Post-effective Amendment to an S-8 Filing (s-8 Pos)
2016年4月9日 - 5:42AM
Edgar (US Regulatory)
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
Bona
Film Group Limited
(Exact name of registrant as specified
in its charter)
Cayman Islands
|
Not Applicable
|
(state or other jurisdiction of
ncorporation or Organization)
|
(I.R.S.
Employer
Identification No.)
|
18/F, Tower A, U-town Office Building
No.1 San Feng Bei Li
Chaoyang District, Beijing 100020,
People’s Republic of China
Tel: +86-10-5631-0700
(Address of principal executive office)
2009 Stock Incentive
Plan
2010 Stock Incentive
Plan
(Full Title
of the Plan)
Law Debenture
Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
+1 (212) 750-6474
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Daniel Fertig, Esq.
Simpson Thacher & Bartlett
c/o 35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
Tel: +852-2514-7600
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
|
¨
|
DEREGISTRATION
OF SECURITIES
Bona Film Group Limited (“Bona” 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 3, 2011, File No. 333-174698 (the “Registration Statement”),
with respect to ordinary shares of the Registrant, par value US$0.0005 per share (the “Ordinary Shares”), thereby registered
for offer or sale pursuant to Bona’s 2009 Stock Incentive Plan and 2010 Stock Incentive Plan (collectively, the “Plans”).
A total of 5,619,813 ordinary shares were initially registered for issuance under the Registration Statement.
On December 15, 2015,
the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mountain Tiger International
Limited (“Parent”) and Mountain Tiger Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. On March
4, 2016, at an extraordinary general meeting, the shareholders of the Registrant voted to adopt the Merger Agreement and the transactions
contemplated thereby. On April 8, 2016 (the “Effective Time”), pursuant to the Merger Agreement, Merger Sub was merged
with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly-owned
subsidiary of Parent. Upon completion of the Merger, the Registrant became a privately-held company.
As a result of the Merger, the Registrant has terminated all
offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of
this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold as
of the Effective Time.
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 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on
April 8, 2016.
|
Bona Film Group Limited
|
|
|
|
|
|
By:
|
/s/ Nicolas Zhi Qi
|
|
|
Name:
|
Nicolas Zhi Qi
|
|
|
Title:
|
Chief Financial Officer
|
|
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on April 8, 2016.
Signature
|
|
Capacity
|
|
|
|
/s/ Dong Yu
|
|
Sole Director and Chief Executive Officers
(principal executive officer)
|
Dong Yu
|
|
|
|
|
|
/s/ Nicolas Zhi Qi
|
|
Chief Financial Officers
(principal financial and accounting officer)
|
Nicolas Zhi Qi
|
|
|
SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of the Registrant, has signed this Post-Effective Amendment to the this Registration Statement in New York on April 8, 2016.
|
Law Debenture Corporate Services Inc.
|
|
|
|
By:
|
/s/ Giselle Manon
|
|
Name:
|
Giselle Manon
|
|
Title:
|
Service of Process Officer
|
Bona Film Grp. Limited ADS (MM) (NASDAQ:BONA)
過去 株価チャート
から 5 2024 まで 6 2024
Bona Film Grp. Limited ADS (MM) (NASDAQ:BONA)
過去 株価チャート
から 6 2023 まで 6 2024