As filed with the Securities and Exchange Commission on May 21, 2012
Registration No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vipshop Holdings 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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No. 20 Huahai Street
Liwan District, Guangzhou 510370
The Peoples Republic of China
+86 (20) 2233-0000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2011 Stock Incentive Plan
(Full title of the plan)
2012 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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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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Donghao Yang
Chief Financial Officer
Vipshop Holdings Limited
No. 20 Huahai Street
Liwan District, Guangzhou 510370
The Peoples Republic of
China
+86 (20) 2233-0000
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Z. Julie Gao, 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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Ordinary Shares, par value US$0.0001 per share
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4,486,250
(3)
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US$0.50
(3)
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US$2,243,125
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US$257.06
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Ordinary Shares, par value US$0.0001 per share
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1,863,138
(3)
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US$2.50
(3)
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US$4,657,845
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US$533.79
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Ordinary Shares, par value US$0.0001 per share
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1,575,798
(3)
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US$2.52
(3)
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US$3,971,011
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US$455.08
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Ordinary Shares, par value US$0.0001 per share
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8,424,814
(4
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US$2.62
(4
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US$22,073,013
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US$2,529.57
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Total
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16,350,000
(5
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US$32,944,994
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US$3,775.5
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(1)
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These shares may be represented by the Registrants ADSs, each of which represents two Ordinary Shares. The Registrants ADSs issuable upon deposit of the
ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-180029).
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(2)
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Represents Ordinary Shares issuable upon exercise of options granted and to be granted under the 2011 Stock Incentive Plan, as amended (the 2011 Plan) and
the 2012 Share Incentive Plan (the 2012 Plan). 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 2011 Plan and the 2012 Plan.
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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 2011 Plan 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 2011 Plan and the 2012 Plan, and the proposed maximum offering price per share, which is estimated solely
for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$5.23 per ADS (the average of the high and low prices for the Registrants ADSs as reported on the New York Stock
Exchange on May 18, 2012.
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(5)
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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 2011 Plan and the 2012 Plan.
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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 2011 Plan and the 2012 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.
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Incorporation of Documents by Reference
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The following documents previously filed by Vipshop Holdings 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 March 22, 2012 filed with the Commission on March 23, 2012 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 ordinary shares incorporated by reference in the Registrants registration statement on Form 8-A (File No. 001-35454)
filed with the Commission on March 9, 2012, 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 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 March 9, 2012, provides that the Registrant shall indemnify its directors and officers against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred by such persons in their capacity as such,
except through their own willful neglect or default.
2
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.10 to
the Registrants registration statement on Form F-1, as amended (File No. 333-179581), 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.
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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3
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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 Guangzhou, China, on May 21, 2012.
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VIPSHOP HOLDINGS LIMITED
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By:
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/s/ Eric Ya
Shen
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Name:
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Eric Ya Shen
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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 Eric Ya Shen and Donghao Yang, 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 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, this Registration Statement has been signed by the following persons in the capacities and on May 21, 2012.
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Signature
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Title
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/s/ Eric Ya
Shen
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Chairman of the Board of Directors and Chief Executive Officer
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Eric Ya Shen
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(principal executive officer)
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/s/ Donghao
Yang
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Chief Financial Officer
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Donghao Yang
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(principal financial and accounting officer)
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/s/ Arthur Xiaobo
Hong
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Director
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Arthur Xiaobo Hong
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/s/ Bin
Wu
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Director
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Bin Wu
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/s/ Yu
Xu
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Director
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Yu Xu
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/s/ Xing
Liu
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Director
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Xing Liu
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/s/ Frank
Lin
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Director
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Frank Lin
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/s/ Nanyan
Zheng
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Director
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Nanyan Zheng
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/s/ Kathleen
Chien
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Director
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Kathleen Chien
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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 Vipshop
Holdings Limited, as signed this registration statement in New York on May 21, 2012.
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Authorized U.S. Representative
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By:
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/s/ Kate
Ledyard
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Name:
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Kate Ledyard, on behalf of Law Debenture Corporate Services Inc.
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Title:
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Manager
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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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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
(File No. 333-179581))
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4.2
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Registrants Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No.
333-179581))
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4.3*
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Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas as depositary, and holders and beneficial owners of American Depositary Shares issued
thereunder
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4.4*
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Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3)
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5.1*
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Opinion of Thorp Alberga, the Cayman Islands legal counsel to the Registrant, regarding the legality of the ordinary shares being registered
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10.1
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2011 Stock Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333-179581))
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10.2
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2012 Share Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the registration statement on Form F-1, as amended (File No. 333-179581))
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23.1*
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Consent of Deloitte Touche Tohmatsu
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23.2*
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Consent of Thorp Alberga (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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8
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