0001005477-01-501401.txt : 20011019 0001005477-01-501401.hdr.sgml : 20011019 ACCESSION NUMBER: 0001005477-01-501401 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011017 EFFECTIVENESS DATE: 20011017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINAWE COM INC CENTRAL INDEX KEY: 0001043222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954627285 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71730 FILM NUMBER: 1760693 BUSINESS ADDRESS: STREET 1: HARTMAN & CRAVEN LLP STREET 2: 460 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2136507556 MAIL ADDRESS: STREET 1: HARTMAN & CRAVEN LLP STREET 2: 460 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022-1987 FORMER COMPANY: FORMER CONFORMED NAME: NEO MODERN ENTERTAINMENT CORP DATE OF NAME CHANGE: 20000125 S-8 1 d01-34808.txt FORM S-8 As filed with the Securities and Exchange Commission on October 16, 2001 Registration No. 333-_________ ================================================================================ United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Chinawe.com Inc. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-462728 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) c/o Hartman & Craven LLP, 460 Park Avenue, New York, NY 10022 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Chinawe.com Inc. 2001 Restricted Stock Plan ------------------------------------------- (Full Title of the Plan) Edward I. Tishelman, Esq. Hartman & Craven LLP 460 Park Avenue New York, New York 10022 ------------------------ (Name and address of agent for service) (212) 753-7500 ---------------------------------- (Telephone number, including area code, of agent for service) ------------------------------- Copy to: Joel I. Frank, Esq. Hartman & Craven LLP 460 Park Avenue New York, New York 10022 CALCULATION OF REGISTRATION FEE ========================================================================================================================= Proposed Proposed maximum maximum Title of Amount to be offering price aggregate Amount of securities to be registered registered per share(1) offering price(1) registration fee ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share........... 5,000,000 shares $.13 $650,000 $162.50 =========================================================================================================================
(1) Based on a per share exercise price of $.13, which price is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended. The price per share is estimated based on the average of the bid and asked price for Chinawe.com Inc.'s Common Stock on October 15, 2001, as reported by the National Association of Securities Dealers' Automated Quotation System. ================================================================================ 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") by Chinawe.com Inc. [formerly "Neo Modern Entertainment Corp."] (the "Registrant") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000, filed with the Commission on September 29, 2000; (b) The Registrant's Form 10-QSB for the quarter ended September 30, 2000, filed with the Commission on November 14, 2000; for the quarter ended December 31, 2000, filed with the Commission on February 14, 2001; for the quarter ended March 31, 2001, filed with the Commission on May 21, 2001 and for the quarter ended June 30, 2001, filed with the Commission on August 14, 2001 and amended on August 21, 2001; (c) The Registrant's Form 8-K Current Report filed with the Commission March 30, 2001 and Form 8-K/A Current Report filed with the Commission on May 29, 2001; and (d) The description of the Registrant's common stock, $0.001 par value (the "Common Stock"), contained in the Registrant's Registration Statement on Form 10-SB (file number 000-29169) filed with the Commission on January 26, 2000 under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all the securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. ITEM 4. Description of Securities. Not Applicable. Item 5. Interest of Named Experts and Counsel. Not Applicable. 2 Item 6. Indemnification of Directors and Officers. Section 317 of the Corporations Code of the State of California permits a California corporation to indemnify any director, officer, employee, or agent of the corporation for expenses, monetary damages, fines, and settlement amounts to the extent, as determined by a majority vote of a disinterested quorum of directors, independent legal counsel, disinterested shareholders, or the court in which the proceeding is pending, that the individual acted in good faith and in a manner he or she believed to be in the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe the conduct was unlawful. California law does not permit indemnification if the person is held liable to the corporation, including in a derivative action, except to the extent that an appropriate court concludes that despite the adjudication of liability but in view of all the circumstances, the person is fairly and reasonably entitled to indemnification for those expenses that the court deems proper. The Registrant's California's Bylaws provide that "[t]he liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law." Further, the