Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Septembre 2017 - 11:15PM
Edgar (US Regulatory)
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
Zhaopin
Limited
(Exact name of registrant as specified
in its charter)
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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5/F, Shoukai Plaza
No. 10 Furong Street Wangjing
Chaoyang District, Beijing 100102
People’s Republic of China
+86 10 5863-5888
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2004 Stock Option
Plan
2005 Stock Option
Plan
2006 Stock Option
Plan
2009 Stock Option
Plan
2010 Global
Share Plan
2013 Global
Share Plan
2014 Share Incentive
Plan
(Full Title
of the Plan)
Law Debenture
Corporate Services Inc.
801 2nd Avenue,
Suite 403
New York, New
York 10017
(212) 750-6474
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
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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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION
OF SECURITIES
Zhaopin Limited (“Zhaopin” 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 September 16, 2014, File No. 333-198778 (the “Registration Statement”),
with respect to Class A ordinary shares of the Registrant, par value US$0.01 per share (the “Class A Shares”), thereby
registered for offer or sale pursuant to Zhaopin’s 2004 Stock Option Plan, 2005 Stock Option Plan, 2006 Stock Option Plan,
2009 Stock Option Plan, 2010 Global Share Plan, 2013 Global Share Plan and 2014 Share Incentive Plan (collectively, the “Plans”).
A total of 22,566,910 Class A Shares were initially registered for issuance under the Registration Statement.
On April 6, 2017, the
Registrant entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with SEEK International
Investments Pty Ltd. (“Parent”) and Zebra Mergerco, Ltd. (“Merger Company”). On September 25, 2017, at
an extraordinary general meeting, the shareholders of the Registrant voted to adopt the Merger Agreement and the transactions contemplated
thereby. On September 29, 2017 (the “Effective Time”), pursuant to the Merger Agreement, Merger Company was merged
with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation. Upon completion
of the Merger, the Registrant became a privately-held company and was beneficially owned by Parent, Hillhouse Capital Fund III,
L.P., FountainVest China Growth Capital-A Fund II, L.P., FountainVest China Growth Fund II, L.P. and FountainVest China Growth
Capital Fund II, L.P..
As a result of 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, any and all of the securities registered under the Registration Statement that remained unsold as
of the Effective Time.
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 Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on
September 29, 2017.
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Zhaopin Limited
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By:
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/s/ Evan Sheng Guo
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Name:
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Evan Sheng Guo
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Title:
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Director and Chief Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the 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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Date
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/s/ Evan Sheng Guo
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September 29, 2017
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Name: Evan Sheng Guo
Title: Director and Chief Executive Officer
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/s/ Robert Tianruo
Pu
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September
29, 2017
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Name: Robert Tianruo Pu
Title: Chief Financial Officer
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of the Registrant, has signed this Post-Effective Amendment to the this Registration Statement in New York on September 29, 2017.
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By:
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/s/ Giselle Manon
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Name:
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Giselle Manon
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Title:
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Service of Process Officer
Law Debenture Corporate Services Inc.
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