As
filed with the Securities and Exchange Commission on April 21, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LARGO
VISTA GROUP, LTD.
(Exact
name of registrant as specified in its charter)
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Nevada |
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76-0434540 |
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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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4570
Campus Drive
Newport
Beach, California
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92660 |
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(Address
of Principal Executive Offices) |
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(Zip
Code) |
Largo
Vista Group, Ltd. 2002 Stock Incentive Plan
(Full
title of the plan)
Deng
Shan
Chief
Executive Officer
Largo
Vista Group, Ltd.
4570
Campus Drive
Newport
Beach, CA 92660
(Name
and address of agent for service)
Telephone:
(949) 252-2180
(Telephone
number, including area code, of agent for service)
Copy
to:
Philip
J. Englund
3460
Corte Clarita
Carlsbad,
CA 92009
Telephone:
(760) 753-3464
Telecopy:
(760) 753-7005
CALCULATION
OF REGISTRATION FEE
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Title
of securities to be registered |
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Amount
to be
registered
(1) |
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Proposed
maximum
offering price
per
share
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock, par value $0.0001 per share
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25,000,000(1)(2) |
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$0.05(3) |
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$11,760,000(3) |
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$147.13(3) |
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(1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of common
stock which become issuable under the above-named plan by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in
an increase in the number of our outstanding shares of common stock.
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(2) |
Represents
25,000,000 shares issuable under the Largo Vista Group, Ltd. 2002 Stock
Incentive Plan. |
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(3) |
Estimated
pursuant to Rule 457(h) solely for purposes of calculating the aggregate
offering price and the amount of the registration fee based upon the price
at which the options may be exercised . |
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
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* |
The
documents containing the information specified in Part I will be delivered
in accordance with Rule 428(b)(1) under 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
“Commission”), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. 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.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by Largo Vista Group, Ltd. (the
“Company”) with the Commission, are incorporated in this Registration Statement
by reference:
(a) The
Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004, filed on April 15, 2005.
(b) The
Current Report on Form 8-K, filed on April 18, 2005.
(d) The
description of the Company’s common stock, par value $0.001 per share, contained
in the Form 10SB12G filed by the Registrant on January 14, 2000, including all
amendments filed for the purpose of updating such common stock description.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities. Not
applicable.
Item
5. Interests of Named Experts and Counsel. Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
Company is incorporated under the laws of the State of Nevada. Our
bylaws do not contain a provision entitling any director or executive officer to
indemnification against its liability under the Securities Act of 1933. The
Nevada Revised Statutes allow a company to indemnify our officers, directors,
employees, and agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under certain circumstances. Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good faith
and in a manner, which such person believed to be in the best interests of Largo
Vista. A determination may be made by the shareholders; by a majority of the
directors who were not parties to the action, suit, or proceeding confirmed by
opinion of independent legal counsel; or by opinion of independent legal counsel
in the event a quorum of directors who were not a party to such action, suit, or
proceeding does not exist.
Provided
the terms and conditions of these provisions under Nevada law are met, officers,
directors, employees, and agents of Largo Vista may be indemnified against any
cost, loss, or expense arising out of any liability under the 1933 Act. Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted
to directors, officers and controlling persons of Largo Vista. Largo Vista has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore, unenforceable.
The
Nevada Revised Statutes, stated herein, provide further for permissive
indemnification of officers and directors.
A. NRS
78.7502 Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.
1. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendre or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
B. NRS
78.751 Authorization required for discretionary indemnification; advancement of
expenses; limitation on indemnification and advancement of expenses.
1. Any
discretionary indemnification under NRS 78.7502 unless ordered by a court or
advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By
the stockholders;
(b) By
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding;
(c) If a
majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or
(d) If a
quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
2. The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The
indemnification and advancement of expenses authorized in NRS 78.7502 or ordered
by a court pursuant to this section:
(a) Does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
C. NRS
78.752 Insurance and other financial arrangements against liability of
directors, officers, employees and agents.
1. A
corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.
2. The
other financial arrangements made by the corporation pursuant to subsection 1
may include the following:
(a) The
creation of a trust fund.
(b) The
establishment of a program of self-insurance.
(c) The
securing of its obligation of indemnification by granting a security interest or
other lien on any assets of the corporation.
(d) The
establishment of a letter of credit, guaranty or surety.
No
financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
3. Any
insurance or other financial arrangement made on behalf of a person pursuant to
this section may be provided by the corporation or any other person approved by
the board of directors, even if all or part of the other person's stock or other
securities is owned by the corporation.
4. In the
absence of fraud:
(a) The
decision of the board of directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to this
section and the choice of the person to provide the insurance or other financial
arrangement is conclusive; and
(b) The
insurance or other financial arrangement:
(1) Is
not void or voidable; and
(2) Does
not subject any director approving it to personal liability for his action, even
if a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
5. A
corporation or its subsidiary which provides self-insurance for itself or for
another affiliated corporation pursuant to this section is not subject to the
provisions of Title 57 of NRS.
6. The
Registrant, with approval of the Registrant's Board of Directors, has obtained
directors' and officers' liability.
Item
7. Exemption from Registration Claimed. Not
applicable.
Item
8. Exhibits.
Reference is made to the attached Exhibit Index, which is incorporated by
reference herein.
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 the Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or 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 a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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; and
(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, each filing of the Company’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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, as of April 21,
2005.
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LARGO
VISTA GROUP, LTD. |
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By: |
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/s/
Deng Shan
_____________________ |
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Name: |
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Deng
Shan |
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Title: |
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Interim
Chief Executive Officer (Principal Executive Officer) and
Director |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated as of April
21, 2005.
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Signature |
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Title |
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/s/
Deng Shan
______________________________
Deng
Shan
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Interim
Chief Executive Officer (Principal
Executive
Officer) and Director (chairman of the Board of Directors)
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/s/
Albert Figueroa
_____________________________
Albert
Figueroa
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Principal
Financial and Accounting Officer and Director
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EXHIBIT
INDEX
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Exhibit
Number |
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Description |
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4.1* |
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Articles
of Incorporation of Largo Vista Group, Ltd. (filed with Form 10SB
11/2/99). |
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4.2* |
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Bylaws
of Largo Vista Group, Ltd. (filed with Form 10SB
11/2/99). |
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4.3* |
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Description
of the common stock, par value $0.001 as part of the Form 10SB12G filed
7/20/99 |
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5.1 |
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Opinion
of Philip J. Englund with respect to the legality of the shares of common
stock being registered hereby (filed herewith). |
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23.1 |
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Consent
of Russell Bedford Stefanou Mirchandani, LLP (filed
herewith). |
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23.2 |
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Consent
of Philip J. Englund (included in Exhibit 5.1). |
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99.1 |
Largo
Vista Group, Ltd. 2002 Stock Incentive Plan (filed
herewith) |
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99.2 |
Form
of Stock Option Grant under the Largo Vista Group, Ltd. 2002 Stock
Incentive Plan (filed herewith) |
*
incorporated by reference