- Post-Effective Amendment to an S-8 filing (S-8 POS)
20 September 2011 - 3:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
September 19, 2011
Registration No. 333-127227
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
China Security & Surveillance Technology,
Inc.
(Exact name of registrant as specified in its
Charter)
Delaware
|
98-0509431
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
|
|
13/F, Shenzhen Special Zone Press Tower,
Shennan Road
|
518034
|
Futian District, Shenzhen, China
|
(Zip Code)
|
(Address of Principal Executive Offices)
|
|
Consulting Agreements
(Full title of the plan)
|
Guoshen Tu
|
With a Copy to:
|
Chairman and CEO
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Louis A. Bevilacqua, Esq.
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13/F, Shenzhen Special Zone Press Tower Shennan
Road
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Pillsbury Winthrop Shaw Pittman LLP
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Futian District, Shenzhen, China 518034
|
2300 N Street, N.W.
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(Name and address of agent for service)
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Washington, DC 20037
|
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 [ ]
|
|
Accelerated filer [ X ]
|
Non-accelerated filer
[ ]
|
(Do not check if a smaller reporting
company)
|
Smaller reporting company
[ ]
|
|
|
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is an amendment to the
Registration Statement on Form S-8 (Reg. No. 333-127227) (the Registration
Statement) of China Security & Surveillance Technology, Inc. (the
Company). Effective as of September 16, 2011 (the Effective Time), pursuant
to the Amended and Restated Agreement and Plan of Merger, dated as of May 3,
2011, by and among Rightmark Holdings Limited, a British Virgin Islands company
(Parent), Rightmark Merger Sub Limited, a Delaware corporation and a wholly
owned, direct subsidiary of Parent (Merger Sub), the Company and Mr. Guoshen
Tu (solely for the purpose of Section 6.15 of therein), Merger Sub merged with
and into the Company with the Company being the surviving corporation and a
wholly owned subsidiary of Parent (the Merger) and each issued and outstanding
shares of common stock of the Company, other than certain excluded shares, was
converted into the right to receive $6.50 per share in cash, without interest.
As a result of the Merger, the offerings under the Registration Statement have
been terminated. In accordance with the undertakings made by the Company to
remove from registration, by means of a post-effective amendment, any of the
securities registered under the Registration Statement which remain unsold at
the termination of the offerings, the Company hereby removes from registration
all securities registered under the Registration Statement which 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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Shenzhen, Peoples Republic of China, on this 19th day of September, 2011.
CHINA SECURITY & SURVEILLANCE
TECHNOLOGY, INC.
By:
/s/ Guoshen Tu
Name: Guoshen Tu
Title: Chairman and Chief Executive Officer
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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