As filed with the Securities and Exchange Commission on September 24, 2004
Registration No. 333-__________
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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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BBMF CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 88-0286466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ROOM 4302, 43RD FLOOR, CHINA RESOURCES BUILDING
26 HARBOUR ROAD, WAN CHAI, HONG KONG SAR
(Address of principal executive offices)
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2004 STOCK OPTION PLAN
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BBMF Corporation
Room 4302, 43rd Floor, China Resources Building
26 Harbour Road, Wan Chai, Hong Kong SAR
(Name and address of agent for service)
+852 2116 8509
(Telephone number, including area code, of agent for service)
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Copy to:
Simon Luk
Heller Ehrman White & McAuliffe
35th Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
(852) 2292-2000
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of each class of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price fee
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2004 STOCK OPTION PLAN
Common Stock, US$0.001 par value...... 2,400,000 Shares $0.001 (2) $ 2,400 US$0.30
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(1) This registration statement shall also cover any additional shares of
common stock which become issuable under any of the plans being registered
pursuant to this registration statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the registrant's outstanding shares of common stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. The computation with respect to unissued options is based
upon the based upon the book value of the common stock as of September 22,
2004.
PART II
INFORMATION REQUIRED IN THE 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:
(a) The registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934 (the "Exchange Act"), which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Registrant's common stock contained in the
registrant's Registration Statement on Form 10-SB filed with the Commission
under Section 12 of the Exchange Act on November 8, 1999 including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes provides that a director or officer is not
individually liable to the corporation or its stockholders or creditors for any
damages as a result of any act or failure to act in his capacity as a director
or officer unless it is proven that his act or failure to act constituted a
breach of his fiduciary duties as a director or officer and his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law. The
Articles of Incorporation or an amendment thereto may, however, provide for
greater individual liability. Furthermore, directors may be jointly and
severally liable for the payment of certain distributions in violation of
Chapter 78 of the Nevada Revised Statutes.
The Company's Articles of Incorporation and By-laws provide in substance
that no director, officer, employee, fiduciary or authorized representative of
the Company shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director, officer or other
representative capacity to the fullest extent that the laws of the State of
Nevada permit elimination or limitation of the liability of directors and
officers.
The Nevada Revised Statutes also provide that under certain circumstances,
a corporation may indemnify any person for amounts incurred in connection with a
pending, threatened or completed action, suit or proceeding in which he is, or
is threatened to be made, a party by reason of his being a director, officer,
employee or agent of the corporation or serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, if such person (a) is not
liable for a breach of fiduciary duty involving intentional misconduct, fraud or
a knowing violation of law or such greater standard imposed by the corporation's
articles of incorporation; or (b) acted in good faith and in a manner which 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. Additionally, a corporation may indemnify a director, officer,
employee or agent with respect to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor,
if such person (a) is not liable for a breach of fiduciary duty involving
intentional misconduct, fraud or a knowing violation of law or such greater
standard imposed by the corporation's articles of incorporation; or (b) acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, however, indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court to be liable to the corporation or for amounts paid in settlement to
the corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper. To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not claimed.
Item 8. EXHIBITS.
See Exhibit Index.
Item 9. UNDERTAKINGS.
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 purposes 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.
(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.
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 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.
Insofar as the 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 a
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 registrant will, unless in the opinion of its counsel
the question has already 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.
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 Hong Kong, People's Republic of China, on September 24, 2004.
BBMF Corporation
By: /s/ Antony Ren Haw Ip
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Antony Ren Haw Ip
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Antony Ren Haw Ip and Anny Lian, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Antony Ren Haw Ip President (Principal Executive Officer) September 24, 2004
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Antony Ren Haw IP
/s/ Anny Lian Chief Financial Officer (Principal September 24, 2004
- ------------------------------------ Financial and Accounting Officer)
Anny LIAN
/s/ Antony Ren Haw Ip Director September 24, 2004
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Antony Ren Haw IP
/s/ Yih Hann Lian Director September 24, 2004
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Yih Hann LIAN
INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Woodburn and Wedge, Special Nevada Counsel to the Company
10.1 2004 Stock Option Plan
23.1 Consent of Woodburn and Wedge (included in Exhibit 5.1)
23.2 Consent of Chisholm, Bierwolf & Nilson, LLC
23.3 Consent of Independent Registered Public Accounting Firm (BDO McCabe
Lo & Company)
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement)