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 2002 Equity Compensation Plan
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(Full Title of Plan)
Craig G. Ongley
Vial, Hamilton, Koch & Knox LLP
1700 Pacific Ave., Suite 2800
Dallas, Texas 75201
Tel: 214-712-4400
Fax: 214-712-4402
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(Name, address and telephone number of agent for service)
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 1,000,000 $ 1.00 $ 1,000,000 $ 92.00
0.0001
par value
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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 2002 Equity
Compensation Plan (the "Plan") adopted by the Board of Directors on March 28,
2003. 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 and has no administrator, as the shares will be issued
directly to the participantsThe following individuals will receive the number
of shares listed next to their names:
Mr. Wai Hung Wong 500,000 shares for consulting services
Winnex Enterprises Ltd. 500,000 shares for consulting services
Additional information about the Plan may be obtained from AgroCan Corporation,
Dominion Centre, 43-59 Queen's Road East, Suite 706, Hong Kong (852) 2519-3933.
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 December 31, 2002 as filed with the Securities and Exchange Commission on
February 14, 2003.
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(2) The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2002, as filed with the Securities and Exchange
Commission on January 28, 2003.
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 Craig G. Ongley of the law firm of Vial,
Hamilton, Koch & Knox, LLP, Dallas, Texas or the Registrant's accountants Thomas
Leger & Co. L.L.P. of Houston, Texas 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.
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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 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.
4.1 Consulting Agreements.
5.1 Opinion of Vial, Hamilton, Koch & Knox, LLP, regarding the
legality of the securities being registered.
10.1 Fiscal 2002 Equity Compensation Plan approved on March 28, 2003
23.1 Consent of Thomas Leger & Co. L.L.P.
23.2 Consent of Vial, Hamilton, Koch & Knox, LLP (See 5.1)
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:
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(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
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.
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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 April 04, 2003.
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 04/04/2003
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Lawrence Hon
/s/ Carl Yuen Chief Financial Officer 04/04/2003
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Carl Yuen
/s/ Danny Wu Secretary and Director 04/04/2003
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Danny Wu
/s/ Maggie Poon Director 04/04/2003
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Maggie Poon
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