Bylaws provide that "[t]he corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and shareholders, through By-Law provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code". Irrespective of the contents of the Registrant's California's charter documents, California law requires indemnification of reasonable defense expenses incurred by a director, officer, employee or agent, in any such proceeding, to the extent the director, officer, employee or agent was successful in the defense of the proceeding. Expenses incurred by an officer, director, employee or agent in defending an action may be advanced before the conclusion of a proceeding, under California law, if the individual undertakes to repay such amounts if it ultimately is determined that he or she is not entitled to indemnification. In addition, California law authorizes a corporation to purchase insurance for the benefit of its officers, directors, employees, and agents whether or not the corporation would have the power to indemnify against the liability covered by the policy but subject to limits imposed by insurance law. At present, there is no pending litigation or other proceeding involving a director or officer of the Registrant as to which indemnification is being sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification by any officer or director. Item 7. Exemption From Registration Claimed. Not Applicable. 3 Item 8. Exhibits EXHIBIT DESCRIPTION NUMBER ----------- ------ 4 Chinawe.com Inc. 2001 Restricted Stock Plan. 5 Opinion of Hartman & Craven LLP regarding legality of the Common Stock being registered. 23.1 Consent of Hartman & Craven LLP (included in their opinion filed as Exhibit 5). 23.2 Consent of H.M. Richard & Associates, independent certified public accountants. 23.3 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified public accountants. 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: (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. (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. (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. 4 (h) 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. 5 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 New York, State of New York, on October 16, 2001. CHINAWE.COM INC. By: /s/ Man Keung Wai ------------------------- Man Keung Wai President and Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/Man Keung Wai Chairman of the Board, President October 16, 2001 ---------------------- and Director (Principal Executive Man Keung Wai Officer and Principal Financial Officer) /s/Man Ying Ken Wai Vice President and Director October 16, 2001 --------------------- Man Ying Ken Wai /s/Vivian Wai Wa Chu Secretary and Director October 16, 2001 ---------------------- (Principal Accounting Officer) Vivian Wai Wa Chu 6 EXHIBIT INDEX Exhibit No. DESCRIPTION ----------- ----------- 4 Chinawe.com Inc. 2001 Restricted Stock Plan 5 Opinion of Hartman & Craven LLP regarding legality of the Common Stock being registered 23.1 Consent of Hartman & Craven LLP (included in their opinion filed as Exhibit 5) 23.2 Consent of H.M. Richard & Associates, independent certified public accountants. 23.3 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified public accountants. 7 EX-4 3 ex-4.txt CHINAWE.COM INC. 2001 RESTRICTED STOCK PLAN CHINAWE.COM INC. 2001 RESTRICTED STOCK PLAN 1. PURPOSE. The purpose of the Chinawe.com Inc. (the "Company") 2001 Restricted Stock Plan (the "Plan") is to promote the long-term growth of the Company by making awards of Common Stock to selected officers, directors, employees, consultants and other independent contractors providing or expected to provide valuable services contributing to the growth and success of the Company or its Subsidiaries. 2. DEFINITIONS. The following definitions are applicable to this Plan: Board means the Board of Directors of the Company. Cause means willful misconduct by the Participant in the performance of his duties with the Company or its Subsidiaries. Common Stock means the common stock, par value $.001 per share, of the Company. Participant means any officer, director, employee and consultant of the Company or its current or future Subsidiaries who is selected by the Board to participate in the Plan. Permanent Disability means the inability to perform the services required by a Participant's employment with the Company and its Subsidiaries, or service as a director, due to physical or mental disability which continues for ninety-one (91) consecutive days in any period of twelve (12) months. Restricted Period means the period of time during which Restricted Stock is subject to the restrictions referred to in Section 5(a) hereof. Restricted Stock means Common Stock which has been awarded to a Participant subject to the restrictions referred to in Section 5(a) hereof, so long as such restrictions are in effect. Subsidiary means any corporation of which the Company owns, directly or indirectly, stock having a majority of the total combined voting power of all classes of stock in such corporation. 