Post-effective Amendment to an S-8 Filing (s-8 Pos)
31 Maio 2016 - 5:47PM
Edgar (US Regulatory)
Registration No. 333-126381
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
eLong, Inc.
(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 or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Block B, Xingke Plaza Building
10 Middle Jiuxianqiao Road
Chaoyang District
Beijing 10015, People’s Republic of China
(Address of Principal
Executive Offices, Including Zip Code)
eLong, Inc. Stock Option Plan dated April
18, 2001
eLong, Inc. Stock and Annual Incentive
Plan dated July 23, 2004
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8641
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Timothy B. Bancroft
Goulston & Storrs PC
400 Atlantic Avenue
Boston, Massachusetts 02110-3333
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):
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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DEREGISTRATION
OF SECURITIES
This Post-Effective
Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-126381) filed by eLong, Inc.,
a Cayman Islands company (the “Registrant”), on July 5, 2005 (the “Registration Statement”) under the Securities
Act of 1933. The Registration Statement registered 9,329,760 ordinary shares of the Registrant for issuance under the eLong, Inc.
Stock Option Plan dated April 18, 2001 and the eLong Stock and Annual Incentive Plan dated July 23, 2004.
On
May 31, 2016, the Registrant completed the merger contemplated by the Agreement and Plan of Merger, dated as of February 4,
2016 (as amended by the First Amendment thereto dated as of April 1, 2016, the “Merger Agreement”), among the
Registrant; C
hina E-dragon Holdings Limited, a Cayman Islands company (“Parent”); and China E-dragon Mergersub
Limited, a Cayman Islands company and a wholly owned subsidiary of Parent (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant
surviving the Merger as a wholly-owned subsidiary of Parent.
As a result of the Merger, the Registrant
has terminated all offerings of its securities pursuant to the Registration Statement.
The
Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all securities
registered under the Registration Statement that 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
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, People’s Republic of China, on May 31, 2016.
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eLong, Inc.
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By:
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/s/ Philip Yang
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Name:
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Philip Yang
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Title:
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Chief Financial Officer
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Note: In reliance on Rule
478 under the Securities Act of 1933, only the Registrant has signed this Post-Effective Amendment No. 1.
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