Securities Registration (section 12(b)) (8-a12b)
04 Junho 2013 - 10:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASIA ENTERTAINMENT & RESOURCES LTD.
(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 of Incorporation
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(I.R.S. Employer
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or Organization)
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Identification No.)
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Unit 605, East Town Building, 16 Fenwick
Street, Wanchai, Hong Kong
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of Each Class to be
so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Subscription Rights to Purchase Ordinary Shares
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The NASDAQ Stock Market LLC
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If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
x
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If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.
¨
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Securities Act registration statement file number to which this
form relates: ______________.
Securities to be registered pursuant to Section 12(g) of the
Act: ______________.
Item 1. Description of Registrant's Securities to be Registered.
On June 6, 2013, each record holder of ordinary
shares on June 3, 2013 will receive one subscription right for every two ordinary shares owned as of June 3, 2013, rounded down
to the nearest whole right. The subscription rights will be evidenced by transferable rights certificates. An aggregate of 20,225,582
subscription rights will be issued. Each subscription right entitles the holder to purchase one ordinary share upon delivery of
the required subscription documents and payment of the subscription price of $3.00 per share prior to the expiration of the rights
offering on June 21, 2013. A holder may exercise all or a portion of its subscription rights or it may choose not to exercise its
rights. In order to properly exercise the subscription right, the holder must deliver the subscription payment and a properly completed
rights certificate, or if the holder holds its rights through a broker, dealer, custodian bank or other nominee, the holder must
complete and return to its record holder the form entitled “Beneficial Owner Election Form” or such other appropriate
documents as are provided by its record holder.
Item 2. Exhibits.
Exhibit
No.
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Description
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3.1
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Form of Second Amended Memorandum and Articles of Association (included as Annex D to the Proxy Statement filed as Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K filed on January 19, 2010 and incorporated herein by reference)
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4.1
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Specimen Ordinary Share Certificate (filed as an exhibit to Amendment No. 2 to the registrant’s Registration Statement on Form S-1 filed on January 31, 2008 and incorporated herein by reference.)
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
Date: June 4, 2013
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ASIA ENTERTAINMENT & RESOURCES LTD.
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By:
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/s/ Li Chun Ming Raymond
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Name:
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Li Chun Ming Raymond
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Title:
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Chief Financial Officer
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LiNiu Technology (CE) (USOTC:LINUF)
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