As filed with the Securities and Exchange Commission on June 25, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HiSoft Technology International 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.) |
33 Lixian Street
Qixianling Industrial Base
Hi-Tech Zone, Dalian 116023
People’s Republic of China
(86) 411 8455 6655
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
HiSoft Technology International Limited 2011 Equity 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:
Leiming Chen
Simpson Thacher & Bartlett
ICBC Tower, 35th Floor
3 Garden Road
Central, Hong Kong
+852 2514-7600
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 | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) |
| Smaller reporting company | o |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered(1) |
| Amount to be registered(2) |
| Proposed maximum aggregate offering price |
| Amount of registration fee |
| |
Common shares, par value US$0.0001 per share |
| 3,475,000(3) |
| $1,859,250(3) |
| $213.07 |
| |
Common shares, par value US$0.0001 per share |
| 24,902,466(4) |
| $17,982,201.76(4) |
| $2,060.76 |
| |
Common shares, par value US$0.0001 per share |
| 18,519,234(5) |
| $13,372,836.34(5) |
| $1,532.53 |
| |
Total |
| 46,896,700 |
| $33,214,288.1 |
| $3,806.36 |
| |
(1) | These shares may be represented by the American Depositary Shares (the “ADSs”) of HiSoft Technology International Limited (the “Registrant”), each of which represents 19 common shares, par value US$0.0001 per share (the “Common Shares”). ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (333-167641). | |||||||
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(2) | Consists of Common Shares to be offered under the Registrant’s 2011 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Plan. | |||||||
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(3) | The amount to be registered represents shares issuable upon exercise of outstanding options granted under the Plan. Pursuant to Rule 457(h) under the Securities Act, the maximum aggregate offering price is calculated as the product of the 3,475,000 shares issuable upon exercise of outstanding options under the Plan and the exercise prices varying from US$0.52 per share to US$0.63 per share, for a proposed maximum aggregate offering price of US$1,859,250 and the proposed maximum offering price per share represents the exercise price of such outstanding options. | |||||||
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(4) | The amount to be registered represents shares issuable upon vesting of outstanding restricted share awards granted under the Plan, and the proposed maximum offering price per share, which is estimated solely for the purpose of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is calculated as the product of 24,902,466 shares issuable upon vesting of outstanding restricted share awards multiplied by the average of the high and low prices for the Registrant’s ADSs, as quoted on the NASDAQ Global Market on June 19, 2012, or US$13.72, divided by 19 to adjust for the Common Share-to-ADS ratio, which is equal to an aggregate offering price of US$17,982,201.76. | |||||||
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(5) | These shares are reserved for future award grants under the Plan, and the proposed maximum offering price per share, which is estimated solely for the purpose of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is calculated as the product of 18,519,234 shares reserved and issuable for future award grants under the Plan multiplied by the average of the high and low prices for the Registrant’s ADSs, as quoted on the NASDAQ Global Market on June 19, 2012, or US$13.72, divided by 19 to adjust for the Common Share-to-ADS ratio, which is equal to an aggregate offering price of US$13,372,836.34. | |||||||
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ITEM 2. Registration Information and Employee Plan Annual Information | 1 |
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Item 1 will be sent or given to employees, directors or others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item 2 will be sent or given to employees, directors or others as specified by Rule 428(b). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission as part of this Registration Statement.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
a. The Registrant’s annual report on Form 20-F for the year ended December 31, 2011 (File No. 001-34790) filed with the Commission on April 20, 2012;
b. The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the Commission on May 11, 2012;
c. The Registrant’s Registration Statement on Form F-6 (File No. 333-167641) filed with the Commission on June 21, 2010; and
d. The description of the Registrant’s common shares set forth under “Description of Share Capital” and the description of the Registrant’s American Depositary Shares set forth under “Description of American Depositary Shares” in the Registrant’s Registration Statement on Form F-1 (File No. 333-170752), as amended, originally filed with the Commission on November 22, 2010, including any amendment and report subsequently filed for the purpose of updating that description.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The Registrant’s articles of association provide that each officer or director of the registrant shall be indemnified out of the assets and profits of the Registrant against any losses, damages, costs and expenses incurred in their capacities as such, but the indemnity does not extend to any matter in respect of any fraud or dishonesty which may be attached to such person.
Under the form of indemnification agreements filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form F-1 (File No. 333-167596) originally filed with the Commission on June 17, 2010, the Registrant will agree to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed
Not applicable.
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act, 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 Dalian, People’s Republic of China on June 25, 2012.
| HISOFT TECHNOLOGY INTERNATIONAL LIMITED | |
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| By: | /s/ Tiak Koon Loh |
| Name: | Tiak Koon Loh |
| Title: | Chief Executive Officer |
Each person whose signature appears below constitutes and appoints each of Tiak Koon Loh and Christine Lu-Wong as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of common shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated in Dalian, People’s Republic of China on June 25, 2012.
Signature |
| Capacity |
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/s/ Cheng Yaw Sun |
| Non-executive Chairman and Director |
Cheng Yaw Sun |
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/s/ Tiak Koon Loh |
| Chief Executive Officer and Director |
Tiak Koon Loh |
| (principal executive officer) |
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/s/ Christine Lu-Wong |
| Chief Financial Officer and Executive Vice President |
Christine Lu-Wong |
| (principal financial and accounting officer) |
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/s/ Jenny Lee |
| Director |
Jenny Lee |
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/s/ Terry McCarthy |
| Director |
Terry McCarthy |
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/s/ Venkatachalam Krishnakumar |
| Director |
Venkatachalam Krishnakumar |
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/s/ Davy Lau |
| Director |
Davy Lau |
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/s/ Dr. Pehong Chen |
| Director |
Dr. Pehong Chen |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act, the undersigned, the duly authorized representative in the United States of HiSoft Technology International Limited has signed this registration statement or amendment thereto in New York on June 25, 2012.
Kate Ledyard | By: | /s/ Kate Ledyard |
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| Kate Ledyard |
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| Manager |
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| Law Debenture Corporate Services Inc. |
EXHIBIT |
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NUMBER |
| DESCRIPTION |
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4.1 |
| HiSoft Technology International Limited 2011 Share Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registrant’s annual report for the fiscal year 2011 on Form 20-F (File No. 001-34790)) |
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4.2 |
| Form of Nonqualified Stock Option Agreement, under the HiSoft Technology International Limited 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.4 to the Registrant’s annual report for the fiscal year 2011 on Form 20-F (File No. 001-34790)) |
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4.3 |
| Form of Restricted Stock Award Agreement, under the HiSoft Technology International Limited 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.5 to the Registrant’s annual report for the fiscal year 2011 on Form 20-F (File No. 001-34790)) |
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5.1* |
| Opinion of Conyers Dill & Pearman (Cayman) Limited |
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23.1* |
| Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5.1) |
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23.2* |
| Consent of Deloitte Touche Tohmatsu CPA Ltd. |
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24.1* |
| Power of Attorney (included on signature page hereto) |
* Filed herewith