Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 17 2020 - 11:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION
STATEMENT NO. 333-197313
REGISTRATION
STATEMENT NO. 333-205155
UNDER
THE SECURITIES
ACT OF 1933
JUMEI INTERNATIONAL
HOLDING 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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(I.R.S. Employer
Identification No.)
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20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007
The People’s Republic of China
+86 10-5676-6999
(Address of principal executive office)
2011 Global
Share Plan
2014 Share Incentive
Plan
(Full Title
of the Plan)
Law Debenture
Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York,
New York 10017
+1 (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. (Check one):
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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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 standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION
OF SECURITIES
Jumei International Holding
Limited (the “Registrant”) is filing this Post-Effective Amendment to the following registration statements
on Form S-8 (collectively, the “Registration Statements”) to deregister all unsold securities originally registered
by the Registrant pursuant to its (i) Registration Statement No. 333-197313, filed with the Securities and Exchange Commission
(the “Commission”) on July 9, 2014, with respect to a total of 16,701,229 class
A ordinary shares of the Registrant, par value US$0.00025 per share (the “Class A Ordinary Shares”), thereby registered
for offer or sale pursuant to Registrant’s 2011 Global Share Plan and 2014 Share Incentive Plan; and (ii) Registration Statement
No. 333-205155, filed with the Commission on June 23, 2015, with respect to a total of 6,600,000 Class A Ordinary Shares,
thereby registered for offer or sale pursuant to Registrant’s 2014 Share Incentive Plan.
On February 25, 2020,
the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Super ROI Global Holding
Limited (“Parent”) and Jumei Investment Holding Limited (“Purchaser”),
a wholly-owned subsidiary of Parent. On April 14, 2020 (the “Effective Time”), pursuant to the Merger Agreement, Purchaser
was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation
and a wholly-owned subsidiary of Parent. Upon completion of the Merger, the Registrant became a privately-held company.
As a result of the Merger, the Registrant has terminated all
offerings of its securities pursuant to the Registration Statements. The Registrant hereby removes from registration, by means
of this Post-Effective Amendment, any and all of the securities registered under the Registration Statements that remained 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 on Form S-8 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on
April 17, 2020.
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Jumei International Holding Limited
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By:
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/s/ Leo Ou Chen
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Name:
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Leo Ou Chen
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Title:
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Director
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No other person
is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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