As filed with the Securities and Exchange Commission on June 10, 2004
File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KUBLA KHAN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UTAH 87-0650976
- ------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
57-71 #HIGH-TECH INDUSTRIAL PARK NANSHAN
DISTRICT SHENZHEN, P.R. CHINA 51805
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
KUBLA KHAN, INC. 2004 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
NATIONAL CORPORATE RESEARCH, LTD.
50 WEST 3900 SOUTH, SUITE 2B,
SALT LAKE CITY, UTAH 84107
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(801) 268-4407
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MITCHELL S. NUSSBAUM
LOEB & LOEB LLP
345 PARK AVENUE
NEW YORK, NY 10154-0037
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ---------------------------------------- ---------------- -------------- ----------- ------------
Common Stock, par value $0.001 per share 5,070,000 shares $3.00 $15,210,000 $1,927.11
__________________
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of an adjustment from stock splits,
stock dividends or similar events.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the last reported sale price of
the Company's Common Stock as reported on June 7, 2004 on the
Over-the-Counter Electronic Bulletin Board of the National Association of
Securities Dealers, Incorporated.
KUBLA KHAN, INC.
REGISTRATION STATEMENT ON FORM S-8
Explanatory Note
The purpose of this Registration Statement on Form S-8 of Kubla Khan,
Inc., a Utah corporation ("we," "us" or the "Company"), is to register 5,070,000
shares of the Company's common stock, par value $0.001 per share (the "Common
Stock"), issuable pursuant to the Kubla Khan, Inc. 2004 Equity Incentive Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003, as filed with the Commission on April 13, 2004;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2004, as filed with the Commission on May 17, 2004; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2, as filed with the
Commission on September 19, 2000, and as amended on November 29,
2000, January 3, 2001 and March 5, 2001.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in 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 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 a subsequently filed
document 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 part of this Registration
Statement.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
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ITEM 6. Indemnification of Directors and Officers.
Section 16-10a-902 of the Utah Revised Business Corporation Act and each
of our Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers, as well as any person who serves or
served as an officer or director of us at our request. We will indemnify such
individuals against all costs, expenses and liabilities incurred in a
threatened, pending or completed action, suit or proceeding brought by reason of
the fact that such individual is or was our director or officer or was otherwise
serving in a similar capacity at our request. To be eligible for indemnification
by us, such individual must have conducted himself in good faith, reasonably
believed that his conduct was in, or not opposed to, our best interest, and, in
a criminal action, such individual must not have had reasonable cause to believe
his conduct was unlawful. This right of indemnification is not exclusive of
other rights the individual is entitled to as a matter of law or otherwise.
Article X of our Articles of Incorporation affords our officers and
directors the maximum protection as provided under Utah Revised Business
Corporation Act Section 16-10a-841.
Under our bylaws, we will not indemnify any individual adjudged liable to
us due to his negligence or misconduct in the performance of his duties or if he
received any improper personal benefit. Determination of an individual's rights
to indemnification shall be made under the procedures set forth under our
bylaws. A judgment or conviction based on a guilty plea or nolo contendre or its
equivalent, or after trial, is not in and of itself deemed an adjudication that
such individual is liable to us.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
4.1 Kubla Khan, Inc. 2004 Equity Incentive Plan.
5.1 Opinion of Loeb & Loeb LLP.
23.1 Consent of Moores Rowland Mazars.
23.2 Consent of Loeb & Loeb LLP (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney.
ITEM 9. Undertakings.
(A) The undersigned registrant hereby undertakes:
(1) 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, 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.
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(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, 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 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 Nevada Revised Statutes, the Certificate of
Incorporation of the Company, 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 in successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, 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 Securities
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, as amended,
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 in the City
of Los Angeles, State of California, on this 10th day of June, 2004.
KUBLA KHAN, INC.
By: /s/ YaLi Xu
----------------------------------
YaLi Xu
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints YaLi Xu and Zhongping Wang, jointly and
severally, her (his) attorneys-in-fact, each with the power of substitution, for
her (him) in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to 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 dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ --------------------------------- -------------
/s/ YaLi Xu Chief Executive Officer and June 10, 2004
- ------------------------------ Director (Principal Executive
YaLi Xu Officer)
/s/ Xiaobin Liu Chief Financial Officer June 10, 2004
- ------------------------------ (Principal Financial and
Xiaobin Liu Accounting Officer)
/s/ Zhongping Wang Secretary and Director June 10, 2004
- ------------------------------
Zhongping Wang
/s/ Zhongnan Xu Director June 10, 2004
- ------------------------------
Zhongnan Xu
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
4.1 Kubla Khan, Inc. 2004 Equity Incentive Plan.
5.1 Opinion of Loeb & Loeb LLP.
23.1 Consent of Moores Rowland Mazars.
23.2 Consent of Loeb & Loeb LLP (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney.
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