As filed with the Securities and Exchange Commission on June 28, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BAIDU, INC.
(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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Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
Peoples Republic of China
Telephone: +86 10 5992-8888
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2018 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone:
+1-302-738-6680
(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, smaller reporting company and emerging growth 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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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
Copies to:
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Herman Yu
Chief Financial Officer
Baidu, Inc.
Baidu
Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
Peoples Republic of China
+86 10 5992-8888
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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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Class A Ordinary Shares, par value US$0.00005 per
share
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4,624
(3)
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$0.10
(3)
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$462.40
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$0.06
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Class A Ordinary Shares, par value US$0.00005 per
share
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481,206
(4)
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$1,141.50
(4)
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$549,296,649.00
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$66,574.75
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Class A Ordinary Shares, par value US$0.00005 per
share
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2,958,120
(5)
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$1,141.50
(5)
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$3,376,693,980.00
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$409,255.31
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Total
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3,443,950
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$3,925,991,091.40
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$475,830.12
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(1)
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These shares may be represented by the Registrants American Depositary Shares, or ADSs, ten of which
represent one Class A ordinary share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under separate registration statements on Form
F-6
(File
No. 333-126546
and File
No. 333-221823).
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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 2018 Share Incentive Plan (the 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 Plan. Any Class A 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 Plan.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon the exercise of outstanding
options granted under the Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of such outstanding options.
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(4)
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The amount to be registered represents outstanding restricted shares granted under the Plan as of the date of
this registration statement. The corresponding 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
US$114.15 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq on June 25, 2019.
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(5)
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The shares are reserved for future award grants under the Plan. The corresponding 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 US$114.15 per ADS, the average of the high and low prices for the
Registrants ADSs as quoted on the Nasdaq on June 25, 2019.
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