Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 15 2016 - 6:10AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 14, 2016
Registration No. 333-175359
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mecox Lane Limited
(Exact name of registrant as specified
in its charter)
Cayman Islands
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5961
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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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Room 302, Qilai Building,
No. 889, Yishan Road
Shanghai 200233
People’s Republic of China
+86 21 3108-1111
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2006 Stock Option Plan
2008 Stock Option Plan
2011 Share Incentive Plan
(Full Title of the Plans)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
+1 (212) 894-8940
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Guisheng Liu
Acting Chief Financial Officer
Room 302, Qilai Building, No. 889 Yishan
Road
Shanghai 200233, People’s Republic
of China
+86 21 3108-1111
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.
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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) relates to the registration statement on Form S-8 (File No. 333-195576) (the “Registration Statement”),
which was filed with the U.S. Securities and Exchange Commission by Mecox Lane Limited, a company established under the laws of
the Cayman Islands (the “Registrant”), and became effective on July 6, 2011. Under the Registration Statement, a total
of 101,968,701 ordinary shares of the Registrant, par value $0.0001 per share, were registered for issuance of shares granted or
to be granted pursuant to the Registrant’s 2006 Stock Option Plan, 2008 Stock Option Plan and 2011 Share Incentive Plan (correctively,
the “Plans”). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued shares
previously registered under the Registration Statement and issuable under the Plans.
On December 22, 2015, the Registrant, MINAT ASSOCIATED CO.,
LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”) and ChinaEquity Alliance
Victory Co., Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned
subsidiary of Parent (“Merger Sub”) entered into an agreement and plan of merger, which was approved on April 12, 2016
by the shareholders of the Registrant at an extraordinary general meeting of shareholders. The Registrant and Merger Sub subsequently
filed a plan of merger with the Registrar of Companies of the Cayman Islands, which became effective as of April 14, 2016 (the
“Effective Time”), as a result of which Merger Sub was merged with and into the Registrant, with the Registrant continuing
as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant has terminated all
the offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means
of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold
as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
this Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on April 14,
2016.
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Mecox Lane Limited
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By:
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/s/ Ingrid Ye Wang
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Name:
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Ingrid Ye Wang
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Title:
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Chief Executive Officer
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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 April 14, 2016.
Signature
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Title
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Date
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/s/ Fan Zhang
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Director
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April 14, 2016
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Name: Fan Zhang
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/s/ Yang Wang
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Director
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April 14, 2016
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Name: Yang Wang
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/s/ Jiangyong Bu
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Director
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April 14, 2016
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Name: Jiangyong Bu
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/s/ Ingrid Ye Wang
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Chief Executive Officer
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April 14, 2016
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Name: Ingrid Ye Wang
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(principal executive officer)
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/s/ Michael Guisheng Liu
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Acting Chief Financial Officer
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April 14, 2016
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Name: Michael Guisheng Liu
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(principal financial and accounting officer)
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/s/ Donald J. Puglisi
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Authorized U.S. Representative
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April 14, 2016
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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Puglisi & Associates
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