As filed with the Securities and Exchange Commission on July 7, 2009
Registration No. 333-160287
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM F-3
REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OF 1933
VanceInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
|
|
|
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
3/F Building 8, Zhongguancun Software Park,
Haidian District, Beijing 100193
Peoples Republic of China
+86 (10) 8282-5266
(Address and telephone number of Registrants principal executive offices)
CT Corporation System
111 Eighth Avenue
New
York, New York 10011
(212) 664-1666
(Name, address and telephone number of agent for service)
Copies to:
David T. Zhang, Esq.
Latham & Watkins
41
st
Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
(852)
2912-2503
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
¨
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class of
securities to be registered
|
|
Amount to
be registered(1)
|
|
Proposed maximum
offering price per share(3)
|
|
Proposed maximum aggregate
offering price(3)
|
|
Amount of
registration fee
|
|
Primary Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value US$0.001 per ordinary share(2)
|
|
350,000
|
|
$
|
14.40
|
|
$
|
5,040,000
|
|
$
|
281.23
|
|
Secondary Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value US$0.001 per ordinary share(2)
|
|
7,850,000
|
|
$
|
14.40
|
|
$
|
113,040,000
|
|
$
|
6,307.63
|
|
Total
|
|
8,200,000
|
|
$
|
14.40
|
|
$
|
118,080,000
|
|
$
|
6,588.86
|
(4)
|
(1)
|
|
Includes (i) ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution
or within 40 days after the later of the effective date of this registration statement and the date the ordinary shares are first bona fide offered to the public and (ii) ordinary shares that may be purchased by the underwriters pursuant to an
over-allotment option. These ordinary shares are not being registered for the purposes of sales outside of the United States.
|
(2)
|
|
American depositary shares (ADSs) issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on
Form F-6 (Registration No.333-147602).
|
(3)
|
|
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 on the basis of the average of the
high and low prices of the ADSs representing the ordinary shares reported on the New York Stock Exchange on July 2, 2009.
|
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
The sole purpose of this amendment is to amend the exhibit index and to file Exhibit 1.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, the amendment
consists only of the facing page, this explanatory note and Part II of the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 Articles of Association provide for
indemnification of officers and directors for actions, costs, charges, losses, damages and expenses incurred in their capacities as such, except through their own fraud or dishonesty.
We have entered into indemnification agreements with our directors and officers pursuant to which we will 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.
Any underwriting agreement entered into in connection with an offering
of our securities may also provide for indemnification of us and our officers and directors in certain cases.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 9. EXHIBITS
The exhibits to this registration statement are listed on the Index to Exhibits to this registration statement.
ITEM 10. UNDERTAKINGS
(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 of 1933, as amended, or the Securities Act;
|
|
(ii)
|
|
To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of shares offered (if the total dollar value of shares
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
|
II-1
|
(iii)
|
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;
|
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if 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 SEC by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(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
shares offered therein, and the offering of such shares 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 shares being registered which remain unsold at the termination of the offering.
|
(4)
|
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering
or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Exchange Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Exchange Act or Rule 3-19 of Regulation S-K if such financial statements and information
are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.
|
(5)
|
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(i)
|
|
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
|
|
(ii)
|
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of shares in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the shares in the registration statement to which that prospectus relates, and the offering of such shares at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
II-2
(6)
|
|
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the shares:
|
The undersigned Registrant undertakes that in a primary offering of shares of the undersigned Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the shares to the purchaser, if the shares are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to
offer or sell such shares to such purchaser:
|
(i)
|
|
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
|
(iii)
|
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its shares provided by or on behalf of
the undersigned Registrant; and
|
|
(iv)
|
|
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(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 Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the shares offered therein, and the offering of such shares
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, the Registrant has been advised that in the opinion of the Securities and Exchange 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 shares 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 will be governed by the final adjudication of such issue.
|
II-3
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 F-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, Peoples Republic of China, on July 7, 2009.
|
|
|
VANCEINFO TECHNOLOGIES INC.
|
|
|
By:
|
|
/s/ Chris Shuning Chen
|
Name:
|
|
Chris Shuning Chen
|
Title:
|
|
Chairman and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities indicated and on July 7, 2009.
|
|
|
Signature
|
|
Title
|
|
|
/s/ Chris Shuning Chen
Name: Chris Shuning Chen
|
|
Chairman and Chief Executive Officer
(principal executive officer)
|
|
|
/s/*
Name: David Lifeng Chen
|
|
Director and President
|
|
|
/s/*
Name: Sidney Xuande Huang
|
|
Chief Operating Officer and Chief Financial
Officer
(principal financial and accounting officer)
|
|
|
/s/*
Name: Hao Chen
|
|
Director
|
|
|
/s/*
Name: Ruby Lu
|
|
Director
|
|
|
/s/*
Name: Kui Zhou
|
|
Director
|
|
|
/s/*
Name: Daniel Mingdong Wu
|
|
Director
|
|
|
/s/*
Name: Donald J. Puglisi
Title: Managing Director, Puglisi &
Associates
|
|
Authorized U.S. Representative
|
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Chris Shuning Chen
Name: Chris Shuning Chen
Attorney-in-fact
|
|
|
INDEX TO EXHIBITS
|
|
|
Exhibit Number
|
|
Description of Document
|
1.1*
|
|
Form of Underwriting Agreement
|
|
|
4.1
|
|
Registrants Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.3 from our Registration Statement on Form F-1 (file no. 333-147601) filed with the
Securities and Exchange Commission on November 23, 2007)
|
|
|
4.2
|
|
Registrants Specimen Certificate for Ordinary shares (incorporated by reference to Exhibit 4.2 from our Registration Statement on Form F-1 (file no. 333-147601) filed with the
Securities and Exchange Commission on November 23, 2007)
|
|
|
4.3
|
|
Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 from our Registration Statement on
Form F-1 (file no. 333-147601) filed with the Securities and Exchange Commission on November 23, 2007)
|
|
|
5.1
|
|
Opinion of Conyers Dill & Pearman regarding the validity of the shares
|
|
|
8.1
|
|
Opinion of Latham & Watkins LLP regarding certain U.S. tax matters
|
|
|
23.1
|
|
Consent of Deloitte Touche Tohmatsu CPA Ltd., Independent Registered Public Accounting Firm
|
|
|
23.2
|
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
|
|
|
23.3
|
|
Consent of Jun He Law Offices
|
|
|
24.1
|
|
Powers of Attorney (included as part of signature page)
|
Vanceinfo Technologies American Depositary Shares (NYSE:VIT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Vanceinfo Technologies American Depositary Shares (NYSE:VIT)
Historical Stock Chart
From Jul 2023 to Jul 2024