As filed with the Securities and Exchange Commission on July 13, 2005
FILE NO. 000-30644
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA EXPERT TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Nevada 98-0348086
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(Sate or other jurisdiction of incorporation or I.R.S. Employer
organization) Identification No.
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Room 2703-04 Great Eagle Centre
23 Harbour Road
Wanchai, Hong Kong
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(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement dated as of June 17, 2005
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(Full title of the plan)
Thomas R. Marshall, Esq.
Lazare Potter Giacovas & Kranjac LLP
950 Third Avenue
New York, New York 10022
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(Name and address of agent for service)
(212) 784-3297
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price per Aggregate Offering Price Amount of
Registered Registered (1) Share(2) (2) Registration Fee
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Common Stock, 1,056,911 $0.66 $697,561 $82.10
$0.001 par value
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(1) Consists of the total number of shares reserved for issuance pursuant to the
Consulting Agreement described herein.
(2) Based on the offering price of the securities as provided in the Consulting
Agreement described herein.
PART I
ITEM 1. PLAN INFORMATION
On June 17, 2005, Expert Network (Shenzhen) Company Limited (the
"Company"), a subsidiary of China Expert Technology, Inc. (the "Registrant") and
the Registrant entered into a Consulting Agreement (the "Agreement") with Zhao
Wei (the "Consultant") of China e-Internet Technologies Limited. Pursuant to the
terms of the Agreement, in consideration of consulting services rendered to the
Company by the Consultant, the Registrant agreed to issue 1,056,911 shares of
its common stock, par value $0.001 per share (the "Common Stock") to the
Consultant. The Registrant is registering the Shares on this Form S-8
registration statement as provided in the Agreement (this "Registration
Statement").
The Agreement provides for the sourcing and servicing of e-Government
contracts by the Consultant for the Company throughout the People's Republic of
China. "e-Government" is the integration of modern information and communication
technologies to create an IT network platform to optimize and manage
governmental administrative functions. Upon the successful execution of an
e-Government Contract sourced by the Consultant to the Company, the Company
shall pay a commission to the Consultant payable in cash or in shares of the
Registrant's common stock. The Agreement shall continue indefinitely and is
subject to termination by either party upon thirty (30) days prior written
notice to the other party.
A copy of the Agreement is attached hereto as Exhibit 10.1.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant hereby undertakes to provide the Consultant without
charge, upon written or oral request with copies of all documents incorporated
by reference in Item 3 of Part II of this Registration Statement. Such documents
are incorporated by reference in the Section 10(a) prospectus. Other documents
required to be delivered to the Consultant pursuant to Rule 428(b) of the
Securities Act of 1933, as amended (the "Securities Act") are also available
without charge upon written or oral request. Requests for documents should be
addressed to the Registrant using the address listed on the cover page hereof.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement:
(a) The Registrant's Annual Report filed on Form 10-KSB for the fiscal year
ended December 31, 2004 (the "Annual Report") filed by the Registrant under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission (the "Commission").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year including:
1. The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2005, as amended, as filed with the Commission.
2. The Registrant's Current Report on Form 8-K dated March 7, 2005, as
amended, as filed with the Commission.
3. The Registrant's Current Report on Form 8-K dated March 14, 2005, as
amended, as filed with the Commission.
4. The Registrant's Current Report on Form 8-K dated March 17, 2005, as
amended, as filed with the Commission.
5. The Registrant's Current Report on Form 8-K dated April 7, 2005, as
amended, as filed with the Commission.
6. The Registrant's Current Report on Form 8-K/A dated April 25, 2005,
as amended, as filed with the Commission.
7. The Registrant's Current Report on Form 8-K dated April 26, 2005, as
amended, as filed with the Commission.
(c) The description of the Registrant's common stock set forth under the caption
"Description of Securities" in its 10-SB/A Registration Statement filed with the
Commission on August 31, 1999, is hereby incorporated by reference.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of 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 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.
Lazare Potter Giacovas & Kranjac LLP has opined as to the legality of
the securities being offered by this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being our
director or officer, or serving at our request 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 action, 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 may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, we have been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Lazare Potter Giacovas & Kranjac LLP
10.1 Consulting Agreement dated as of June 17, 2005 by and among the
Registrant, the Company and Zhao Wei
23.1 Consent of Lazare Potter Giacovas & Kranjac LLP (contained in its
opinion filed as Exhibit 5.1 to this Registration Statement)
23.2 Consent of PKF
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers and 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 in the
information in the Registration Statement.
2. That, for determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
3. To remove by means of a post-effective amendment any of the
securities that remain unsold at the termination of the offering.
4. 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 Securities Exchange Act of 1934 (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 this
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.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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, thereunto
duly authorized, in New York, New York on this 13th day of July, 2005.
Date: July 13, 2005
CHINA EXPERT TECHNOLOGY, INC.
/s/ Zhu Xiaoxin
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Name: Zhu Xiaoxin
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ Huang Tao Chairman and Director July 13, 2005
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Huang Tao
/s/ Zhu Xiaoxin Chief Executive Officer and Director July 13, 2005
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Zhu Xiaoxin
/s/ Chiang Min Liang Chief Financial Officer (Principal July 13, 2005
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Chiang Min Liang
/s/ Kung Sze Chau Director July 13, 2005
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Kung Sze Chau
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Lazare Potter Giacovas & Kranjac LLP
10.1 Consulting Agreement dated as of June 17, 2005 by and among the
Registrant, the Company and Zhao Wei
23.1 Consent of Lazare Potter Giacovas & Kranjac LLP (contained in its
opinion filed as Exhibit 5.1 to this Registration Statement)
23.2 Consent of PKF