As filed with the Securities and Exchange Commission on September 20, 2016
Registration No. 333-171527
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
E-COMMERCE CHINA DANGDANG INC.
(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 Number) |
E-Commerce China Dangdang Inc.
21/F, Jing An Center
No. 8 North Third Ring Road East
Chaoyang District, Beijing 100028
People’s Republic of China
(+86-10) 5799-2666
(Address of Principal Executive Offices and Zip Code)
_______________
2004 Share Incentive Plan
and
2010 Share Incentive Plan
(Full title of the plan)
_______________
Law Debenture Corporate Services Inc.
4th Floor, 400 Madison Avenue,
New York, New York 10017
(212) 750-6474
(Name and address and telephone number, including area code, of agent for service)
_______________
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.
| Large accelerated filer ¨ | Accelerated filerý | |
| Non-accelerated filer¨(Do not check if a smaller reporting company) | Smaller reporting company¨ |
Copies to:
Peggy Yu Yu Sole Director and Acting Chief Financial Officer E-Commerce China Dangdang Inc. 21/F, Jing An Center No. 8 North Third Ring Road East Chaoyang District, Beijing 100028 People’s Republic of China (+86-10) 5799-2666 | Z. Julie Gao, Esq. Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong (+852) 3740 4700
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-171527) (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission by E-Commerce China Dangdang Inc., a company established under the laws of the Cayman Islands (the “Registrant”), and became effective on January 4, 2011. Under the Registration Statement, an aggregate of 43,185,870 Class A common shares, par value $0.0001 per share, of the Registrant, were registered for issuance pursuant to awards granted under the Registrant’s 2004 Share Incentive Plan and 2010 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 May 28, 2016, the Registrant, Dangdang Holding Company Limited (“Parent”) and Dangdang Merger Company Limited (“Merger Sub”) entered into an agreement and plan of merger, which was approved on September 12, 2016 by the shareholders of the Registrant at an extraordinary general meeting of shareholders. The Registrant and Merger Sub subsequently filed a plan of merger with the Registrar of Companies of the Cayman Islands on September 20, 2016, which became effective as of September 20, 2016 (the “Effective Time”), as a result of which Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant has terminated all the 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 or unissued as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on September 20, 2016.
| E-Commerce China Dangdang Inc. | ||
| By: | /s/ Peggy Yu Yu | |
| Name: | Peggy Yu Yu | |
| Title: | Sole Director and Acting Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Peggy Yu Yu | Sole Director and Acting Chief Financial Officer | September 20, 2016 | ||
| Peggy Yu Yu | (principal financial and accounting officer) | |||
| /s/ Guoqing Li | Chief Executive Officer | September 20, 2016 | ||
| Guoqing Li | (principal executive officer) |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of E-Commerce China Dangdang Inc. has signed this registration statement or amendment thereto in New York on September 20, 2016.
| By: | /s/ Giselle Manon | |
| Name: | Giselle Manon | |
| Title: | Service of Process Officer | |
| Law Debenture Corporate Services Inc. |