As Filed with the Securities and Exchange
Commission on February 11, 2016
Registration No. 333-195459
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
_____________________
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact name of registrant as specified
in its charter)
_____________________
Virginia
(State or other
jurisdiction of
incorporation or organization) |
1044 Northern Blvd.
Roslyn, New York, 11576-1514
(Address, including
zip code, of Principal Executive Offices) |
11-3588546
(I.R.S. Employer
Identification Number) |
_____________________
Sino-Global Shipping America, Ltd.
2014 Stock Incentive Plan
(Full title of the plan)
_____________________
Lei Cao
Chief Executive Officer
Sino-Global Shipping America, Ltd.
1044 Northern Blvd.
Roslyn, New York, 11576-1514
(Name and address
of agent for service)
(718) 888-1814
(Telephone number,
including area code, of agent for service)
___________________________
With Copies to:
Elizabeth Fei Chen
Pryor Cashman LLP
7 Times Square, New York, NY 10036
212-326-0199– telephone
212-798-6366– facsimile
___________________________
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 definition of “large accelerated
filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company x
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | |
Amount to Be Registered (1) | | |
Proposed Maximum Offering Price Per Unit (2) | | |
Proposed Maximum Aggregate Offering Price (2) | | |
Amount of Registration Fee (2) | |
Common Stock, no par value per share | |
| 10,000,000 shares | | |
$ | 2.5955 | | |
$ | 25,955,000 | | |
$ | 3,344 | (3) |
(1) |
This registration statement is being filed for purposes of registering 10,000,000 shares of common stock
of Sino-Global Shipping America, Ltd., issuable pursuant to our 2014 Stock Incentive Plan, as the same may be further amended or
restated (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also covers an indeterminate number of shares that may be offered or issued as a result
of stock splits, stock dividends, or similar transactions. |
|
|
(2) |
Estimated pursuant to Rule 457(h) and Rule 457(c) of the General
Rules and Regulations under the Securities Act for the purpose of computing the registration fee, based on the average of the high
and low sales prices on The NASDAQ Capital Market on April 22, 2014, which was $2.5955.
|
(3) |
The registration fee was previously paid. |
This registration statement and it post-effective amendments shall become effective upon filing in accordance
with Rule 462(a) and (b) under the Securities Act.
Explanatory Note
On April 23, 2014, Sino-Global Shipping America, Ltd. (the “Registrant”, the “Corporation”
or “we”) filed with the U.S. Securities and Exchange Commission a Registration Statement on Form S-8 (the “2014
Form S-8”). The Registrant hereby amends the 2014 Form S-8 to, among other things, provide the following statement regarding
the forward incorporation of documents by reference as required by the Form S-8 Instruction under Part II, Item 3, Incorporation
of Documents by Reference:
“All reports and other documents
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to 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
herein and to be a part hereof from the date of the filing of such reports and documents.”
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing
the information specified in Part I of this registration statement (this “Registration Statement”) will be sent or
given to all persons who participate in the Sino-Global Shipping America, Ltd. 2014 Stock Incentive Plan, as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents are not required to be
filed with the Securities and Exchange Commission (the “Commission” or “SEC”) as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents
filed by us with the SEC are incorporated by reference into this Registration Statement. You should carefully read and consider
all of these documents before making an investment decision.
(1) Annual Report on Form 10-K
for the fiscal year ended June 30, 2015, filed on September 18, 2015;
(2) Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2015, filed on November 12, 2015;
(3) Current Reports on Form 8-K
filed on September 24, October 13, October 16, November 12, and December 8, 2015; and
(4) The description of the shares of common stock, without par value per share, contained in the Registrant’s
registration statement on Form S-1 (File Number 333-199160) filed by the Registrant on October 3, 2014 and declared effective by
the Commission on May 12, 2015, and any amendment or report filed with the Commission for purposes of updating such description.
All reports and other
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to 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 herein and to be a part hereof from the date of the filing of such reports and documents.
Nothing in this Registration
Statement shall be deemed to incorporate information deemed furnished but not filed with the SEC. Any statement contained in a
document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained
in this Registration Statement modifies or is contrary to that previous statement. Any statement so modified or superseded will
not be deemed a part of this Registration Statement except as so modified or superseded.
