As filed with the Securities and Exchange Commission on
June 26
, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SINA CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
No. 8 SINA Plaza,
Courtyard 10, the West Xibeiwang E. Road,
Haidian District
Beijing 100193
Peoples Republic of China
(Address, including zip code, of registrants principal executive offices)
2019 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, New York, 10016
+1 212 947 7200
(Name, address, including zip 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, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
Copies to:
Bonnie Yi Zhang
|
|
Z. Julie Gao, Esq.
|
Chief Financial Officer
|
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
No. 8 SINA Plaza
|
|
c/o 42/F, Edinburgh Tower, The Landmark
|
Courtyard 10, the West Xibeiwang E. Road
|
|
15 Queens Road Central
|
Haidian District, Beijing, 100193
|
|
Hong Kong
|
Peoples Republic of China
|
|
(852) 3740-4700
|
(86)10-8262-8888
|
|
|
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount to be
Registered
(1)
|
|
Proposed
Maximum
Offering Price Per
Share
|
|
Proposed Maximum
Aggregate Offering
Price
|
|
Amount of
Registration
Fee
|
|
Ordinary Shares, par value $0.133 per share
|
|
3,477,643
|
(2)
|
$
|
41.5025
|
(2)
|
$
|
144,330,878.61
|
|
$
|
17,492.90
|
|
Total
|
|
3,477,643
|
|
|
|
$
|
144,330,878.61
|
|
$
|
17,492.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
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 2019 Share Incentive Plan (the Plan). Any ordinary 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 ordinary shares that may be issued under the Plan.
(2)
These ordinary shares are reserved for future award grants under the Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, it is based on the average of the high and low prices for the Registrants ordinary shares as quoted on the NASDAQ Global Select Market on June 25 2019.
Item 6.
Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a companys 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. The Registrants currently effecitve memorandum and articles of association provide that the Registrants directors and officers shall be entitled to be indemnified out of the assets of the Registrant against all losses or liabilities incurred or sustained by him as a director or officer of the Registrant in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted. In addition, the Registrant has entered into indemnification agreements with its directors and certain senior executive officers that provide such persons with additional indemnification beyond that provided in the Registrants memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
Exemption From Registration Claimed
Not applicable.
Item 8.
Exhibits
See the Index to Exhibits attached hereto.
Item 9.
Undertakings
(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; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if 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 Section 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.
2
(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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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.
3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Charles Chao and Bonnie Yi Zhang, with full power to act alone, as his 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 or she 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, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Charles Chao
|
|
Chairman and Chief Executive Officer (principal executive officer)
|
|
June 26, 2019
|
Charles Chao
|
|
|
|
|
|
|
|
|
|
/s/ Bonnie Yi Zhang
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
June 26, 2019
|
Bonnie Yi Zhang
|
|
|
|
|
|
|
|
|
|
/s/ Ter Fung Tsao
|
|
Director
|
|
June 26, 2019
|
Ter Fung Tsao
|
|
|
|
|
|
|
|
|
|
/s/ Yan Wang
|
|
Director
|
|
June 26, 2019
|
Yan Wang
|
|
|
|
|
|
|
|
|
|
/s/ Song-Yi Zhang
|
|
Director
|
|
June 26, 2019
|
Song-Yi Zhang
|
|
|
|
|
|
|
|
|
|
/s/ Yichen Zhang
|
|
Director
|
|
June 26, 2019
|
Yichen Zhang
|
|
|
|
|
|
|
|
|
|
/s/ James Jianzhang Liang
|
|
Director
|
|
June 26, 2019
|
James Jianzhang Liang
|
|
|
|
|
6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of
Sina Corporation has signed this registration statement or amendment thereto in New York on June 26, 2019.
|
Authorized U.S. Representative
|
|
|
|
Cogency Global Inc.
|
|
|
|
By:
|
/s/ Siu Fung Ming
|
|
|
Name: Siu Fung Ming
|
|
|
Title: Assistant Secretary
|
7