Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 April 2014 - 1:59AM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on March 31, 2014
Registration No.
333-182321
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
Pactera Technology International Ltd.
(Exact name of registrant
as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Building C-4, No. 66 Xixiaokou Road
Haidian District, Beijing 100192
The People's Republic of China
+86 (10) 5987-5000
(Address of Principal Executive Offices)
(Zip Code)
HiSoft Technology International Limited
2011 Equity Incentive Plan, as amended
(Full
title of the plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017, United States
(Name
and address of agent for service)
(212) 750 6474
(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 12b2
of the Exchange Act.
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Large
accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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DEREGISTRATION OF SECURITIES
Pactera Technology International Ltd. (“Pactera”
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 June 25, 2012, File No. 333-182321 (the
“Registration Statement”), with respect to common shares of the Registrant, par value $0.0001 (or 0.00139482 if retroactively
adjusted to reflect the 13.9482-to-1 common share consolidation effected on November 9, 2012) per share (the “Common Shares”),
thereby registered for offer or sale pursuant to the HiSoft Technology International Limited 2011 Equity Incentive Plan, as amended,
which has been renamed as Pactera Technology International Ltd Share Incentive Plan (the “Plan”) of the Registrant.
A total of 46,896,700 (or approximately 3,362,204 if retroactively adjusted to reflect the 13.9482-to-1 common share consolidation
effected on November 9, 2012 Common Shares) were initially registered for issuance under the Registration Statement.
BCP (Singapore) VI Cayman Merger Co. Ltd. (“Merger
Sub”), the Registrant and certain other parties thereto entered into an Agreement and Plan of Merger (the “Merger
Agreement”) on October 17, 2013. On March 6, 2014, at an extraordinary general meeting, the shareholders of the
Registrant voted to authorize and approve the Merger Agreement and the transactions contemplated by the Merger Agreement,
including the Merger (as defined below). On March 26, 2014, Pactera and Merger Sub filed a plan of merger with the Cayman Islands
Companies Registrar which became effective as of March 27, 2014 (the “Effective Time”), pursuant to which Merger
Sub was merged with and into Pactera, with Pactera continuing as the surviving corporation (the “Merger”).
As a result of the Merger, the Registrant has terminated all
offerings of the Common Shares pursuant to the Registration Statement. The Registrant hereby removes from registration, by means
of this Post-Effective Amendment, all of the Common Shares registered under the Registration Statement that remained unsold 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 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, People’s Republic of China, on March
31 , 2014.
Pactera Technology International Ltd.
By:
/s/
Tiak Koon Loh
Name:
Tiak
Koon Loh
Title:
Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post Effective Amendment to the Registration Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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/s/
Tiak Koon Loh
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Chief Executive Officer, Pactera Technology International Ltd.
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March 31 , 2014
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Name: Tiak Koon Loh
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(principal executive officer)
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/s/ Helena Chen
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Interim Chief Financial Officer, Pactera Technology International Ltd.
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March 31 , 2014
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Name: Helena Chen
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(principal financial and accounting officer)
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/s/ Eddy Huang
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Director
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March 31 , 2014
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Name: Eddy Huang
/s/ Timothy Lee Janke
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Director
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March 31 , 2014
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Name: Timothy Lee Janke
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Director
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March 31 , 2014
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Name: Susannah Gael Lindenfield
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/s/ Amy Segler
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Authorized U.S. Representative
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March 31 , 2014
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Name: Amy Segler
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Title: Service of Process Officer
Law Debenture Corporate Services Inc.
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