We will provide to
each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents
that have been incorporated by reference into this Registration Statement but not delivered with this Registration Statement. We
will provide these reports upon written or oral request at no cost to the requester. Please direct your request, either in writing
or by telephone, to Chief Financial Officer, Sino-Global Shipping America, Ltd., 1044 Northern Blvd. Roslyn, New York, 11576-1514,
telephone number (718) 888-1814. Our SEC filings are also available to the public on our website, http://www.sino-global.net. The
information on our website is not a part of this Registration Statement and the reference to our website address does not constitute
incorporation by reference of any information on our website into 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
In accordance with Virginia law, Article VI, Section 3 of our Articles of Incorporation provides as follows:
The Corporation shall indemnify (a) any person who was, is or may become a party to any proceeding, including a proceeding brought
by a shareholder in the right of the Corporation or brought by or on behalf of the shareholders of the Corporation, by reason of
the fact that he is or was a director or officer of the Corporation, or (b) any director or officer who is or was serving at the
request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged
in willful misconduct or a knowing violation of criminal law. A person is considered to be serving an employee benefit plan at
the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve securities by, him
to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote
of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer in respect of any proceedings
arising from any act or omission, whether occurring before or after the execution of such contract.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. |
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Exhibit Description |
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4.1 |
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First Amended and Restated Articles of Incorporation of Sino-Global Shipping America, Ltd.(1) |
4.2 |
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Bylaws of Sino-Global Shipping America, Ltd. (2) |
5.1 |
|
Opinion of Kaufman & Canoles, P.C. (3) |
23.1 |
|
Consent of Friedman LLP (4) |
23.2 |
|
Consent of Kaufman & Canoles, P.C. (contained in its opinion filed as Exhibit 5.1 hereto) (3) |
24.1 |
|
Power of Attorney (included on the signature pages of the Registration Statement previously filed) |
99.1 |
|
2014 Stock Incentive Plan (3) |
_________________________________________________
|
(1) |
Incorporated by reference to the Company’s Form 8-K filed on January 27, 2014, File No. 001-34024. |
|
(2) |
Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611. |
|
(3) |
Previously filed. |
|
(4) |
Filed herewith. |
Item 9. Undertakings
(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 the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by these paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the 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 the 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 Securities and Exchange
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.
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 No. 1 to Registration Statement on Form S-8 (File No.
333-195459) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York on February 11, 2016.
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SINO-GLOBAL SHIPPING AMERICA, LTD. |
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By: |
/s/ Lei Cao |
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Lei Cao |
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Chief Executive Officer
(Principal Executive Officer) |
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POWER OF ATTORNEY
We, the undersigned directors and officers of Sino-Global Shipping America, Ltd. do hereby constitute
and appoint Lei Cao, as our true and lawful attorney-in-fact and agent, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated
below, which said attorney-in-fact and agent may deem necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with
this registration statement, including specifically but without limitation, power and authority to sign for us or any of us in
our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this registration
statement; and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed 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/ |
Lei Cao |
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Chief Executive Officer (Principal Executive Officer) |
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February 11, 2016 |
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Lei Cao |
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Director |
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/s/ |
Tuo Pan |
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Acting Chief Financial Officer (Principal Financial Officer and |
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February 10, 2016 |
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Tuo Pan |
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Principal Accounting Officer) |
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/s/ |
Zhikang Huang |
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Director |
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February 11, 2016 |
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Zhikang Huang |
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/s/ |
Jing Wang |
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Director |
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February 11, 2016 |
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Jing Wang |
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/s/ |
Ming Zhu |
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Director |
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February 11, 2016 |
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Ming Zhu |
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/s/ |
Tieliang Liu |
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Director |
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February 10, 2016 |
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Tieliang Liu |
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INDEX TO EXHIBITS
Exhibit No. |
|
Exhibit Description |
|
|
|
4.1 |
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First Amended and Restated Articles of Incorporation of Sino-Global Shipping America, Ltd.(1) |
4.2 |
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Bylaws of Sino-Global Shipping America, Ltd. (2) |
5.1 |
|
Opinion of Kaufman & Canoles, P.C. (3) |
23.1 |
|
Consent of Friedman LLP (4) |
23.2 |
|
Consent of Kaufman & Canoles, P.C. (contained in its opinion filed as Exhibit 5.1 hereto) (3) |
24.1 |
|
Power of Attorney (included on the signature pages of the Registration Statement previously filed) |
99.1 |
|
2014 Stock Incentive Plan (3) |
_________________________________________________
|
(1) |
Incorporated by reference to the Company’s Form 8-K filed on January 27, 2014, File No. 001-34024. |
|
(2) |
Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611. |
|
(3) |
Previously filed. |
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(4) |
Filed herewith. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference
in the Registration Statement on Form S-8 (No. 333-195459) pertaining to the 2014 Stock Incentive Plan of Sino-Global Shipping
America, Ltd., of our report dated September 18, 2015 with respect to the consolidated financial statements of Sino-Global Shipping
America, Ltd. and Affiliates included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the
Securities and Exchange Commission on September 18, 2015.
/s/ Friedman LLP
New York, New York
February 11, 2016
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