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.)
Dominion Centre
43-59 Queen's Road East Suite 706
Hong Kong
(852) 2519-3933
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(Address of principal executive offices) (Zip Code)
Fiscal 2001 Equity Compensation Plan
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(Full Title of Plan)
Craig G. Ongley
Vial, Hamilton, Koch & Knox LLP
1717 Main Street, Suite 4400
Dallas, Texas 75201
Tel: 214-712-4400
Fax: 214-712-4402
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(Name, address and telephone number of agent for service)
With a copy to:
Craig G. Ongley
Vial, Hamilton, Koch & Knox LLP
1717 Main Street, Suite 4400
Dallas, Texas 75201
Tel: 214-712-4400
Fax: 214-712-4402
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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 280,000 $ 1.00 $ 280,000 $ 32.50
$0.0001
par value
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Item 1. Plan Information
AgroCan Corporation (the "Company") is offering shares of its common stock
to various individuals for consulting services performed on its behalf. This
issuance of shares is being made pursuant to the Company's Fiscal 2001 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:
Alan J. Bent 140,000 shares for consulting services
Steve Kwok 140,000 shares for consulting services
Item 2. Registrant Information and Employee Plan Annual Information
The participants 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 participants 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 AgroCan Corporation, a Delaware corporation (the "Corporation" or
the "Registrant"), are incorporated by reference:
(1) The Corporation's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002 as filed with the Securities and Exchange Commission on May
8, 2002.
(2) The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2001, as filed with the Securities and Exchange
Commission on January 11, 2002.
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").
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(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 Craig Ongley of Dallas, Texas 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 our Article of Incorporation and Bylaws of the Corporation, we 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 our 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, we 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, we
are 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.
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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 on May 4, 1999.
3.1(I) Amendment to Articles of Incorporation dated May 15, 1998
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 10-SB on May 4,
1999.
3.2 Company's By-Laws, incorporated by reference to the Company's
Registration Statement filed on Form 10-SB-2 on May 4, 1999.
5.1 Opinion of Craig Ongley. 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 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 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 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 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 on May 4, 1999.
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Exhibit No.
(Cont.) Document Description
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10.6 Fiscal 2001 Equity Compensation Plan approved on June 6, 2002
21. Subsidiaries of the Registrant, incorporated by reference to the
Company's Registration Statement filed on Form 10-SB 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 reflect in the prospective any facts or events arising
after the effective date of this Registration Statement (or the most recent post
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, the paragraph (1) (i) and (1) (ii) do not apply if the
information in the post effective amendment by those paragraphs is contained in
a periodic report by us pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this 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 personas of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
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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 July 9, 2002.
AGROCAN CORPORATION
(Registrant)
By: /s/ Lawrence Hon
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Lawrence Hon, President
Chief Executive Officer
By: /s/ Carl Yuen
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Carl Yuen, Chief Financial
Officer
Each person whose signature appears below hereby constitutes and appoints
Lawrence Hon as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933. Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in their capacities
and on the dates indicated.
Signature Title Date
/s/ Lawrence Hon President and Chief Executive Officer 07/09/02
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Lawrence Hon
/s/ Danny Wu Secretary and Director 07/09/02
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Danny Wu
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