HIGHWAY HOLDINGS LTD — Capital/Financing Update 2006

Mar 27, 2006

S-8 1 v038714_s8.htm Unassociated Document Licensed to: vintage filings Document Created using EDGARIZER HTML 3.0.2.1 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

As filed with the Securities and Exchange Commission on March 27, 2006 Reg. No. _

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

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HIGHWAY HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

| British
Virgin
Islands | N/A |
| --- | --- |
| (State
or other jurisdiction of incorporation
or organization) | (I.R.S.
Employer Identification
No.) |

Suite 810, Level 8, Landmark North

39 Lung Sum Avenue

Sheung Shui

New Territories, Hong Kong

(Address of principal executive offices)

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1996 Stock Option Plan

(Full title of the plan)

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Brian Geary

4642 South Lane

Del Mar, California 92014

(Name and address of agent for service)

Tel: ( 858 401 9855

Fax: ( 858 481 2161

(Telephone number, including area code, of agent for service)

Copy to:

Istvan Benko, Esq.

Troy & Gould Professional Corporation

1801 Century Park East, Suite 1600

Los Angeles, California 90067

Tel: (310) 553-4441

Fax: (310) 201-4746

| CALCULATION
OF REGISTRATION
FEE — Title
of Securities To Be Registered | Amount
To Be Registered (1) | Proposed
Maximum Offering
Price Per Share (2) | Proposed
Maximum Aggregate
Offering Price (2) | Amount
of Registration
Fee |
| --- | --- | --- | --- | --- |
| Common
Stock $0.01 par value per share | 121,000 | $3.50 | $423,500 | $45.31 |
| Common
Stock $0.01 par value per share | 79,000 | $3.61 | $285,190 | $30.52 |
| TOTAL | 200,000 | | $711,690 | $78.83 |

(1) In accordance with Rule 416 of the General Rules and Regulations under the Securities Act of 1933 (the "General Rules"), there also are being registered such indeterminate number of additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions of the plans.

(2) With respect to 121,000 shares to be offered under the 1996 Stock Option Plan of Highway Holdings Limited, for which the offering price is known, the registration fee was determined in accordance with Rule 457(h) under the Securities Act of 1933. With respect to the remaining 79,000 shares of common stock that are issuable under this plan for which the offering price is not known, the proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the high and low trading prices of the registrant’s common stock as reported on the Nasdaq Capital Market on March 24, 2006 .

INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT

The contents of the Registration Statement of Highway Holdings Limited, File No. 333-10312, filed on April 29, 1999 and March 27, 2001, are incorporated into this Registration Statement by this reference, pursuant to General Instruction E to Form S-8.

EXHIBITS

The following exhibits included herewith or incorporated herein by reference are made part of this Registration Statement:

4.1 1996 Stock Option Plan (incorporated by reference to Exhibit 10.32 of the registrant’s Registration Statement on Form F-1, Reg. No. 333-05980, filed with the SEC on November 8, 1996.)

5.1 Opinion of Counsel as to the legality of securities being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Counsel (contained in Exhibit 5.1).

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 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 Hong Kong, China, on March 27 , 2006.

| HIGHWAY
HOLDINGS
LIMITED |
| --- |
| By: |
| Roland
W. Kohl, |
| Chief
Executive Officer |

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roland W. Kohl and Po S. Fong, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/
Roland W. Kohl /s/
Roland W. Kohl	Chief
Executive Officer (Principal Executive Officer), Chairman	March
27, 2006
Roland
W. Kohl
/s/
Po S. Fong /s/
Po S. Fong	Chief
Financial Officer (Principal Financial Officer), Secretary	March
23, 2006
Po
S. Fong
/s/
Satoru Saito /s/
Satoru Saito	Managing
Director, Metal Stamping Operations, Director	March
14, 2006
Satoru
Saito
/s/
Dirk Hermann /s/
Dirk Hermann	Director	March
27, 2006
Dirk
Hermann
/s/
Shlomo Tamir /s/
Shlomo Tamir	Director	March
20, 2006
Shlomo
Tamir
/s/
Tiko Aharonov /s/
Tiko Aharonov	Director	March
27, 2006
Tiko
Aharonov
/s/
May Tsung Shu Mui /s/
May Tsung Shu Mui	Chief
Administration Officer, Director	March
27, 2006
May
Tsung Shu Mui
Uri
Bernhard Oppenheimer	Director	March
__, 2006
Uri
Bernhard Oppenheimer

| /s/
Irene Ping Yim Wong /s/
Irene Ping Yim Wong | Director | March
17, 2006 |
| --- | --- | --- |
| Irene
Ping Yim Wong | | |
| /s/
Kevin Young (Yang Kuang Yu) /s/
Kevin Young (Yang Kuang Yu) | Director | March
16, 2006 |
| Kevin
Young (Yang Kuang Yu) | | |
| /s/
Brian Gea /s/
Brian Geary | Director | March
17, 2006 |
| Brian
Geary | | |
| /s/
George Wing Chan, Leung | Director | March
20, 2006 |
| George
Wing Chan, Leung | | |