As filed
with the Securities and Exchange Commission on November 24, 2008
Reg. No.
333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
DISPLAY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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23-2753988
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer identification No.)
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12A
Block, Xinhe Road, Xinqiao No. 3
Industrial
Zone, Shajing District, Baoan Town
Shenzen,
China 150090
(Address
of Principal Executive Offices)
(Full
title of plan)
Lawrence
Kwok-Yan Chan
Chief
Executive Officer
12A
Block, Xinhe Road, Xinqiao No. 3
Industrial
Zone, Shajing District, Baoan Town
Shenzen,
China 150090
(Name,
address, and telephone number of agent for service)
With a
copy to:
Asher S.
Levitsky P.C.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
NY 10006
Phone:
(212) 981-6767
Fax:
(212) 930-9725
e-mail:
alevitsky@srff.com
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Proposed
maximum
Amount
to be
Registered
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Proposed
maximum
offering
price
per
share*
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Aggregate
offering
Price
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Amount
of Registration fee
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|
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Common
Stock
($.001
par value)
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|
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65,
000 |
(1) |
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$ |
0.95
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|
|
$ |
61,750 |
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$ |
2.43 |
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*
Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price on the over the counter bulletin board of $0.95,
on November 7, 2008.
(1) Issuable pursuant to
the 2008 Professional/Consultant Stock Compensation Plan.
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not required to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
12A
Block, Xinhe Road, Xinqiao No. 3
Industrial
Zone, Shajing District, Baoan Town
Shenzen,
China 150090
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
Registrant hereby incorporates by reference into this Registration Statement the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:
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·
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The
Registrant’s annual report on Form 10-KSB for the year ended December 31,
2007 filed with the SEC on March 21,
2008.
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·
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The
Registrant’s quarterly report on Form 10-Q for the quarters ending March
31, 2008, June 30, 2008 and September 30,
2008.
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·
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The
Registrant’s current reports on Form 8-K filed with the SEC on January 2,
2008 (as amended by a Form 8-K/A filed on January 18, 2008, March 17,
2008, April 3, 2008 (as amended by a Form 8-K/A filed on April 3, 2008),
April 9, 2008, May 1, 2008, and October 30,
2008.
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·
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The
description of the Registrant’s common stock contained in the registration
statement under the Exchange Act filed on September 3,
1971.
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Not
applicable.
The
validity of the shares of common stock offered hereby will be passed upon for
the Registrant by Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, NY
10006. Asher S. Levitsky, who is of counsel at Sichenzia Ross
Friedman Ference LLP, will be issued 65,000 shares of the Registrant’s common
stock pursuant to the 2008 Professional/Consultant Stock Compensation
Plan. The Asher S. Levitsky P.C. Defined Benefit Plan, of which Asher
S. Levitsky is the trustee and beneficiary, is the owner of 49,500 shares of
common stock.
The
Registrant’s certificate of incorporation provides that the liability of the
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under Delaware law and provides for indemnification
to the extent permitted by Delaware law.
The
Delaware General Corporation Law permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for any breach
of the director’s duty of loyalty to the corporation or its stockholders; acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; payments of unlawful dividends or unlawful stock
repurchases or redemptions, or any transaction from which the director derived
an improper personal benefit.
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses including attorneys’ fees, judgments, fines and amounts paid in
settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys’ fees
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation’s certificate of incorporation, bylaws, agreement, a
vote of stockholders or disinterested directors or otherwise.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the SEC, such indemnification is against public policy as expressed in the Act
of 1933 and is therefore unenforceable.
Not
Applicable.
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EXHIBIT
NUMBER
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EXHIBIT
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5.1
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Legality
Opinion of Sichenzia Ross Friedman Ference LLP
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10.1
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2008
Professional/ Consultant Stock Compensation Plan
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23.1
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Consent
of Independent Registered Public Accounting
Firm
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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:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective 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;
Provided,
however, that paragraphs
(1)(i), and (1)(ii) do not apply if the Registration Statement is on Form
S-8 and if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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.
(4) 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 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.
(5) That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each prospectus filed by a
Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
Provided,
however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective
date.
(6) That, for the purpose of determining
liability of a Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, each undersigned Registrant
undertakes that in a primary offering of securities of an undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of an undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any free
writing prospectus relating to the offering prepared by or on behalf of an
undersigned Registrant or used or referred to by an undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about an undersigned Registrant or its securities provided
by or on behalf of an undersigned Registrant; and
(iv) Any other
communication that is an offer in the offering made by an undersigned Registrant
to the purchaser.
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 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 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.
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 City of
Shenzhen, Province of Guangdong in the People’s Republic of China on this
24th
day of November, 2008.
CHINA
DISPLAY TECHNOLOGIES, INC.
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By:
/s/ Lawrence Kwok-Yan
Chan
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Lawrence
Kwok-Yan Chan
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated. Each person whose signature
appears below hereby authorizes Lawrence Kwok-Yan Chan as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission.
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Signature
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Title
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Date
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/s/
Lawrence Kwok-Yan Chan
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Chief
Executive Officer
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November
24, 2008
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Lawrence
Kwok-Yan Chan
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Chairman
and
Director
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(Principal
Executive Officer)
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/s/
Jason Ye
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Chief
Financial Officer
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November
24, 2008
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Jason
Ye
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(Principal
Financial and Accounting Officer)
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/s/
Liang Hong
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Director
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November
24, 2008
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Liang
Hong
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/s/
Sen Li
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Director
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November
24, 2008
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Sen
Li
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