Post-effective Amendment to an S-8 Filing (s-8 Pos)
15 February 2014 - 8:30AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on February 14, 2014
Registration
No. 333-141882
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
AMERICAN
ORIENTAL BIOENGINEERING, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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84-0605867
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(State or other jurisdiction of incorporation or organization)
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I.R.S. Employer Identification No.
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1 Liangshuihe First Ave, Beijing E-Town
Economic and Technology Development Area, E-Town
Beijing, 100176, People’s Republic of China
(Address
of Principal Executive Offices) (Zip Code)
American
Oriental Bioengineering, Inc.
2006 Equity Incentive Plan
(Full
title of the plan)
L and R Service Company of Nevada,
LLC
3993 Howard Hughes Pkwy Ste. 600
Las Vegas, NV 89169
702.949.8200
(Name
and address of agent for service)
+
86-10-5982-2039
(Telephone
number, including area code, of agent for service)
Copies
of all communications, including all communications sent to agent for service, to:
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Tel. No. 212-407-4159 Fax No. 212-407-4990
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.
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Large Accelerated Filer [_]
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Accelerated Filer [_]
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Non-Accelerated Filer [_]
(Do not check if a smaller reporting company)
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Smaller Reporting Company [X]
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
American Oriental Bioengineering, Inc. (the
“Company”) is filing this Post-Effective Amendment No. 1 to its registration statement on Form S-8 (File No. 333-141882),
filed on April 4, 2007 (the “Registration Statement”), pertaining to the Company’s registration of 5,000,000
shares of common stock, which are issued or issuable under the Company’s 2006 Equity Incentive Plan.
On February 14, 2014, the Company filed
Amendment No. 3 to Schedule 13E-3 as part of a “going private” transaction structured to permit the Company to discontinue
its reporting obligations under the Securities Exchange Act of 1934. In furtherance of that objective, and pursuant to the undertaking
made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the
securities being registered that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment
No. 1 to the Registration Statement to deregister all of the securities that remain unsold under the Registration Statement.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beijing, in The People’s Republic of China, on the 14th day of February 2014.
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AMERICAN ORIENTAL BIOENGINEERING
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By:
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/s/
Tony Liu
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Tony Liu
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Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Tony Liu, individually, his true and lawful attorney-in-fact, with
full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and
all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Tony Liu
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Chairman and CEO (Principal Executive
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February 14, 2014
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Tony Liu
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Officer) and Director
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/s/ Yanchun Li
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Chief Financial Officer (Principal Financial Officer) and Director
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February 14, 2014
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Yanchun Li
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/s/ Jun Min
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Director
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February 14, 2014
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Jun Min
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/s/ Gao Yan
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Chief Accounting Officer
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February 14, 2014
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Gao Yan
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/s/ Cosimo Patti
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Director
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February 14, 2014
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Cosimo Patti
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/s/ Xianmin Wang
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Director
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February 14, 2014
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Xianmin Wang
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/s/ Baiqing Zhang
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Director
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February 14, 2014
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Baiqing Zhang
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