As filed with the Securities
and Exchange Commission on June 30, 2010
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Registration
File No. 333-
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
________________
CHINA
INSONLINE CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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74-2559866
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Room
42, 4F, New Henry House, 10 Ice House Street
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Central,
Hong Kong
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N/A
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2010
STOCK OPTION PLAN
(Full
title of the plan)
The
Corporation Trust Company
Corporation
Trust Center
1209
Orange Street
Wilmington,
Delaware 19801
(Name and
address of agent for service)
(302)
658-7581
(Telephone
number, including area code, of agent for service)
with
a copy to:
Henry
I. Rothman, Esq.
Troutman
Sanders, LLP
The
Chrysler Building
405
Lexington Avenue
New
York, New York 10174
(212)
704-6000
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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o
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Accelerated filer
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o
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Non-accelerated
filer
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o
(Do not
check if smaller reporting company)
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Smaller reporting company
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þ
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CALCULATION
OF REGISTRATION FEE
Title
of Securities to Be
Registered
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Amount
to Be
Registered(1)
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Proposed
Maximum
Offering
Price Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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Common
Stock,
par
value $0.001 per share
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6,000,000
shares
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$
0.36
(2)
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$2,160,000
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$
154.01
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Total
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6,000,000
shares
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$
154.01
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement covers such indeterminate number of
shares of Common Stock as may be issued resulting from stock splits, stock
dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the registration fee, pursuant to
Rules 457(c) and 457(h), based on the average of the high and low sales
prices reported of the registrant’s Common Stock on June 28,
2010.
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PART
I.
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the 2010 Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “
Securities
Act
”). Such documents are not required to be, and are not
being, filed by China INSOnline Corp. (the “
Company
”) with the Securities
and Exchange Commission (the “
Commission
”), either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Such documents,
together with the documents incorporated by reference herein pursuant to Item 3
of Part II of this Registration Statement on Form S-8, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents heretofore filed by the Company with the Commission are
incorporated herein by reference: (1) the Company’s annual report on Form 10-K
for the fiscal year ended June 30, 2009 filed with the Commission on October 13,
2009, (2) the Company’s quarterly reports on Form 10-Q for the fiscal quarters
ended September 30, 2009, December 31, 2009 and March 31, 2010, as filed with
the Commission on November 13, 2009, February 16, 2010 and May 27, 2010,
respectively, (3) the Company’s current reports on Form 8-K filed with the
Commission on January 8, 2010, January 20, 2010, June 1, 2010 and June 15,
2010, (4) the description of the Company's common stock contained in the
Company’s Registration Statement on Form 8-A filed with the Commission on June
26, 2008.
All
documents filed subsequent to the date of this Registration Statement pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
Any
documents or information “furnished” and not “filed” in accordance with the
Commission rules shall not be deemed incorporated in this registration
statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Section 145
of the Delaware General Corporation Law permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of such action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses that
the court deems proper despite such adjudication of liability in view of all the
circumstances of the case.
Section 102(b)(7)
of the Delaware General Corporation Law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director:
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(1)
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for
any breach of the director’s duty of loyalty to the corporation or its
stockholders;
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(2)
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for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
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(3)
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under
Section 174 (relating to liability for unlawful purchases or
redemptions of, or dividends on, capital stock) of the Delaware General
Corporation Law; or
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(4)
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for
any transaction from which the director derived an improper personal
benefit.
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As
permitted by the Delaware General Corporation Law, our restated certificate of
incorporation, as amended, eliminates liability of our directors for monetary
damages to the extent permitted under applicable law.
Our
bylaws also contain provisions to the effect that each director and officer
shall be indemnified by the Company against liabilities and expenses in
connection with any legal proceedings to which he is or may be made a party or
with which he may become involved or threatened by reason of the fact that he is
or was a director or officer of the Company, or is or was serving, at the
request of the Company, as a director, officer, employee, partner,
administrator, trustee or other fiduciary of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or enterprise. Any
such indemnification will be limited to the extent that such person is not
insured or otherwise indemnified. The power to so indemnify has been
or may be granted by statute, and for this purpose the board of directors may,
and on request of any such person shall, reasonably determine in each case
whether or not the applicable standards in any such statute have been met, or
such determination shall be made by independent legal counsel if the board so
directors or if the board is not empowered by statute to make such
determination.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Exhibit
Number
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5
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Opinion
and consent of Troutman Sanders LLP, counsel to the Company, as to the
legality of the securities being offered.*
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23.1
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Consent
of Weinberg & Company, P.A.*
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23.2
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Consent
of Troutman Sanders LLP (contained in Exhibit
5).*
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24
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Power
of Attorney (contained in the signature page to this registration
statement).*
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99.1
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2010
Stock Option Plan.*
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99.2
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Form
of Incentive Stock Option Agreement.*
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99.3
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Form
of Nonstatutory Stock Option
Agreement.*
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____________________
*Filed
herewith
Item 9.
Undertakings.
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;
(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 decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(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 (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities 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
securities being registered which remain unsold at the termination of the
offering.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, 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 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 securities 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 Act and will
be governed by the final adjudication of such issue.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, New York, on June 30, 2010.
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CHINA
INSONLINE CORP.
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By:
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/s/
Junjun Xu
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Name:
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Junjun
Xu
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Title:
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Chief
Executive Officer
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(Principal
Executive Officer)
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By:
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/s/
Mingfei Yang
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Name:
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Mingfei
Yang
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Title:
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Chief
Financial Officer
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(Principal
Accounting and Financial
Officer)
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POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Junjun Xu and Mingfei Yang his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as (s)he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this 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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Junjun
Xu
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Chief
Executive Officer and Director
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June
30, 2010
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(Principal
Executive Officer)
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Zhenyu
Wang
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Chairman
of the Board
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June
30, 2010
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/s/
Yuefeng Wang
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Yuefeng
Wang
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Director
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June
30, 2010
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Yinan
Zhang
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Director
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June
30, 2010
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Renbin
Yu
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Director
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June
30, 2010
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Yong
Bian
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Director
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June
30, 2010
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Xiaoshuang
Chen
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Director
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June
30, 2010
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EXHIBIT
INDEX
Exhibit
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Number
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5
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Opinion
and consent of Troutman Sanders LLP, counsel to the Company, as to the
legality of the securities being offered.*
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23.1
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Consent
of Weinber & Company, P.A.*
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23.2
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Consent
of Troutman Sanders LLP (contained in Exhibit 5).*
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24
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Power
of Attorney (contained in the signature page to this registration
statement).*
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99.1
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2010
Stock Option Plan.*
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99.2
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Form
of Incentive Stock Option Agreement.*
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99.3
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Form
of Nonstatutory Stock Option
Agreement.*
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_____________________
*Filed
herewith
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