Post-effective Amendment to an S-8 Filing (s-8 Pos)
05 August 2014 - 9:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 5, 2014
Registration No. 333-174954
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Noah Education Holdings 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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Unit F, 33rd Floor, NEO Tower A
Che Gong Miao
Futian District, Shenzhen
Guangdong 518048, People’s Republic
of China
+86-755-8288-9100
(Address of Principal Executive Offices)
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2011 Share Incentive
Plan
(Full title of the plan)
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Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(Name and address of agent for service)
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(212) 750-6474
(Telephone number,
including area code, of agent for service)
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Copies to:
Eugene Y. Lee
Latham & Watkins
18/F, One Exchange Square
8 Connaught Place, Central
Hong Kong S.A.R., China
+852
2912-2500
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.
Large accelerated
filer
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Accelerated
filer
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 (this “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-174954) (the
“Registration Statement”), which was filed with the Securities and Exchange Commission by Noah Education Holdings Ltd.,
a company established under the laws of the Cayman Islands (the “Company”), and became effective on June 17, 2011.
Under the Registration Statement, a total of 1,876,861 ordinary shares, par value $0.00005 per share (the “Ordinary Shares”),
were registered for issuance of shares granted or to be granted pursuant to the Noah Education Holdings Ltd. 2011 Share Incentive
Plan (the “2011 Plan”). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued
shares previously registered under the Registration Statement and issuable under the 2011 Plan.
On July 30, 2014, pursuant to
the agreement and plan of merger dated April 2, 2014, as amended by Amendment No. 1 to the Agreement and Plan of Merger dated as
of June 9, 2014 (as amended, the “Merger Agreement”) among the Company, Rainbow Education Holding Limited and Rainbow
Education Merger Sub Holding Limited (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company
being the surviving corporation resulting from the merger (the “Merger”). Upon completion of the Merger, the Company
became a privately-held company.
As a result of the Merger, the
Company has terminated all the offerings of its securities pursuant to the Registration Statement. The Company hereby removes from
registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement
which remain unsold as of the date hereof.
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 Shenzhen, China, on August 5, 2014.
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Noah Education Holdings Ltd.
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By:
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/s/ Dong Xu
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Name: Dong Xu
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Title: Chairman and Acting Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities
indicated as of August 5, 2014.
Signature
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Title
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/s/ Dong Xu
Dong Xu
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Chairman and Acting
Chief Executive Officer
(principal executive officer)
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/s/ Dora Li
Dora Li
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Chief Financial Officer
(principal financial and accounting officer)
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/s/ Xiaotong Wang
Xiaotong Wang
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Director
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/s/ Qicai Du
Qicai Du
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Director
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/s/ Benguo Tang
Benguo Tang
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Director
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/s/ Giselle Manon
Name: Giselle Manon
Title: Service of Process Officer
Law Debenture Corporate Services Inc.
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Authorized Representative
in the United States
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