-seong
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Myeong, Hyeon-seong, President and CEO
In accordance with the requirements of the Securities Act of 1933 as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Myeong, Hyeon-seong
_______________________ Director, Chief Executive Officer
Myeong, Hyeon-seong and President July 16, 2003
/s/ Park, Sang-yeul
_______________________ Director
Park, Sang-yeul July 16, 2003
/s/ Hong, Sungpil
_______________________ Director
Hong, Sungpil July 16, 2003
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERIDIAN CO., LTD.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
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4.1 Agreement between Meridian Co., Ltd., and Hye Kyung
Choi, dated as of January 15, 2003.
4.2 Agreement between Meridian Co., Ltd., and Seok Woo
Lee, dated as of January 15, 2003.
4.3 Agreement between Meridian Co., Ltd., and Hye Kyung Jo,
Dated as of February 1, 2003
5 Opinion of Legal Counsel.
23.1 Consent of Accountants.
23.2 Consent of Legal Counsel (Included in Exhibit 5).