Post-effective Amendment to an S-8 Filing (s-8 Pos)
18 Maio 2016 - 7:12AM
Edgar (US Regulatory)
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
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or
Organization)
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(I.R.S. Employer
Identification Number)
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15/F, Anhua Development Building
No. 35 Anding Road
Chaoyang District, Beijing
The Peoples Republic of China
(86-10) 6113-6312
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrants 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 Peoples 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
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a
smaller reporting company)
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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.
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JIAYUAN.COM INTERNATIONAL LTD.
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By:
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/s/ Shang-Hsiu Koo
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Name:
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Shang-Hsiu Koo
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Title:
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Chief Financial Officer
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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
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Title
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Date
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/s/ Tao Sun
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Director
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May 18, 2016
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Tao Sun
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/s/ Jian Liang
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Director
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May 18, 2016
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Jian Liang
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/s/ Linguang Wu
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Director and Chief Executive Officer
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May 18, 2016
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Linguang Wu
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(principal executive officer)
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/s/ Shang-Hsiu Koo
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Chief Financial Officer
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May 18, 2016
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Shang-Hsiu Koo
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(principal financial and accounting officer)
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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.
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By:
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/s/ Giselle Manon
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Name:
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Giselle Manon
on behalf of Law Debenture Corporate Services Inc.
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Title:
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Service of Process Officer
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4
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