UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AGROCAN CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
CLI Building
313 Hennessey Road, Suite 1003
Hong Kong
(852) 2519-3933
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(Address of principal executive offices) (Zip Code)
Fiscal 2000 Equity Compensation Plan
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(Full Title of Plan)
Jerry Gruenbaum, Esq.
205 Church Street - 3rd Floor
New Haven, Connecticut 06510-1805
(203) 498-6080 Tel
(203) 498-6022 Fax
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(Name, address and telephone number of agent for service)
With a copy to:
Jerry Gruenbaum, Esq.
205 Church Street - 3rd Floor
New Haven, Connecticut 06510-1805
(203) 498-6080 Tel
(203) 498-6022 Fax
Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share 1) Offering Price Fee
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Common shares 130,000 $ 1.00 $ 130,000 $ 32.50
$0.0001
par value
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Item 1. Plan Information
AgroCan Corporation, a Delaware Corporation (the "Corporation" or the
"Registrant") is offering shares of its common stock to various individuals
("Recipients") for consulting services performed on the Company's behalf. This
issuance of shares is being made pursuant to the Company's Fiscal 2000 Equity
Compensation Plan (the "Plan") adopted by the Board of Directors on March 23,
2001. The Board has equated this number of shares to the value of the consulting
services provided or to be provided by these individuals. The shares issued
hereunder will not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the number of
shares listed next to their names:
Gary Cella 30,000 shares for consulting services
Johny Wu 100,000 shares for consulting services
Item 2. Registrant Information and Employee Plan Annual Information
The Recipients shall be provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the Recipients that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include
the address (giving title or department) and telephone number to which the
request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(a) The following documents filed with the Securities and Exchange
Commission by the Registrant, are incorporated by reference:
(1) The Corporation's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 2000, as filed with the Securities and Exchange Commission on
February 14, 2001.
(2) The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2000, as filed with the Securities and Exchange
Commission on January 16, 2001.
(3) The description of the Corporation's Common Stock set forth on
Page 22 and 23 of Part I of the Corporation's Registration Statement on
Amendment 3 to Form 10-SB/12g dated December 22, 1999, as filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) All other reports or documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the registration documents referred to above are hereby
incorporated by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Neither the Registrant's attorney Jerry Gruenbaum of New Haven, Connecticut
or the Registrant's accountants Horwath Gelfond Hochstadt Pangburn, P.C. of
Denver, Colorado nor any other experts named in the registration statement
has any equity or other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
Under the Company's Article of Incorporation and Bylaws, the Company may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a matter he reasonably believed to be in the Company's best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, the Company must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Delaware.
Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Delaware law,
the Company is informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the
Act and is, therefore, unenforceable.
The officers and directors of the Company are accountable to the Company
as fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may be
able to institute legal action on behalf of himself and all others similarly
stated shareholders to recover damages where the Company has failed or refused
to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be able
to bring a class action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or sale of
their interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document Description
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3.1 Articles of Incorporation, dated December, 1997 incorporated
by reference to the Company's Registration Statement filed on
Form 10-SB/12g on May 4, 1999.
3.1(I) Amendment to Articles of Incorporation dated May 15, 1988
automatically subdividing each share of common stock into two
shares of common stock, incorporated by reference to the
Company's Registration Statement filed on Form 12-SB/12g on May
4, 1999.
3.2 Company's By-Laws, incorporated by reference to the Company's
Registration Statement filed on Form 12-SB/12g on May 4, 1999.
5.1 Opinion of Jerry Gruenbaum, Esq. regarding the legality of the
Securities being registered.
10.1 Joint-Venture Contract dated October 18, 1996 with Nanchang
Organic Fertilizer Factory for the establishment of Jiangxi
Fenglin Chemical Industry Company Limited, incorporated by
reference to the Company's Registration Statement filed on
Form 10-SB/12g on May 4, 1999.
10.2 Lease Agreement dated December 18, 1996 with Xipho Development
Company Limited for Hong Kong Office, incorporated by reference
to the Company's Registration Statement filed on Form 10-SB/12g
on May 4, 1999.
10.3 Land Lease Agreement dated January 25, 1997 with Guangxi
Forestry Science Institute for Guangxi Linmao, incorporated by
reference to the Company's Registration Statement filed on Form
10-SB/12g on May 4, 1999.
10.4 Lease Agreement dated October 18, 1996 with Jiangxi Province
Nanchang Organic Fertilizer Factory for Jiangxi Fenglin,
Incorporated by reference to the Company's Registration
Statement filed on Form 10-SB/12g on May 4, 1999.
10.5 Land Lease Agreement dated July 3, 1997 with People's
Government of Fubei Town, Linchuen City, Jiangxi, Peoples
Republic of China for Jiangxi Jiali, incorporated by reference
to the Company's Registration Statement filed on Form 10-SB/12g
on May 4, 1999.
Exhibit No. (Cont.) Document Description
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10.6 Fiscal 2000 Equity Compensation Plan approved by the Board
of Directors on March 23, 2001
21. Subsidiaries of the Registrant, incorporated by reference to
the Company's Registration Statement filed on Form 10-SB/12g on
May 4, 1999.
23.1 Consent of Horwath Gelfond Hochstadt Pangburn, P.C. Certified
Public Accountants.
Item 9. Undertaking.
The Registrant makes the following undertakings:
(a) (1) (i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(ii) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 indemnification is
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 the 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
of such corporation it is the opinion of the SEC that any such indemnification
is against public policy.
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
authorize, in Hong Kong, on March 23, 2001.
AGROCAN CORPORATION
(Registrant)
By: /s/ Lawrence Hon
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Lawrence Hon, President
Chief Executive Officer
By: /s/ Donald Lau
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Donald Lau, Chief Financial
Officer and Director
In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
/s/ Lawrence Hon President and Chief Executive Officer 03/23/01
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Lawrence Hon
/s/ Donald Lau Chief Financial Officer and Director 03/23/01
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Donald Lau
/s/ Danny Wu Secretary and Director 03/23/01
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Danny Wu
/s/ Ngai Poon Director 03/23/01
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Ngai Poon