3. ADMINISTRATION. The Plan shall be administered under the direction of the Board. The Board shall have sole and complete authority to (i) select the Participants; (ii) determine the number of shares of Common Stock to be awarded to each of the Participants and the terms and conditions on which such awards will be made; (iii) establish from time to time regulations for the administration of the Plan; (iv) interpret the Plan; and (v) make all determinations deemed necessary or advisable for the 8 administration of the Plan. All decisions, determinations and interpretations by the Board shall be final and binding on all Participants. 4. ELIGIBILITY. The Board shall, from time to time, select Participants from those key employees and directors of the Company and its Subsidiaries who, in the opinion of the Board, have the capacity for contributing to the success and growth of the Company and its Subsidiaries. 5. TERMS AND CONDITIONS OF AWARDS. All shares of Common Stock awarded under the Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Board in its sole discretion. (a) At the time of an award of Restricted Stock, the Board shall establish for each Participant one or more Restricted Periods during which shares of Common Stock awarded under the Plan may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, except as hereinafter provided in Section 5(b); provided, however, that the Board may, in its discretion, accelerate such Restricted Periods with respect to outstanding awards of Restricted Stock. Except for such restrictions, the Participant as owner of Restricted Stock shall have all the rights of a stockholder including but not limited to the right to receive all dividends paid on such shares and the right to vote such shares. (b) Upon the death, retirement or Permanent Disability of a Participant, upon the involuntary termination by the Company or any Subsidiary for reasons other than Cause, or upon the sale of assets of the Company or the merger or consolidation of the Company with another corporation and the terms of such sale, merger or consolidation do not entitle the Participant to shares of the purchasing, surviving or resulting corporation, all of such shares shall be free of such restrictions. If the Participant ceases to be an employee of the Company or its Subsidiaries for any other reason, then all unvested shares of Restricted Stock therefore awarded to him, shall upon such termination of employment be forfeited and returned to the Company and available for award to another Participant. (c) Each certificate issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Company and shall bear the following (or similar) legend: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including, in certain circumstances, forfeiture) contained in the Chinawe.com Inc. 2001 Restricted Stock Plan and an Agreement entered into between the registered owner and the Company. A copy of such Plan and Agreement is on file in the office of the Company, 9A, Lucky Horse Industrial Building, 64 Tong Mi Road, Mongkok, Kowloon, Hong Kong. If not then registered under the Securities Act of 1933 (the "Act"), each certificate issued in respect of Restricted Stock awarded under the Plan shall bear the following (or similar) additional legend: 9 The shares represented by this certificate have not been registered under the Securities Act of 1933, and such shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered unless registered under such Securities Act, or unless, in the opinion of counsel for the Company, an exemption is available from registration. (d) An award of Restricted Stock shall not be effective unless the Participant enters into an Agreement with the Company in a form specified by the Board agreeing to the terms, conditions and restrictions of the award and such other matters as the Board shall in its sole discretion determine. Subject to Section 9(a), such terms, conditions and restrictions may be modified by the Board. (e) At the expiration of a Restricted Period, the Company shall deliver to the Participant (or his legal representatives, beneficiaries or heirs) the certificates of Common Stock deposited with it pursuant to Section 5(c) for which such Restricted Period has terminated. 6. STOCK SUBJECT TO THE PLAN. Restricted Stock shall be shares of Common Stock and will be authorized but unissued shares or shares acquired by the Company and held in its treasury. Subject to adjustment in the number and kind of shares as provided in Section 7 hereof, 5,000,000 shares of Common Stock shall be reserved for award under the Plan. 7. CHANGES IN CAPITALIZATION. The aggregate number of shares of Common Stock which may be awarded under the Plan as provided in Section 6 hereof, shall be appropriately adjusted for any increase or decrease in the total number of shares of the Company's Common Stock resulting from a division or combination of shares or other capital adjustment; or resulting from the payment of a stock dividend, or other increase or decrease in such shares by the Company. 8. EMPLOYEE AND DIRECTOR RIGHTS UNDER THE PLAN. No employee, director or other person shall have any right to be awarded Common Stock under the Plan. Neither the Plan nor any action taken thereunder shall be construed as giving any employee and director any right to be retained in the employ of the Company or its Subsidiaries, or as a director. 