Post-effective Amendment to an S-8 Filing (s-8 Pos)
19 Julho 2016 - 7:49AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 19, 2016
Registration No. 333-174444
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Qihoo 360 Technology Co. 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 or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Building No. 2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015, People’s Republic
of China
Telephone number: +86-10-5878-1000
(Address of principal
executive offices and zip code)
Qihoo 360 Technology Co. Ltd. 2006 Employee
Share Option Scheme
Qihoo 360 Technology Co. Ltd. 2011 Share
Incentive Plan
(Full title of the plans)
Corporation Service Company
1180 Avenue of the
Americas, Suite 210
New York, New York
10036-8401
(Name and address
of agent for service)
800-927-9800
(Telephone number,
including area code, of agent for service)
Copies to:
Eugene Y. Lee
Latham & Watkins
18/F, One Exchange Square
8 Connaught Place, Central
Hong Kong S.A.R., China
+852
2912-2500
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
x
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Accelerated filer
¨
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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 (this “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-174444) (the
“Registration Statement”), which was filed with the Securities and Exchange Commission by Qihoo 360 Technology Co.
Ltd., a company established under the laws of the Cayman Islands (the “Company”), and became effective on May 24, 2011.
Under the Registration Statement, a total of 16,652,751 ordinary shares, par value $0.001 per share, were registered for
issuance of shares granted or to be granted pursuant to the Qihoo 360 Technology Co. Ltd. 2006 Employee Share Option Scheme and
the Qihoo 360 Technology Co. Ltd. 2011 Share Incentive Plan (collectively, the “Plans”). 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 Plans.
On July 15, 2016, pursuant to
the agreement and plan of merger dated December 18, 2015 (the “Merger Agreement”) among the Company, Tianjin Qixin
Zhicheng Technology Co., Ltd. (
天津奇信志成科技有限公司
),
Tianjin Qixin Tongda Technology Co., Ltd. (
天津奇信通达科技有限公司
),
True Thrive Limited (
诚盛有限公司
),
New Summit Limited (
新峰有限公司
)
(“Merger Sub”), and solely for purposes of Section 6.19 of the Merger Agreement, Global Village Associates Limited
and Young Vision Group Limited, Merger Sub was merged with and into the Company, with the Company being the surviving corporation
resulting from the merger (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 July 19, 2016.
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Qihoo 360 Technology Co. Ltd.
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By:
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/s/ Hongyi Zhou
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Name: Hongyi Zhou
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Title: Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities
indicated as of July 19, 2016.
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Signature
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Title
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/s/ Hongyi Zhou
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Chief Executive Officer
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Name: Hongyi Zhou
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(principal executive officer)
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/s/ Jue Yao
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Chief Financial Officer
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Name: Jue Yao
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(principal financial and accounting officer)
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/s/ Alex Zuoli Xu
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Co-Chief Financial Officer
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Name: Alex Zuoli Xu
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(principal financial and accounting officer)
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/s/ Hongyi Zhou
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Director
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Name: Hongyi Zhou
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Signature
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Title
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/s/ Giselle Manon
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Authorized Representative
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Name: Giselle Manon
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in the United States
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Title: Service of Process Officer
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Law Debenture Corporate Services Inc.
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