As filed with the Securities and Exchange Commission on September 20, 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
Taomee Holdings Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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7389
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District
Shanghai 200233, People’s Republic of China
(86-21) 6128-0056
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
2009 Stock
Option Plan
2010 Share Incentive Plan
(Full Title of the Plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul Keung
16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui
District
Shanghai 200233, People’s Republic of China
(86-21) 6128-0056
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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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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Ordinary Shares, $0.00002 par value per share
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42,605,000 shares
(3)
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$0.06
(3)
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$2,556,300
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$296.79
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Ordinary Shares, $0.00002 par value per share
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2,395,000 shares
(4)
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$0.36
4)
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$862,200
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$100.10
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Ordinary Shares, $0.00002 par value per share
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37,490,000 shares
(
5
)
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$0.43
(
5
)
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$16,120,700
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$1,871.61
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Ordinary Shares, $0.00002 par value per share
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13,010,000 shares
(
6
)
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$0.36
(
6
)
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$4,683,600
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$543.77
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Ordinary Shares, $0.00002 par value per share
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4,500,000 shares
(
7
)
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$0.00
(7
)
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$0
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$0.00
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Total
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100,000,000 shares
(
8
)
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—
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$24,222,800
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$2,812.27
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(1)
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These shares may be represented by the Registrant’s American Depositary Shares (each representing 20 ordinary shares), or ADS. The Registrant’s ADSs issuable
upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-174441).
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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 includes an indeterminate number of
additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.
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(3)
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Represents ordinary shares issuable upon exercise of options granted under the 2009 Stock Option Plan. Pursuant to Rule 457(h)(1), the proposed maximum offering
price per share for such shares is the weighted average exercise price per share.
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(4)
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Represents ordinary shares reserved for future grants under the 2009 Stock Option Plan. Pursuant to Rule 457(c) and Rule 457(h)(1), the proposed maximum
offering price per share for such shares are based on the average of the high and low prices for the Registrant’s ADS, as quoted on the New York Stock Exchange on September 16, 2011.
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(5)
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Represents ordinary shares issuable upon exercise of options granted under the 2010 Share Incentive Plan. Pursuant to Rule 457(h)(1), the proposed maximum offering
price per share for such shares is the weighted average exercise price per share.
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(6)
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Represents ordinary shares reserved for future grants under the 2010 Share Incentive Plan. Pursuant to Rule 457(c) and Rule 457(h)(1), the proposed maximum
offering price per share for such shares are based on the average of the high and low prices for the Registrant’s ADS, as quoted on the New York Stock Exchange on September 16, 2011.
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(7)
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Represents restricted shares issued under the 2010 Share Incentive Plan. Pursuant to Rule 457(h)(1), the proposed maximum offering price per share for such shares is
the weighted average exercise price per share, provided that the persons granted such restricted shares will pay the par value of the shares in accordance with relevant laws of the Cayman Islands.
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(8)
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Any ordinary shares covered by an award granted under the Plan (or portion of an award) which terminates, expires, or lapses for any reason shall be deemed not to have
been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the 2009 Stock Option Plan and the 2010 Share Incentive Plan.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. 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 Plan, 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.
Incorporation of Documents by Reference
.
The following documents filed by Taomee Holdings Limited (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The Registrant’s prospectus filed (the “Prospectus”) pursuant to Rule 424(b)(4) under the Securities Act
on June 10, 2011;
(b) The Registrant’s Registration Statement of F-6 (File No. 333-174441) filed with the
Commission on May 24, 2011;
(c) The description of the Registrant’s ordinary shares and ADSs contained in the
Registrant’s Registration Statement on Form 8-A (File No. 001-35190) filed with the Commission on May 24, 2011, which incorporates by reference the description of the Registrant’s Ordinary Shares and ADSs set forth under
“Description of Share Capital” and “Description of American Depositary Shares” in the Registrant’s Registration Statement on Form F-1 (file No. 333-174293) filed with the Commission; and
(d) The Registrant’s Report of Foreign Private Issuer on Form 6-K (File No. 001-35190) filed with the Commission on
August 17, 2011.
All documents 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”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document
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 to constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4.
Description of Securities
.
Not applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Cayman Islands law does not limit the extent to which a company’s memorandum and 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 third 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 dishonesty, fraud or willful default of such directors or officers.
Pursuant to indemnification agreements, the form of which is filed as Exhibit 10.3 to our Registration Statement on Form F-1, as amended
(Registration No. 333-174293), we agree to indemnify our directors and executive officers with additional indemnification beyond that provided in our third amended and restated memorandum and articles of association.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to our Registration Statement on Form F-1, as amended (Registration
No. 333-174293), also provides for indemnification of us and our officers and directors.
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.
Item 7.
Exemption from Registration
Claimed
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Not applicable.
Item 8.
Exhibits
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Exhibit
No.
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Description
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5.1
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Opinion of Maples and Calder.
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10.1
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Taomee Holdings Limited’s 2009 Stock Option Plan and 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.1 and Exhibit 10.2 to the Registrant’s Registration
Statement on Form F-1 (file no. 333-174293) filed with the Securities and Exchange Commission).
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23.1
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Consent of Deloitte Touche Tohmatsu CPA Ltd.
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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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Power of Attorney (included on signature page hereto).
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Item 9.
Undertakings
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(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;
(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 this 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 periodic 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 Registrant’s annual report pursuant to Section 13(a) or 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 herein, 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.
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 Shanghai, People’s Republic of China, on September 20, 2011.
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Taomee Holdings Limited
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By:
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/s/ Benson Haibing Wang
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Name:
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Benson Haibing Wang
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Title:
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Chief Executive Officer and Director
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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. Benson Haibing Wang and Mr. Paul Keung, with full power to act alone, as his or her true and lawful attorneys-in-fact, with the power of substitution, for and in such person’s 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 attorneys-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 attorneys-in-fact 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 by the following persons in the capacities indicated and as of September 20, 2011.
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Signature
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Title
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Date
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/s/ Jason Liqing Zeng
Name: Jason Liqing Zeng
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Chairman of the Board
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September 20, 2011
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/s/ Benson Haibing Wang
Name: Benson Haibing Wang
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Chief Executive Officer and Director
(principal executive officer)
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September 20, 2011
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/s/ Paul Keung
Name: Paul Keung
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Chief Financial Officer
(principal financial and accounting officer)
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September 20, 2011
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/s/ Crow Zhen Wei
Name: Crow Zhen Wei
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Chief Technology Officer and
Director
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September 20, 2011
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/s/ Roc Yunpeng Cheng
Name: Roc Yunpeng Cheng
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Chief Operating Officer
Director
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September 20, 2011
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/s/ JP Gan
Name: JP Gan
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Director
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September 20, 2011
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/s/ Qi Ji
Name: Qi Ji
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Independent Director
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September 20, 2011
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/s/ Shengwen Rong
Name: Shengwen Rong
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Independent Director
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September 20, 2011
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/s/Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
Puglisi & Associates
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Authorized U.S. Representative
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September 20, 2011
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