Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 13 2017 - 4:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 13, 2017
Registration No. 333-203621
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Trina Solar 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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No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
Peoples Republic of China
(Address of Principal Executive Offices and Zip Code)
Trina Solar Limited Share Incentive Plan
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copies to:
David T. Zhang
Benjamin Su
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark, 15 Queens Road Central
Hong Kong, China
(852) 3761-3318
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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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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. 333-203621) (the Registration Statement), which was filed with the Securities and Exchange Commission by Trina Solar Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Company), and became effective on April 24, 2015. Under the Registration Statement, a total of 200,000,000 ordinary shares, par value $0.00001 per share, were registered for issuance of shares granted or to be granted pursuant to an amendment to Trina Solar Limited Share Incentive Plan approved by the shareholders of the Company at the annual meeting of shareholders of the Company held on August 28, 2014 ( the Plan). 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 Plan.
On March 13, 2017, pursuant to the agreement and plan of merger dated August 1, 2016, as amended on October 18, 2016 (the merger agreement), among the Company, Fortune Solar Holdings Limited (Parent) and Red Viburnum Company Limited (Merger Sub), Merger Sub was merged with and into the Company, with the Company being the surviving corporation resulting from the merger (the merger). Upon completion of the merger, the Company became a privately-held company.
As a result of the merger, the Company has terminated all the offerings of its securities pursuant to the Registration Statement. The Company 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 date hereof.
1
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 post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Changzhou, Jiangsu Province, Peoples Republic of China, on March 13, 2017.
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TRINA SOLAR LIMITED
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By:
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/s/ Jifan Gao
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Name:
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Jifan Gao
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Title:
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Sole Director and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the 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/ Jifan Gao
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Sole Director and Chief Executive Officer
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March 13, 2017
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Name: Jifan Gao
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(principal executive officer)
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/s/ Merry Ying Xu
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Interim Chief Financial Officer
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March 13, 2017
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Name: Merry Ying Xu
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(principal financial and accounting officer)
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/s/ *
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Authorized U.S. Representative
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March 13, 2017
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Name: Donald J. Puglisi
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Title: Managing Director,
Puglisi & Associates
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* By:
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/s/ Jifan Gao
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Name: Jifan Gao
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Title: Attorney-in-Fact
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[Signature Page to Form S-8]
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