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
KU6 MEDIA CO., 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 No.) |
Building 6, Zhengtongchuangyi Centre
No. 18 Xibahe Xili, Chaoyang District
Beijing 100020, People’s Republic of China
(8610) 5758-6813
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2004 Share Incentive Plan
2003 Stock Option Plan
2002 Incentive Compensation Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
James C. Lin
Davis Polk & Wardwell LLP
18/F, The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
(852) 2533-3300
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 o | Accelerated filer o | ||
| Non-accelerated filer x | (Do not check if a smaller reporting company) | Smaller reporting company o | |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-125174) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on May 24, 2005 by Ku6 Media Co., Ltd. (formerly known as Hurray! Holding Co., Ltd.), a company established under the laws of the Cayman Islands (the “Registrant”). Under the Registration Statement, a total of 261,041,020 ordinary shares of the Registrant, par value $0.00005 per share (“Ordinary Shares”) were registered for issuance of shares granted or to be granted pursuant to the Registrant’s 2002 Incentive Compensation Plan, 2003 Stock Option Plan and 2004 Share Incentive Plan (together, the “Plans”). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued securities previously registered under the Registration Statement and issuable under the Plans.
On July 11, 2016, pursuant to the Agreement and Plan of Merger dated as of April 5, 2016, among the Registrant, Shanda Investment Holdings Limited (“Parent”) and Ku6 Acquisition Company Limited (“Merger Sub”), a wholly owned subsidiary of Parent, Merger Sub was merged with and into the Registrant, with the Registrant being the surviving corporation resulting from the merger (the “Merger”). Upon completion of the Merger, all outstanding Ordinary Shares and American depositary shares of the Registrant and all outstanding and unexercised options to purchase Ordinary Shares pursuant to the Plans were cancelled.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant 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.
2
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 12, 2016.
Ku6 Media Co., Ltd.
| |||
| By: | /s/ Qingmin Dai | ||
| Name: | Qingmin Dai | ||
| Title: | Chairman of the Special Committee, Authorized Signatory | ||
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 12, 2016.
| By: | /s/Feng Gao | ||
| Name: | Feng Gao | ||
| Title: | Chief Executive Officer, Director | ||
| By: | /s/ Jason (Zhensong) Ma | ||
| Name: | Jason (Zhensong) Ma | ||
| Title: | Acting Chief Financial Officer, Director | ||
| By: | /s/ Robert Chiu | ||
| Name: | Robert Chiu | ||
| Title: | Director | ||
| By: | /s/ Mingfeng Chen | ||
| Name: | Mingfeng Chen | ||
| Title: | Director | ||
| By: | /s/ Qingmin Dai | ||
| Name: | Qingmin Dai | ||
| Title: | Director | ||
| By: | /s/ Yong Gui | ||
| Name: | Yong Gui | ||
| Title: | Director | ||
| By: | /s/ Jun Deng | ||
| Name: | Jun Deng | ||
| Title: | Director | ||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Ku6 Media Co., Ltd., has signed this Amendment inNewark, Delaware, on July 12, 2016.
| PUGLISI & ASSOCIATES | |||
| By: | /s/Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | ||
| Title: | Managing Director | ||
