Securities Registration: Employee Benefit Plan (s-8)
December 30 2016 - 6:19AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 30, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Momo Inc.
(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 Number)
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20
th
Floor, Block B
Tower 2, Wangjing SOHO
No.1 Futongdong Street
Chaoyang District, Beijing 100102
Peoples Republic of China
+86-10-5731-0567
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2014 Share Incentive Plan
(Full title of the plan)
Law Debenture
Corporate Services Inc.
400 Madison Avenue, 4
th
Floor
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.
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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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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Copies to:
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Jonathan Xiaosong Zhang
Chief Financial Officer
Momo Inc.
20
th
Floor, Block B
Tower 2, Wangjing SOHO
No.1 Futongdong Street
Chaoyang District, Beijing 100102
Peoples Republic of China
+86-10-5731-0567
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Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15
Queens Road Central
Hong Kong
+852-3740-4700
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
(1)
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Amount to be
Registered
(2)
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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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Class A Ordinary Shares, par value $0.0001 per share
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13,000,000
(3)
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$9.275
(3)
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$120,575,000
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$13,974.64
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Total
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13,000,000
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$120,575,000
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$13,974.64
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(1)
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These shares may be represented by the Registrants American depositary shares (ADSs), each of which represents two Class A ordinary shares. The Registrants ADSs issuable upon deposit of the
Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-200636).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional shares which may be offered and issued
to prevent dilution from share splits, share dividends or similar transactions as provided in the 2014 Share Incentive Plan (the Plan). Any shares covered by an award granted under the Plan (or portion of an award) that terminates,
expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of shares that may be issued under the Plan.
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(3)
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These shares represent the estimated number of Class A ordinary shares that will be automatically added to the Plan, effective January 1, 2017, January 1, 2018 and January 1, 2019, pursuant to
the Plans evergreen provisions, which were not previously registered under the Registrants registration statement on Form S-8 (File No. 333-201769) filed on January 30, 2015 (the Original S-8 Registration
Statement). The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act, is based on $18.55 per ADS, the
average of the high and low prices for the Registrants ADSs as quoted on the NASDAQ Global Select Market on December 22, 2016.
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EXPLANATORY NOTE
This registration statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purposes of registering an
aggregate of 13,000,000 Class A ordinary shares in the capital of the Momo Inc. (the Registrant), which represent the estimated number of Class A ordinary shares that will be automatically added to the Plan, effective
January 1, 2017, January 1, 2018 and January 1, 2019, pursuant to the Plans evergreen provisions, which were not previously registered under the Original S-8 Registration Statement.
Previously, an aggregate of 19,701,036 Class A ordinary shares in the capital of the Registrant were registered for issuance under the
Plan pursuant to the Original S-8 Registration Statement. In accordance with General Instruction E to Form S-8, the contents of the Original S-8 Registration Statement are incorporated herein by reference, except as otherwise set forth
herein.
In accordance with the terms of the Plan, a maximum aggregate of 14,031,194 Class A ordinary shares may be issued pursuant
to all awards granted thereunder. Beginning in 2017, such maximum aggregate number will be increased by a number equal to 1.5% of the total number of outstanding ordinary shares (including Class A and Class B ordinary shares) on the last day of
the immediately preceding calendar year, or such lesser number of Class A ordinary shares as determined by the Companys board of directors, on the first day of each calendar year during the term of the Plan.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the Commission) are
incorporated by reference herein:
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(a)
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The Registrants registration statement on Form S-8 (File No. 333-201769) filed with the Commission on January 30, 2015;
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(b)
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The Registrants annual report on Form 20-F for the fiscal year ended December 31, 2015, filed with the Commission on April 25, 2016; and
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(c)
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The description of the Registrants ordinary shares incorporated by reference in the Registrants registration statement on Form 8-A (File No. 001-36765) filed with the Commission on November 28,
2014, including any amendment and report subsequently filed for the purpose of updating that description.
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All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), after the date of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement
contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as
so modified or superseded, to be a part of this registration statement.
Item 8.
Exhibits
See the Index to Exhibits attached hereto.
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 December 30, 2016.
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Momo Inc.
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By:
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/s/ Yan Tang
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Name:
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Yan Tang
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Title:
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Chairman of the Board of Directors and
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each
of Yan Tang and Jonathan Xiaosong Zhang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such persons 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 each said
attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact 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 by the following persons in the capacities and on December 30, 2016.
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Signature
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Title
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/s/ Yan Tang
Yan Tang
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Chairman of the Board of Directors and Chief
Executive Officer
(principal
executive officer)
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/s/ Jonathan Xiaosong Zhang
Jonathan Xiaosong Zhang
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Chief Financial Officer (principal financial and
accounting officer)
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/s/ Yong Li
Yong Li
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Director
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/s/ Sichuan Zhang
Sichuan Zhang
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Director
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/s/ David Ying Zhang
David Ying Zhang
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Director
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/s/ Joseph C. Tsai
Joseph C. Tsai
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Director
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/s/ Neil Nanpeng Shen
Neil Nanpeng Shen
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Director
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Signature
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Title
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/s/ Feng Yu
Feng Yu
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Director
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/s/ Benson Bing Chung Tam
Benson Bing Chung Tam
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Director
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/s/ Dave Daqing Qi
Dave Daqing Qi
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Director
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/s/ Giselle Manon
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Authorized U.S. Representative
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Name:
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Giselle Manon on behalf of Law Debenture Corporate Services Inc.
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Title:
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Service of Process Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Second amended and restated memorandum and articles of association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended, filed on November 28, 2014 (File No.
333-199996))
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4.2
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Registrants specimen certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended, filed on November 28, 2014 (File No. 333-199996))
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4.3
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Deposit agreement dated December 10, 2014 among the Registrant, the depositary and holders and beneficial owners of American depositary shares evidenced by American depositary receipts issued thereunder
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, regarding the legality of the Class A ordinary shares being registered
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10.2
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2014 share incentive plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 filed on November 7, 2014 (File No. 333-199996))
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23.1*
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Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of attorney (included on signature page hereto)
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