As filed with the Securities and Exchange Commission on February 28, 2011
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Education & Technology Group 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
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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9F Tower D, Beijing New Logo
A18 Zhongguancun South Street, Haidian District
Beijing 100081
Peoples Republic of China
(86-10) 6212-5800
(Address, Including Zip Code, of Principal Executive Offices)
Sunnykey International Holdings Limited 2008 Share Incentive Plan
Global Education & Technology Group Limited 2010 Performance Incentive Plan
(Full Title of the Plans)
CT
Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
David J. Roberts, Esq.
OMelveny & Myers LLP
37/F, Yin Tai Centre Office Tower
No. 2 Jianguomenwai Avenue, Chaoyang District
Beijing 100022
Peoples Republic of China
(86-10) 6563-4200
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. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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¨
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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
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
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Ordinary Shares, par value US$0.0001 per share, issuable under the Sunnykey International
Holdings Limited 2008 Share Incentive Plan
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6,358,820 Ordinary Shares
(1)(3)
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US$1.904
(2)
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US$12,107,194
(2)
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US$1,406
(2)
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Ordinary Shares, par value US$0.0001 per share, issuable under the Global
Education & Technology Group Limited 2010 Performance Incentive Plan
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2,746,643 Ordinary Shares
(1)(3)
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US$1.954
(2)
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US$5,366,941
(2)
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US$623
(2)
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TOTAL
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9,105,463 Ordinary Shares
(1)(3)
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US$17,474,135
(2)
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US$2,029
(2)
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(1)
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This Registration Statement covers, in addition to the number of ordinary shares, par value US$0.0001 per share (the Ordinary Shares) of
Global Education & Technology Group Limited (the Company or the Registrant), stated above, options and other rights to purchase or acquire the Ordinary Shares covered by this Registration Statement and, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to Sunnykey International Holdings Limited 2008 Share
Incentive Plan and Global Education & Technology Group Limited 2010 Performance Incentive Plan (each a Plan and, collectively, the Plans) as a result of one or more adjustments under the Plans to prevent dilution
resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to the Securities Act Rule 457(h)(1), the maximum offering price, per share and in the aggregate, and the registration fee were calculated
based upon, in the case of the 2008 Share Incentive Plan, the weighted-average exercise price of the outstanding options under the Plan, and in the case of the 2010 Performance Incentive Plan, the average of the high and low prices for the
Registrants Ordinary Shares represented by American Depository Shares (ADSs) as reported on the Nasdaq Global Select Market on February 25, 2011.
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(3)
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These Ordinary Shares may be represented by the Registrants ADSs, each of which represents four Ordinary Shares. The Registrants ADSs
issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-169596) filed on September 27, 2010, as amended and any other amendment or report filed
for updating such statement.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
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Incorporation of Certain Documents by Reference
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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 Registrants prospectus, dated October 6, 2010 (the Prospectus), filed with the Commission pursuant to Rule 424(b) under the Securities Act in
connection with its Registration Statement on Form F-1 initially filed with the Commission on September 17, 2010, as amended, which includes the consolidated balance sheets of Global Education & Technology Group Limited and
subsidiaries as of December 31, 2008 and 2009 and June 30, 2010, and the related consolidated statements of operations, equity (deficit) and comprehensive income (loss), and cash flows for each of the years in the three-year period ended
December 31, 2009 and the six-month period ended June 30, 2010.
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(b)
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The description of the Registrants ordinary shares and ADSs contained in its Registration Statement on Form 8-A (File No. 001-34884) filed with the
Commission on September 24, 2010 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), which incorporates by reference the description of the Registrants ordinary shares and ADSs
set forth under Description of Share Capital in the Prospectus, and any other amendment or report filed for the purpose of updating such description.
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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.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent to which a Registrants articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be
held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Second Amended and Restated Memorandum and Articles of Association permit
indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from the fraud or dishonesty of such directors or officers. This standard of conduct is
generally the same as permitted under the Delaware General Corporation Law, or DGCL, for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors that provide such persons with additional
indemnification beyond that provided in our Second Amended and Restated Memorandum and Articles of Association.
Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.
Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the
attached Exhibit Index at page 9, which is incorporated herein by reference.
(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) under the Securities Act if, in the
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aggregate, the changes in volume and price represent no more than a 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 registration statement is on Form S-8, and 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.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans 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.
(h) Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, executive 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.
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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 Beijing, China on February 25, 2011.
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Global Education & Technology Group Limited
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By:
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/s/ Yongqi Zhang
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Yongqi Zhang
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Chief Executive Officer
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POWER OF
ATTORNEY
Each person whose signature appears below constitutes and appoints Xiaodong Zhang and Yongqi Zhang, and each of
them, acting individually and without the other, as 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, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the 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 fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Xiaodong Zhang
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Chairman of the Board of Directors
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February 25, 2011
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Xiaodong Zhang
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/s/ Yongqi Zhang
Yongqi Zhang
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Chief Executive Officer and Director
(principal executive officer)
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February 25, 2011
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/s/ Andrew Y. Yan
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Director
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February 25, 2011
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Andrew Y. Yan
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/s/ Gary Xinzhong Xu
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Director
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February 25, 2011
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Gary Xinzhong Xu
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/s/ Shaochun Xu
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Director
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February 25, 2011
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Shaochun Xu
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/s/ Hannah Lee
Hannah Lee
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Chief Financial Officer
(Principal financial and accounting officer)
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February 25, 2011
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the
Registrant, has signed this registration statement in Newark, Delaware on February 28, 2011.
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi
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Donald J. Puglisi
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Managing Director
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8
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4.1
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Sunnykey International Holdings Limited 2008 Share Incentive Plan. Filed as Exhibit 10.1 to the Registrants Registration Statement on Form F-1 filed on September 17,
2010 (File No. 333-169475), as amended, and incorporated herein by reference.
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4.2
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Global Education & Technology Group Limited 2010 Performance Incentive Plan. Filed as Exhibit 10.2 to the Registrants Registration Statement on Form F-1 filed on
September 17, 2010 (File No. 333-169475), as amended, and incorporated herein by reference.
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5.1
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Opinion of Conyers Dill & Pearman (opinion re legality).
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23.1
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Consent of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, Independent Registered Public Accounting Firm.
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23.2
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Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Registration Statement).
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