As filed with the Securities and Exchange Commission on July 31, 2015
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATA Inc.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands |
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Not Applicable |
(State or Other Jurisdiction of |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
1/F East Gate, Building No. 2, Jian Wai Soho,
No. 39 Dong San Huan Zhong Road,
Chao Yang District, Beijing 100022, China
(Address, Including Zip Code, of Principal Executive Offices)
ATA Inc. 2008 Employee Share Incentive Plan
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
David Roberts, Esq.
OMelveny & Myers LLP
37th Floor, Yin Tai Center, Office Tower
2 Jian Guo Men Wai Avenue
Beijing 100022, China
+86-10-6563-4200
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 filero |
Accelerated filero |
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Non-accelerated filerx |
Smaller reporting companyo |
CALCULATION OF REGISTRATION FEE
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Title of |
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Amount |
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Proposed |
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Proposed |
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Amount of |
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Common shares, $0.01 par value per share, issuable under the ATA Inc. 2008 Employee Share Incentive Plan |
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336,307shares |
(1)(2) |
$ |
1.825 |
(3) |
$ |
613,760 |
(3) |
$ |
71.32 |
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(1) This Registration Statement covers, in addition to the number of common shares of ATA Inc., a Cayman Islands corporation (the Company or the Registrant), par value $0.01 per share (the Common Shares), stated above, options and other rights to purchase or acquire the Common Shares covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the ATA Inc. 2008 Employee Share Incentive Plan (the 2008 Plan) as a result of one or more adjustments under the 2008 Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2) These Common Shares may be represented by the Registrants ADSs, each of which represents two Common Shares. The Registrants ADSs issuable upon deposit of the Common Shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-148641) filed on January 14, 2008, and any other amendment or report filed for the purpose of updating such statement.
(3) Pursuant to Securities Act Rule 457(h)(1), the maximum aggregate offering price with respect to the 2008 Plan is calculated as the product of 336,307 Common Shares issuable or reserved under the 2008 Plan multiplied by the average of the high and low prices for the Registrants Common Shares represented by American Depositary Shares as reported on the NASDAQ Global Market on July 27, 2015.
The Exhibit Index for this Registration Statement is at page 6.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference:
(a) The Companys Registration Statements on Form S-8, filed with the Commission on April 17, 2008 (Commission File No. 333-150287), February 23, 2009 (Commission File No. 333-157463), August 13, 2010 (Commission File No. 333-168810), September 1, 2011 (Commission File No. 333-176608), July 6, 2012 (Commission File No. 333-182558), July 5, 2013 (Commission File No. 333-189820) and July 3, 2014 (Commission File No. 333-197225);
(b) The Companys Annual Report on Form 20-F for its fiscal year ended March 31, 2015, filed with the Commission on June 24, 2015 (Commission File No. 001-33910); and
(c) The description of the Companys Common Shares and ADSs contained in the Companys Registration Statement on Form 8-A (Commission File No. 001-33910), originally filed with the Commission on January 10, 2008 and as subsequently amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) subsequent to the date hereof, 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 which 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 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 6, which is incorporated herein by reference.
SIGNATURES
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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on July 31, 2015.
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ATA Inc. | |
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By: |
/s/Kevin Xiaofeng Ma |
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Kevin Xiaofeng Ma |
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Chairman and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Kevin Xiaofeng Ma as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/Kevin Xiaofeng Ma |
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Chairman of the Board and Chief Executive Officer |
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July 31, 2015 |
Kevin Xiaofeng Ma |
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(Principal Executive Officer) |
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/s/Shelly Jiang |
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Interim Chief Financial Officer |
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July 31, 2015 |
Shelly Jiang |
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(Principal Financial and Accounting Officer) |
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/s/Andrew Yan |
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Director |
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July 31, 2015 |
Andrew Yan |
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/s/Hope Ni |
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Director |
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July 31, 2015 |
Hope Ni |
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/s/Alec Tsui |
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Director |
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July 31, 2015 |
Alec Tsui |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration statement in Newark, Delaware on July 31, 2015.
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Puglisi & Associates | |
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By: |
/s/Donald J. Puglisi |
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Donald J. Puglisi |
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Managing Director |
EXHIBIT INDEX
Exhibit |
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Number |
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Description of Exhibit |
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4.1 |
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ATA Inc. 2008 Employee Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form F-1 filed with the Commission on January 8, 2008 (registration number 333-148512)). |
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5.1 |
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Opinion of Conyers Dill & Pearman (opinion re legality). |
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23.1 |
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Consent of KPMG. |
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23.2 |
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Consent of Conyers Dill & Pearman (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included in this Registration Statement under Signatures). |
EXHIBIT 5.1
31 July 2015
Matter No.: 821360
Doc Ref: 101948046
(852) 2842 9549
Angie.Chu@conyersdill.com
ATA Inc.
1/F East Gate, Building No. 2, Jian Wai Soho,
No. 39 Dong San Huan Zhong Road,
Chao Yang District, Beijing 100022
China
Dear Sirs
ATA Inc. (the Company)
We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed by the Company with the United States Securities and Exchange Commission (the Commission) on July 31, 2015 (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 336,307 shares, par value US$0.01 per share, of the Company (the Common Shares) to be issued pursuant to the ATA Inc. 2008 Employee Share Incentive Plan (the Plan, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:
(i) the Registration Statement; and
(ii) the Plan.
We have also reviewed and relied upon (1) the Memorandum and Articles of Association of the Company provided to us on July 2, 2015, (2) copies of the written resolutions of all the members of the Company and the directors of the Company both passed on January 7, 2008 (the Resolutions), (3) a certificate of good standing of the Company dated July 29, 2015 (the Certificate Date) and (4) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (c) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, and (e) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; (f) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission; (g) that on the date of issuance of any of the Common Shares, the Company will have sufficient authorised but unissued Common Shares, and (h) that on the date of issuance of any award under the Plan, the Company will be able to pay its liabilities as they become due.
We express no opinion with respect to the issuance of Common Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Common Shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company is duly incorporated and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Law (the Law), a company is deemed to be in good standing if all fees and penalties under the Law have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Law).
2. The Common Shares, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue or holding of such shares).
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully |
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/s/ Conyers Dill & Pearman |
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Conyers Dill & Pearman |
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EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
ATA Inc.:
We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated herein by reference.
/s/KPMG |
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Hong Kong, China |
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July 31, 2015 |
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