As Filed With the Securities and Exchange Commission on May 18, 2016

Registration No. 333-184079

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 

POST-EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

JIAYUAN.COM INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands  

 

Not Applicable  

(State or Other Jurisdiction of
Incorporation or
Organization) 

 

(I.R.S. Employer
Identification Number) 

 

15/F, Anhua Development Building
No. 35 Anding Road
Chaoyang District, Beijing
The People’s Republic of China
(86-10) 6113-6312
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

 

Jiayuan.com International Ltd. 2007 Share Incentive Plan
(Full Title of the Plan)

 

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

Copies to:
David S. Wang, Esq.
Tim Y. Sung, Esq.
Paul Hastings LLP
43/F, Jing An Kerry Center Tower II
1539 Nanjing West Road, Shanghai 200040
The People’s Republic of China
(86) 6103-2900

 

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  o

 

Accelerated filer  x

 

Non-accelerated filer  o

 

Smaller reporting company  o

 

 

 

 

(Do not check if a
smaller reporting company)

 

 

 

 

 


 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-184079) (the “Registration Statement”), which was filed with the Securities and Exchange Commission by Jiayuan.com International Ltd., a company established under the laws of the Cayman Islands (the “Company”), and became effective on September 25, 2012. Under the Registration Statement, a total of 2,400,000 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), were registered for issuance of shares granted or to be granted pursuant to the Jiayuan.com International Ltd. 2007 Share Incentive Plan (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 May 13, 2016, pursuant to an agreement and plan of merger, dated December 7, 2015, by and among the Company, LoveWorld Inc. and FutureWorld Inc. (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company as the surviving entity (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.

 


 

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 this Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on May 18, 2016.

 

 

 

JIAYUAN.COM INTERNATIONAL LTD.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Shang-Hsiu Koo

 

 

Name:

Shang-Hsiu Koo

 

 

Title:

Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Tao Sun

 

Director

 

May 18, 2016

Tao Sun

 

 

 

 

 

 

 

 

 

/s/ Jian Liang

 

Director

 

May 18, 2016

Jian Liang

 

 

 

 

 

 

 

 

 

/s/ Linguang Wu

 

Director and Chief Executive Officer

 

May 18, 2016

Linguang Wu

 

(principal executive officer) 

 

 

 

 

 

 

 

/s/ Shang-Hsiu Koo

 

Chief Financial Officer

 

May 18, 2016

Shang-Hsiu Koo

 

(principal financial and accounting officer)

 

 

 

3



 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Jiayuan.com International Ltd. has signed this registration statement or amendment thereto in New York on May 18, 2016.

 

 

By:

/s/ Giselle Manon

 

Name:

Giselle Manon
on behalf of Law Debenture Corporate Services Inc.

 

Title:

Service of Process Officer

 

4


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