As filed with the Securities and Exchange Commission on July 22, 2014
Registration No. 333-184375
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AutoNavi Holdings Limited
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
Not Applicable
|
(state or other jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
16/F, Section A, Focus Square
No 6. Futong East Avenue, Wangjing
Chaoyang District, Beijing 100102
The Peoples Republic of China
+86 10 8410-7000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Share Incentive Plan
(Full Title of the Plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Ji Ma
Chief Financial Officer
AutoNavi Holdings Limited
16/F, Section A, Focus Square
No 6. Futong East Avenue, Wangjing
Chaoyang District, Beijing 100102
The Peoples Republic of China
+86 10 8410-7000
DEREGISTRATION OF SECURITIES
AutoNavi
Holdings
Limited
(AutoNavi
or
the
Registrant)
is
filing
this
Post-Effective
Amendment
No.
1
to
Registration
Statement
on
Form
S-8
to
deregister
all
unsold
securities
originally
registered
by
the
Registrant
pursuant
to
its
Registration
Statement
on
Form
S-8
filed
with
the
Securities
and
Exchange
Commission
(the
Commission)
on
October
11,
2012,
File
No.
333-184375
(the
Registration
Statement),
with
respect
to
ordinary
shares
of
the
Registrant,
par
value
$0.0001
per
share
(the
Ordinary
Shares),
thereby
registered
for
offer
or
sale
pursuant
to
the
Registrants
Share
Incentive
Plan
(as
amended
the
Share Incentive
Plan).
A
total
of
10,000,000
Ordinary
Shares
were
registered
for
issuance
under
the
Share
Incentive Plan.
Alibaba Investment Limited, Ali ET Investment Holding Limited (Merger Sub) and the Registrant entered into an Agreement and Plan of Merger (the Merger Agreement) on April 11, 2014. On July 17, 2014, AutoNavi and Merger Sub filed a plan of merger with the Cayman Islands Companies Registrar which was registered by the Registrar as of July 17, 2014 (the Effective Time), pursuant to which Merger Sub was merged with and into AutoNavi, with AutoNavi continuing as the surviving corporation (the Merger).
In connection with the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, all of its securities registered under the Registration Statement that remained unsold or unissued as of the Effective Time.
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, in Beijing, China, on July 22, 2014.
|
AutoNavi Holdings Limited
|
|
|
|
By:
|
/s/ Congwu Cheng
|
|
Name:
|
Congwu Cheng
|
|
Title:
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities Act, this Post Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on July 22, 2014.
Signature
|
|
Capacity
|
|
|
|
/s/ Congwu Cheng
|
|
Chief Executive Officer
|
Congwu Cheng
|
|
(principal executive officer)
|
|
|
|
/s/ Ji Ma
|
|
Chief Financial Officer
|
Ji Ma
|
|
(principal financial and accounting officer)
|
|
|
|
/s/ Timothy A. Steinert
|
|
Director
|
Timothy A. Steinert
|
|
|
|
|
|
/s/ Ping Ching Samuel Yen
|
|
Director
|
Ping Ching Samuel Yen
|
|
|
2
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of AutoNavi Holdings Limited has signed this registration statement or amendment thereto in New York on July 22, 2014.
|
By:
|
/s/ Diana Arias
|
|
|
Diana Arias
|
|
|
Senior Managing Officer
|
|
|
Law Debenture Corporate Services Inc.
|
3