As filed with the Securities and Exchange Commission on May 23, 2013
Registration No. 333-186113
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
Focus Media Holding Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(state or other jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Unit No. 1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
+852-3752-8009
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2010 Employee Share Option 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)
Copies to:
Chris Lin, Esq.
Simpson Thacher & Bartlett
ICBC Tower, 35th Floor
3 Garden Road
Central, Hong Kong
+852 2514-7600
DEREGISTRATION OF SECURITIES
Focus Media Holding Limited (“Focus Media” 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 January 22, 2013, File No. 333-186113 (the “Registration Statement”), with respect to ordinary shares of the Registrant, par value $0.00005 per share (the “Ordinary Shares”), thereby registered for offer or sale pursuant to the Registrant’s 2010 Employee Share Option Plan (the “2010 Plan”). A total of 10,828,600 Ordinary Shares were initially registered for issuance under the Registration Statement.
Giovanna Parent Limited, Giovanna Acquisition Limited (“Merger Sub”) and the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) on December 19, 2012. On April 29, 2013, at an extraordinary general meeting, the shareholders of the Registrant voted to adopt the Merger Agreement, as contemplated by the Merger Agreement. On May
23
, 2013, Focus Media and Merger Sub filed a plan of merger with the Cayman Islands Companies Registrar which was registered by the Registrar as of May 23, 2013 (the “Effective Time”), pursuant to which Merger Sub was merged with and into Focus Media, with Focus Media continuing as the surviving corporation (the “Merger”).
As a result of the Merger, the Registrant has terminated all offerings of the Ordinary Shares pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, all of the Ordinary Shares registered under the Registration Statement that remained unsold as of the Effective Time.
