As filed with the Securities and Exchange Commission
on August 21, 2012
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Registration
No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_________________________________________
AIRMEDIA GROUP
INC.
(Exact name of registrant as specified in its
charter)
_________________________________________
Cayman Islands
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N/A
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification Number)
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organization)
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17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The Peoples Republic
of China
(Address of Principal Executive Offices, including zip code)
_________________________________________
AirMedia Group Inc. 2011 Share Incentive Plan
(Full title of the plan)
Copies of Correspondence to:
CT
Corporation System
111 Eighth Avenue
New York, New York
10011
(212) 894-8940
(Name, address, and telephone number,
including area code, of agent for service)
_________________________________________
Copies to:
Louis A. Bevilacqua, Esq.
Woon-Wah Siu, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street,
N.W.
Washington, DC 20037
(202) 663-8000
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. (Check one):
Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller
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reporting company)
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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
(3)
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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$0.001 per
share
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2,000,000
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$
2.315
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$
4,630,000
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$
530.6
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(1)
These shares may be represented by the
Registrants American Depositary Shares (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 (File No. 333-146908).
(2)
Pursuant to Rule 416(a) promulgated under the
Securities Act of 1933, as amended (the Securities Act), this registration
statement shall also cover any additional securities that become issuable by
reason of any stock dividend, stock split, recapitalization or other similar
transaction.
(3)
Estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(h)(1) and (c) under the
Securities Act. The proposed maximum aggregate offering price is based upon the
average of the high and low prices of the registrants ADSs as reported on The
NASDAQ Stock Market LLC on
August 20, 2012.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
All Information required by Part I of Form S-8 to be contained
in the prospectus is omitted from this registration statement in accordance with
Rule 428 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, which have been filed by AirMedia
Group Inc. (the Registrant) with the Securities and Exchange Commission (the
Commission), are incorporated in this Registration Statement by reference:
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(a)
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The Registrants Annual Report on Form 20-F for the
fiscal year ended December 31, 2011, filed with the Commission on April
30, 2012, as amended on May 14, 2012; and
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(b)
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The description of the Registrants ordinary shares
contained in the Registration Statement on Form 8-A, filed on October 24,
2007 pursuant to Section 12(b) under the Securities Exchange Act of 1934,
as amended (the Exchange Act) and any further amendment or report filed
hereafter for the purpose of updating such
description.
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All documents that the Registrant files after the date of this
prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus and will automatically update information in this
prospectus.
Any statement contained in a 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute 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 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 Amended and Restated Articles of Association provide for indemnification of
officers and directors for all actions, proceedings, costs, charges, expenses,
losses, damages or liabilities incurred or sustained in their capacities as
such, including those incurred in defending against civil proceedings concerning
the Registrant or its affairs, except through their own willful neglect or
default.
Pursuant to the form of indemnification agreement filed as
Exhibit 10.2 to the Registrants registration statement on Form F-1 (No.
333-146825) declared effective on November 6, 2007 (the F-1 Registration
Statement), we may agree to indemnify our 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.
At the present time, there is no pending litigation or
proceeding involving a director, officer, employee or other agent of ours in
which indemnification would be required or permitted. We are not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
* Filed herewith.
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and
(iii)
To include any additional or changed material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement;
provided, however
, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the 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.
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(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 registrants annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 City of Beijing, Peoples Republic of China, on
August 21, 2012.
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AIRMEDIA GROUP INC.
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By
/s/ Herman Man Guo
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Name:
Herman Man Guo
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Title:
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature to this Registration Statement on Form S-8 appears below hereby
constitutes and appoints Herman Man Guo his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to sign any registration statement for the same offering covered by
this Registration Statement on Form S-8 that is to be effective on filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute 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 indicated on August 21, 2012.
SIGNATURE
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TITLE
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/s/ Herman Man Guo
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Chairman and Chief Executive Officer
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Herman Man Guo
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(Principal Executive Officer)
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/s/ Ping Sun
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Chief Financial Officer
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Ping Sun
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(Principal Financial Officer and
Accounting Officer)
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/s/ James Zhonghua Feng
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President and Director
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James Zhonghua Feng
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/s/ Qing Xu
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Director and Executive President
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Qing Xu
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/s/ Shichong Shan
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Independent Director
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Shichong Shan
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/s/ Donglin Xia
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Independent Director
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Donglin Xia
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/s/ Junjie Ding
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Independent Director
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Junjie Ding
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7
/s/ Songzuo Xiang
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Independent Director
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Songzuo Xiang
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/s/ Donald J. Puglisi
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Authorized Representative in the
United States
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Name: Donald J. Puglisi
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Title: Managing Director, Puglisi & Associates
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EXHIBIT INDEX
* Filed herewith.
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