Securities Registration: Employee Benefit Plan (s-8)
July 09 2014 - 9:26AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 9, 2014
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
JUMEI INTERNATIONAL 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
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007
The
Peoples Republic of China
+86 10-5676-6999
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2011 Global Share Plan
2014 Share Incentive Plan
(Full title of the plan)
Law Debenture
Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York, New York 10017
+1 212 750-6474
(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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x
(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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Mona Meng Gao
Yunsheng Zheng
Co-Chief
Financial Officer
Jumei International Holding Limited
20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007
The
Peoples Republic of China
Tel: +86 10-5676-6999
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Z. Julie Gao, Esq.
Will H. Cai, 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 $0.00025 per share
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2,730,000
(3)
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$0.00
(3)
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$0
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$0
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Class A Ordinary Shares, par value $0.00025 per share
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514,292
(3)
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$0.25
(3)
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$128,573
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$16.56
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Class A Ordinary Shares, par value $0.00025 per share
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3,137,500
(3)
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$1.07692
(3)
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$3,378,836.50
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$435.19
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Class A Ordinary Shares, par value $0.00025 per share
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250,000
(3)
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$1.20
(3)
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$300,000
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$38.64
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Class A Ordinary Shares, par value $0.00025 per share
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500,000
(3)
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$15.00
(3)
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$7,500,000
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$966.00
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Class A Ordinary Shares, par value $0.00025 per share
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9,569,437
(4)
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$26.38
(4)
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$252,441,748.06
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$32,514.50
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Total
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16,701,229
(5)
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$263,749,157.56
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$33,970.89
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(1)
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These shares may be represented by the Registrants ADSs, each of which represents one Class A ordinary share. 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 (333-195711).
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(2)
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Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 2011 Global Share Plan and the 2014 Share Incentive Plan (the Plans). 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 Plans.
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(3)
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The amount to be registered represents shares issuable upon exercise of outstanding options granted under the Plans and the corresponding proposed maximum offering price per share represents the exercise price of such
outstanding options.
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(4)
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These shares are reserved for future award grants under the Plans. The 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, is based on $26.38 per ADS, the average of the high and low prices for the registrants ADSs as quoted on the New York Stock Exchange on July 8, 2014.
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(5)
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Any Class A ordinary shares covered by an award granted under the Plans (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of
determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, 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 Documents by Reference
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The following documents previously filed
by Jumei International Holding Limited (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 prospectus dated May 15, 2014 filed with the Commission on May 16, 2014 pursuant to Rule 424(b)(4) under the Securities Act; and
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(b)
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The description of the Registrants Class A ordinary shares incorporated by reference in the Registrants registration statement on Form 8-A (File No. 001-36442) filed with the Commission on
May 6, 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, as amended (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 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.
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 companys articles of association may provide for indemnification of directors and officers, 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 amended and restated articles of association, adopted by its shareholders on April 11, 2014, provide that the Registrant may indemnify its
directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons in their capacity as such, except through their own dishonesty, wilful default or fraud.
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Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the
Registrants registration statement on Form F-1, as amended (File No. 333-195229), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with
claims made by reason of their being such a director or officer.
Pursuant to the 2014 Share Incentive Plan, which was respectively filed
as Exhibit 10.2 to the Registrants registration statement on Form F-1, as amended (File No. 333-195229), the Registrant has agreed to indemnify its plan administrative committee members and other directors against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of any action or failure to act pursuant to the 2014 Share Incentive Plan.
The Underwriting Agreement, the form of which was filed as Exhibit 1.1 to the Registrants registration statement on Form F-1, as
amended (File No. 333-195229), also provides for indemnification of the Registrant for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating
to the underwriters furnished to the Registrant in writing expressly for use in such registration statement and certain other disclosure documents.
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.
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Exemption From Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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provided
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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;
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(2)
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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.
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(3)
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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.
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(b)
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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.
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(c)
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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.
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4
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 July 9, 2014.
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Jumei International Holding Limited
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By
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/s/ Leo Ou Chen
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Name:
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Leo Ou Chen
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Title:
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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 Mr. Leo Ou Chen and Mr. Yunsheng Zheng, 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 the dates indicated.
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Signature
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Title
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Date
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/s/ Leo Ou Chen
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Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
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July 9, 2014
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Leo Ou Chen
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/s/ Yusen Dai
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Director
and Vice President of Products
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July 9, 2014
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Yusen Dai
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/s/ Steve Yue Ji
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Director
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July 9, 2014
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Steve Yue Ji
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/s/ Keyi Chen
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Director
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July 9, 2014
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Keyi Chen
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5
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Signature
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Title
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Date
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/s/ Sean Shao
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Director
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July 9, 2014
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Sean Shao
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/s/ Mona Meng Gao
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Co-Chief Financial Officer
(Principal Financial and Accounting
Officer)
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July 9, 2014
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Mona Meng Gao
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/s/ Yunsheng Zheng
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Co-Chief Financial Officer
(Principal Financial and Accounting
Officer)
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July 9, 2014
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Yunsheng Zheng
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6
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Jumei International
Holding Limited has signed this registration statement or amendment thereto in New York on July 9, 2014.
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Authorized U.S. Representative
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By:
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/s/ G. Manon
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Name:
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G. 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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7
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, adopted on April 11, 2014 (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No.
333-195229))
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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 (File No. 333-195229))
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4.3*
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Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts
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5.1*
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Opinion of Maples and Calder, regarding the legality of the Class A ordinary shares being registered
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10.1
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2011 Global Share Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333-195229))
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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, as amended (File No. 333-195229))
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23.1*
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Consent of PricewaterhouseCoopers Zhong Tian LLP
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23.2*
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Consent of Maples and Calder (included in Exhibit 5.1)
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24.1*
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Powers of Attorney (included on signature page hereto)
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