Securities Registration: Employee Benefit Plan (s-8)
January 18 2019 - 6:46AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 18, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Opera Limited
(Exact Name of Registrant as Specified
in Its Charter)
Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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Gjerdrums vei 19, 0484 Oslo, Norway
+47 2369-2400
(Address of Principal Executive Offices
and Zip Code)
Amended and Restated Share Incentive
Plan
(Full Title of the Plans)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, N.Y. 10016
(Name and address of agent for service)
+1 (800) 221-0102
(Telephone number, including area code,
of agent for service)
Copies to:
David T. Zhang, Esq.
Benjamin W. James, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
+852 3761-3300
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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
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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
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Smaller reporting company
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¨
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Emerging growth company
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x
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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.
x
CALCULATION OF REGISTRATION FEE
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
(4)
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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 $0.0001 per share
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20,000,000
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(3)
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US$
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3.63
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US$
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72,600,000
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US$
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8,799.12
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(1)
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The securities to be registered hereby may be represented by American depositary shares, or ADSs, of Opera Limited (the “Registrant”).
Each ADS represents two ordinary shares, par value of US$0.0001 per share, of the Registrant (the “Ordinary Shares”).
The Registrant’s ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration
statement on Form F-6 (Registration No. 333-226171).
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(2)
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In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement on Form S-8 (this “Registration Statement”) also covers an indeterminate number of additional securities
which may be offered and issued under the Registrant’s Amended and Restated Share Incentive Plan (the “Share Incentive
Plan”) to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Share Incentive
Plan.
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(3)
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The amount to be registered represents the Ordinary Shares issuable upon exercise of outstanding options or restricted share
units granted under the Share Incentive Plan.
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(4)
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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 the average of the high and low prices for the Registrant’s
ADSs as quoted on the Nasdaq Global Select Market on January 16, 2019, which is within five (5) business days prior to the date
of this Registration Statement, and adjusted for the Ordinary Share-to-ADS ratio.
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PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
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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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* Information
required by Part I of the Form S-8 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 introductory note to Part I of Form S-8. The documents containing
information specified in this Part I of Form S-8 will be separately provided to the participants covered by the Plans, as specified
by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The
Registrant’s prospectus dated July 26, 2018 (File No. 333-226017) filed with the Commission on July 27, 2018 pursuant to
Rule 424(b)(4) under the Securities Act;
(b) The
description of the Registrant’s Ordinary Shares contained in its registration statement on Form 8-A (File No. 001-38588)
filed with the Commission on July 13, 2018, including any amendment and report filed for the purpose of updating that description;
and
(c) The
Registrant’s reports of foreign private issuer on Form 6-K (File No. 001-38588) furnished to the Commission on August 23,
2018, November 5, 2018 and November 8, 2018.
All documents filed or furnished 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”), 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.
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Item 4.
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Description of Securities.
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Not required
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable
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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 company’s 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 or committing a crime. Under the Registrant’s amended and restated memorandum and
articles of association, to the fullest extent permissible under Cayman Islands law every director and officer of the Registrant
shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained
by him, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers,
authorities or discretions as a director or officer of the Registrant, including without prejudice to the generality of the foregoing,
any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings
concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements,
the form of which is filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-226017),
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 of the Registrant.
The underwriting agreement, the form of
which is filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-226017), also
provides for indemnification of the Registrant and its officers and directors.
The Registrant currently carries liability
insurance for its directors and executive officers.
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.
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Item 7.
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Exemption From Registration Claimed
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Not applicable
See Exhibit Index beginning on page 4 of
this registration statement.
(a) 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 of 1933;
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(ii)
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to reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
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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 such information in the
Registration Statement;
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provided,
however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration
Statement; and
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(2)
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That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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 of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication
of such issue.
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OPERA LIMITED
EXHIBIT INDEX
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 Norway on January 18, 2019.
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Opera Limited
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By:
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/s/ Yahui Zhou
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Name:
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Yahui Zhou
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Title:
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Chairman of the Board and 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 each of Yahui Zhou and Frode Jacobsen as his true and lawful
attorney-in-fact with full power of substitution and re-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 such 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 such
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.
Signature
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Title
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Date
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/s/ Yahui Zhou
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Chairman of the Board and Chief Executive
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January 18, 2019
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Name: Yahui Zhou
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Officer (principal executive officer)
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/s/ Frode Jacobsen
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Chief Financial Officer (principal financial and
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January 18, 2019
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Name: Frode Jacobsen
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accounting officer)
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/s/ Hongyi Zhou
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Director
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January 18, 2019
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Name: Hongyi Zhou
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/s/ Han Fang
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Director
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January 18, 2019
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Name: Han Fang
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/s/ Lori Wheeler Næss
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Director
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January 18, 2019
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Name: Lori Wheeler Næss
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/s/ Trond Riiber Knudsen
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Director
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January 18, 2019
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Name: Trond Riiber Knudsen
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of Opera Limited, has signed this Registration Statement
or amendment thereto in Norway, on January 18, 2019.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name: Colleen A. De Vries
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Title: Senior Vice President
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