9. AMENDMENT OR TERMINATION. (a) The Board of Directors may amend the Plan from time to time in such respects as the Board of Directors may deem advisable, provided that no change may be made in any award theretofore granted which would impair the rights of a Participant, without consent of the Participant, and provided further, that without the approval of the Company's stockholders, no amendment may be made if such approval would be required by Rule 16b-3 under the Exchange Act for transactions pursuant to the Plan to continue to be exempt thereunder. The Board may amend Agreements between Participants and the Company from time to time in such respects as the Board may deem advisable, provided that no change may be made in any 10 award theretofore granted which would impair the rights of a Participant without the written consent of the Participant. (b) The Board of Directors may at any time terminate the Plan. Any such termination of the Plan shall not affect awards already in effect and such awards shall remain in full force and effect as if the Plan had not been terminated. 10. EFFECTIVE DATE AND TERM OF THE PLAN. The Plan shall be effective upon adoption by the Board of Directors, subject to approval by majority vote of the stockholders of the Company. No awards may be made under the Plan subsequent to December 31, 2011. 11 EX-5 4 ex-5.txt EXHIBIT 5 OPINION OF LEGALITY EXHIBIT 5 HARTMAN & CRAVEN LLP 460 Park Avenue New York, New York 10022 October 16, 2001 Chinawe.com Inc. 9A Lucky Horse Industrial Building 64 Tong Mi Road Mongkok, Kowloon Hong Kong Re: Chinawe.com Inc. 2001 Restricted Stock Plan Dear Sirs: We are acting as counsel to Chinawe.com Inc., a California corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to 5,000,000 shares of the Company's common stock, $0.001 par value per share ("Common Stock"), which are to be issued pursuant to the Chinawe.com Inc. 2001 Restricted Stock Plan (the "Employee Plan"). The shares of Common Stock which are to be issued pursuant to the Employee Plan are hereinafter referred to as the "Shares". In connection with this opinion, we have examined and relied upon copies certified or otherwise identified to our satisfaction of: (i) the Employee Plan; (ii) the Company's Certificate of Incorporation, as amended and By-laws, as amended; (iii) the minute books and other records of corporate proceedings of the Company, as made available to us by officers of the Company; and have reviewed such matters of law as we have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of this opinion we have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to certain factual matters material to the opinion expressed herein, we have relied to the extent we deemed proper upon 12 representations, warranties and statements as to factual matters of officers and other representatives of the Company. Our opinion expressed below is subject to the qualification that we express no opinion as to any law other than the laws of the State of New York and the federal laws of the United States of America. We have, with your permission, assumed that in all material respects the laws of the State of California are the same as the laws of the State of New York. Without limiting the foregoing, we express no opinion with respect to the applicability thereto or effect of municipal laws or the rules, regulations or orders of any municipal agencies within any such state. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, it is our opinion that the Shares to be issued by the Company pursuant to the Employee Plan have been duly authorized and reserved for issuance and, when certificates for the Shares have been duly executed by the Company, countersigned by a transfer agent, duly registered by a registrar for the Shares and issued and paid for in accordance with the terms of the Employee Plan, the Shares will be validly issued, fully paid and non-assessable. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the federal laws of the United States of America be changed by legislative action, judicial decision or otherwise. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, HARTMAN & CRAVEN LLP By: /s/ Edward I. Tishelman --------------------------- Edward I. Tishelman, a partner 13 EX-23 5 ex23-2.txt EXHIBIT 23-2 CONSENT OF PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm in the Registration Statement (Form S-8 No. 333-xxxxx) pertaining to the 2001 Restricted Stock Plan of Chinawe.com Inc. and to the incorporation by reference therein of our report dated September 14, 2000, with respect to the consolidated financial statements of Chinawe.com Inc. included in its Annual Report (Form 10-KSB) for the year ended June 30, 2000 filed with the Securities and Exchange Commission. /s/ H.M. Richard & Associates October 10, 2001 EX-23 6 ex23-3.txt EXHIBIT 23.3 CONSENT OF PUBLIC ACCOUNTANT EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 6, 2001, which appears in the Form 8-K/A of Chinawe.com Inc. filed with the Securities and Exchange Commission on May 29, 2001. /s/ Horwath Gelfond Hochstadt Pangburn, P.C. October 16, 2001