UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TAITRON COMPONENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
California 95-4249240
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28040 West Harrison Parkway
Valencia, California 91355-4162
(Address of Principal Executive Offices) (Zip Code)
2005 Stock Incentive Plan
(Full Title of the Plans)
Stewart Wang
Chief Executive Officer
Taitron Components Incorporated
28040 West Harrison Parkway
Valencia, California 91355-4162
(Name and Address of Agent for Service)
(661) 257-6060
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Scott Galer, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, California 91403
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered (1) Per Share (2) Price (2) Registration Fee
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Class A Common Stock, par
value $.001 per share........ 1,000,000 $2.16 $2,160,000.00 $231.12
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
shares as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.
(2) Determined in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the Registration Fee, on the basis of the
average of the high and low traded prices per share of Class A Common
Stock of the Registrant on June 5, 2006.
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Explanatory Note
This Registration Statement registers 1,000,000 shares of the Class A Common
Stock, par value $0.001 per share, of Taitron Components Incorporated, a
California corporation (the "Registrant"), to be issued pursuant to the 2005
Stock Incentive Plan.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated in this Registration
Statement by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2005;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2006; and
(c) The description of the Registrant's common stock as set forth in its
Form 8-A registration statement on file with the Commission, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State of California (the
"California Law") permits the limitation of the personal liability of a director
for monetary damages in an action brought by or in the right of the corporation
for breach of a director's duties to the corporation and its shareholders under
certain conditions and subject to certain limitations.
Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.
The Registrant's Articles of Incorporation include a provision that
eliminates the personal liability of its directors to the Registrant and its
shareholders for monetary damages for breach of the directors' fiduciary duties
in certain circumstances. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
Registrant or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its shareholders, (vi) under Section 310 of the
California Law (concerning contracts or transactions between the Registrant and
a director) or (vii) under Section 316 of the California Law (concerning
directors' liability for improper dividends, loans and guarantees). The
provision does not extend to acts or omissions of a director in his capacity as
an officer. Further, the provision will not affect the availability of
injunctions and other equitable remedies available to the Registrant's
shareholders for any violation of a director's fiduciary duty to the Registrant
or its shareholders.
The Registrant's Articles of Incorporation also include an authorization
for the Registrant to indemnify its agents (as defined in Section 317 of the
California Law), through bylaw provisions, by agreement or otherwise, to the
fullest extent permitted by law. Pursuant to this latter provision, the
Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers and employees. In addition, the Registrant, at its discretion, may
provide indemnification to persons whom the Registrant is not obligated to
indemnify. The Bylaws also allow the Registrant to enter into indemnity
agreements with individual directors, officers, employees and other agents.
Indemnity agreements have been entered into with four of our directors (Johnson
Ku, Stewart Wang, Richard Chiang and Felix Sung) and provide the maximum
indemnification permitted by law. These agreements, together with the
Registrant's Bylaws and Articles of Incorporation, may require the Registrant,
among other things, to indemnify such directors and officers against certain
liabilities that may arise by reasons of their status or service as directors or
officers (other than liabilities resulting from willful misconduct of a culpable
nature), and to advance expenses to them as they are incurred, provided that
they undertake to repay the amount advanced if it is ultimately determined by a
court that they are not entitled to indemnification.
Section 317 of the California Coded and the Registrant's Bylaws make
provision for the indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act. 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit Description
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4.1 Articles of Incorporation of Taitron Components Incorporated.(1)
4.2 Bylaws of Taitron Components Incorporated. (1)
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Haskell & White LLP.
23.4 Consent of Stubbs Alderton & Markiles, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
99.1 2005 Stock Incentive Plan.
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(1) Filed previously as an exhibit to the Registrant's Form SB-2 filed
with the Securities and Exchange Commission on March 14, 1995 (File
No. 33-90294-LA)
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 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.
(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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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 of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the Valencia, California, on this 9th day of June, 2006.
TAITRON COMPONENTS INCORPORATED
(Registrant)
By: /s/ Stewart Wang
----------------
Stewart Wang
Chief Executive Officer, President, and
Chief Financial Officer
(Principal Executive and Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stewart
Wang as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file a new registration
statement under Rule 461 or Instruction E of Form S-8 of the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said 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 in and
about the foregoing, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, 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 date indicated.
Signature Title Date
/s/ Johnson Ku Chairman of the Board June 9, 2006
--------------
Johnson Ku
/s/ Stewart Wang Chief Executive Officer, President, Chief June 9, 2006
---------------- Financial Officer and Director
Stewart Wang
/s/ Richard Chiang Director June 9, 2006
------------------
Richard Chiang
/s/ Craig Miller Director June 9, 2006
----------------
Craig Miller
/s/ Felix Sung Director June 9, 2006
--------------
Felix Sung
EXHIBIT INDEX
Exhibit Description
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4.1 Articles of Incorporation of Taitron Components Incorporated. (1)
4.2 Bylaws of Taitron Components Incorporated. (1)
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of Haskell & White LLP.
23.4 Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
99.1 2005 Stock Incentive Plan.
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(1) Filed previously as an exhibit to the Registrant's Form SB-2 filed with
the Securities and Exchange Commission on March 14, 1995 (File No.
33-90294-LA)