As filed with the Securities and Exchange Commission on December 30, 2005
Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NT HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada 73-1215433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8th Floor, No. 211 Johnston Road
Wanchai, Hong Kong
(Address of Principal Executive Offices) (Zip Code)
NT HOLDING CORP.
2005 STOCK COMPENSATION PLAN
Chun Ka Tsun
8th Floor, No. 211 Johnston Road
Wanchai, Hong Kong
(852) 9188-2864
(Name, address and telephone number of
Registrant's executive offices and agent for service)
Copies to:
Vincent & Rees, L.C.
Attn: David M. Rees
175 East 400 South
Suite 1000
Salt Lake City, Utah 84111
(801) 303-5730
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registra-
Registered (1) (2) Price Offering tion Fee
Per Share Price (4)
(3) (4) (3) (4)
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Common Stock, 1,270,000 $0.45 $571,500 $67.27
Par value Shares Per Share
$0.001
Per Share
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(1) Covers 1,270,000 shares issuable under the NT Holding Corp. 2005 Equity
Incentive Plan (the "Plan").
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement is deemed to include additional
shares issuable under the terms of the Plan to prevent dilution resulting from
any future stock split, stock dividend or similar transaction.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of the common stock offered hereunder pursuant to the Plan is based on 1,270,000
shares reserved for issuance under the Plan at a price per share of $0.45, which
is the average of the bid and ask price for the shares on the OTC Bulletin Board
on December 30, 2005.
PART II
INFORMATION REQUIRED IN 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 year ended December 30, 2004, filed
by the Registrant with the Securities and Exchange Commission (the "Commission")
on Form 10KSB on April 15, 2005, 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 quarters ended March 31, 2005, June 30,
2005, and September 30, 2005, filed by the Registrant with the Commission on
Form 10QSB on May 9, 2005, August 15, 2005, and November 21, 2005, respectively.
The Current Reports filed by the Registrant with the Commission on Form 8-K on
August 19, 2005, August 29, 2005, August 31, 2005, September 13, 2005, September
16, 2005, November 1, 2005, November 4, 2005, November 14, 2005, November 23,
2005, December 1, 2005, and December 15, 2005.
(c) 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.
Item 5. Interests of Named Experts and Counsel.
Vincent & Rees, LC has given an opinion on the validity of the securities being
registered hereunder. Jeff Vincent and David Rees, partners of the law firm,
collectively own approximately 100,000 shares of the Registrant's restricted
common stock.
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
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.
The following documents are filed as a part of this registration statement.
5.1 Opinion of Counsel as to the legality of the shares being offered
23.1 Consent of Madsen & Associates CPAs, Inc.
23.2 Consent of Counsel (contained in Exhibit 5.1)
99.1 NT Holding Corp. 2005 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.
(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.
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, on this 29th day of December, 2005.
NT HOLDING CORP.
a Nevada Corporation
/s/ Chun Ka Tsun
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By: Chun Ka Tsun
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: December 29, 2005 /s/ Chun Ka Tsun
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Chun Ka Tsun, Chief Executive Officer
and Director
Dated: December 29, 2005 /s/ Michael Woo
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Michael Woo, Director