As
filed with the Securities and Exchange Commission on December 14,
2010
Registration No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
MARINE FOOD GROUP LIMITED
(Exact
Name of Registrant as Specified in Its Charter)
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NEVADA
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87-0640467
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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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Da Bao
Industrial Zone, Shishi City
Fujian,
China
362700
People
’
s Republic of
China
(Address,
Including Zip Code, of Principal Executive Offices)
China
Marine Food Group Limited 2010 Stock Award Plan
(Full
Title of the Plan)
Steven W.
Schuster, Esq.
McLaughlin
& Stern, LLP
260
Madison Avenue
New York,
NY 10016
(212)
448-1100
(Name,
Address and Telephone Number, Including Area Code, of Agent for
Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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o
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Accelerated
Filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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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(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount Of
Registration
Fee(2)
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Common
Stock, $0.001 par value per share
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2,800,000
shares
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5.24
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14,672,000
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$
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1,046
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares
of Common Stock attributable to these registered shares which become
issuable under the 2010 Stock Award Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the Registrant’s receipt of consideration which results in an
increase in the number of the outstanding shares of the Registrant’s
Common Stock .
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(2)
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Pursuant
to Securities Act Rule 457(h), the maximum offering price, per share and
in the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock
on December 13, 2010, as quoted on the NYSE/AMEX
(“AMEX”).
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PART
I
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.
Item
2. Registrant Information and Employee Plan Annual
Information.
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:
Mr.
Pengfei Liu
Chief
Executive Officer, Secretary & Director
Da
Bao Industrial Zone, Shishi City
Fujian,
China
362700
Telephone
Number: 86-595-8898-7588
PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item
3. Incorporation of Certain Documents by
Reference.
The
following documents of the Company filed with the Securities and Exchange
Commission (the “Commission”) are incorporated herein by reference:
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(a)
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The
Company’s Annual Report on Form 10-K and Form 10-K/A for its fiscal year
ended December 31, 2009, filed with the Commission on March 22,
2010 and July 8, 2010,
respectively;
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(b)
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The
Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 2010, filed with the Commission on November 9, 2010;
and
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(c
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The
Company’s Reports on Form 8-K filed with the Commission on January 5, 2010
( as amended on March 16, 2010), January 20, 2010, June 16, 2010 ,
November 2, 2010 and November 12,
2010.
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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 into this Registration Statement and to be a part
hereof from the date of filing of such documents; provided, however, that
documents or information deemed to have been furnished and not filed in
accordance with Commission rules shall not be deemed incorporated by reference
into this Registration Statement. Any statement contained herein or in a
document, all or a portion of which is 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
such statement so modified or superseded shall not be deemed, except as so
modified or amended, 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.
Our
Articles of Incorporation provide for us to indemnify, and advance expenses as
they are incurred, our present and prior directors and officers or any person
who may have served at our request as a director or officer of another
corporation or other enterprise, including the advancement against expenses
including attorneys’ fees, judgment, fines and amounts paid in settlement,
actually and reasonably incurred by them in connection with the action, suit or
proceeding whether civil, criminal, administrative or investigative, in which
they, or any of them, were or are a party or are threatened to be made a party,
by reason of being or having been director(s) or officer(s) of us or of such
other corporation, to the full extent permitted by Nevada law. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.
Insofar
as indemnification by us for liabilities arising under the Securities Exchange
Act of 1934 may be provided to our directors, officers and controlling persons
pursuant to provisions of our articles of incorporation and bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us is 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 offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
At the
present time, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of ours in which indemnification would be
required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
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Exhibit
Number
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Description
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3.1
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Amended
Articles of Incorporation. (1)
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3.2
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Amended
and Restated Bylaws. (2)
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4.1
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China
Marine Food Group Limited 2010 Stock Award Plan
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5.1
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Opinion
of McLaughlin & Stern, LLP as to the legality of the securities being
registered.
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23.1
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Consent
of McLaughlin & Stern, LLP (included in legal opinion filed as
Exhibit 5.1).
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23.2
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Consent
of ZYCPA Company Limited (formerly Zhong Yi (Hong Kong) C.P.A. Company
Limited).
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24.1
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Power
of Attorney (included as part of the signature page to this Registration
Statement).
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(1) Incorporated
by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on
November 23, 2007.
(2)
Incorporated by reference to Exhibit 3-b to Registrant’s Form 8-A filed on July
28, 2009.
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 this 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 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. 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% 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 this Registration Statement or any material change to
such information in this 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
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 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, 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 the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the 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 the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 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
this 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.
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 provisions described in Item 6 above, 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, 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 Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Shishi, People’s Republic of China, on December 13 ,
2010.
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China
Marine Food Group Limited
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By:
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/s/ Pengfei Liu
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Pengfei
Liu
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Chief
Executive Officer
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(Principal
executive officer)
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By:
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/s/ Marco Hon Wai Ku
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Marco
Hon Wai Ku
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Chief
Financial Officer
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(Principal
financial officer and principal
accounting
officer)
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SIGNATURES
AND POWER OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints his or her 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
(1) amendments (including post-effective amendments) and additions to this
Registration Statement on Form S-8 and (2) Registration Statements, and any
and all amendments thereto (including post-effective amendments), relating to
the offering contemplated pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
or her substitute or substitutes may lawfully do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Pengfei Liu
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Chief
Executive Officer, Secretary &
Director
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December 13
, 2010
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Pengfei
Liu
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(Principal
executive officer)
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/s/ Marco Hon Wai Ku
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Chief
Financial Officer
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December 13
, 2010
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Marco
Hon Wai Ku
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(Principal
financial officer and
principal
accounting officer)
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/s/ Weipeng Liu
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Director
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December 13 ,
2010
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Weipeng
Liu
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/s/ Xiaochuan Li
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Independent
Director
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December 13 ,
2010
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Xiaochuan
Li
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/s/ Changhu Xue
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Independent
Director
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December 13 ,
2010
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Changhu
Xue
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/s/ Honkau Wan
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Independent
Director
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December 13 ,
2010
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Honkau
Wan
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INDEX
TO EXHIBITS
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Exhibit
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3.1
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Amended
Articles of Incorporation. (1)
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3.2
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Amended
and Restated Bylaws. (2)
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4.1
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China
Marine Food Group Limited 2010 Stock Award Plan
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5.1
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Opinion
of McLaughlin & Stern, LLP as to the legality of the securities being
registered
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23.1
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Consent
of McLaughlin & Stern, LLP (included in legal opinion filed as
Exhibit 5.1)
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23.2
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Consent
of ZYCPA Company Limited (formerly Zhong Yi (Hong Kong) C.P.A. Company
Limited).
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24.1
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Power
of Attorney (included as part of the signature page to this Registration
Statement).
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(1) Previously
filed as
Exhibit 3.1
to Registrant’s Current Report on Form 8-K filed on November 23,
2007.
(2)
Previously filed as
Exhibit 3-b
to Registrant’s Form 8-A filed on July 28, 2009.
Grafico Azioni China Marine Food (CE) (USOTC:CMFO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni China Marine Food (CE) (USOTC:CMFO)
Storico
Da Giu 2023 a Giu 2024
