As filed with the Securities and Exchange Commission on July 22, 2014
Registration No. 333-168890
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
AutoNavi Holdings Limited
(Exact name of registrant as specified in its charter)
Cayman Islands |
| Not Applicable |
(state or other jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
16/F, Section A, Focus Square
No 6. Futong East Avenue, Wangjing
Chaoyang District, Beijing 100102
The People’s Republic of China
+86 10 8410-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
Ji Ma
Chief Financial Officer
AutoNavi Holdings Limited
16/F, Section A, Focus Square
No 6. Futong East Avenue, Wangjing
Chaoyang District, Beijing 100102
The People’s Republic of China
+86 10 8410-7000
DEREGISTRATION OF SECURITIES
AutoNavi Holdings Limited (“AutoNavi” or the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister all unsold securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2010, File No. 333-168890 (the “Registration Statement”), with respect to ordinary shares of the Registrant, par value $0.0001 per share (the “Ordinary Shares”), thereby registered for offer or sale pursuant to the Registrant’s 2007 Share Incentive Plan (as amended the “2007 Plan”). A total of 21,237,000 Ordinary Shares were registered for issuance under the 2007 Plan.
Alibaba Investment Limited, Ali ET Investment Holding Limited (“Merger Sub”) and the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) on April 11, 2014. On July 17, 2014, AutoNavi and Merger Sub filed a plan of merger with the Cayman Islands Companies Registrar which was registered by the Registrar as of July 17, 2014 (the “Effective Time”), pursuant to which Merger Sub was merged with and into AutoNavi, with AutoNavi continuing as the surviving corporation (the “Merger”).
In connection with the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement, as amended. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, all of its securities registered under the Registration Statement that remained unsold or unissued as of the Effective Time.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on July 22, 2014.
| AutoNavi Holdings Limited | |
|
| |
| By: | /s/ Congwu Cheng |
| Name: | Congwu Cheng |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Post Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on July 22, 2014.
Signature |
| Capacity |
|
|
|
/s/ Congwu Cheng |
| Chief Executive Officer |
Congwu Cheng |
| (principal executive officer) |
|
|
|
/s/ Ji Ma |
| Chief Financial Officer |
Ji Ma |
| (principal financial and accounting officer) |
|
|
|
/s/ Timothy A. Steinert |
| Director |
Timothy A. Steinert |
|
|
|
|
|
/s/ Ping Ching Samuel Yen |
| Director |
Ping Ching Samuel Yen |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of AutoNavi Holdings Limited has signed this registration statement or amendment thereto in New York on July 22, 2014.
| By: | /s/ Diana Arias |
|
| Diana Arias |
|
| Senior Managing Officer |
|
| Law Debenture Corporate Services Inc. |