Asia Time Corp - Registration of Additional Securities (up to 20%) (S-1MEF)
February 12 2008 - 10:27AM
Edgar (US Regulatory)
As
Filed with the Securities and Exchange Commission on February 12,
2008
Registration
No. 333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
ASIA
TIME CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
3873
(Primary
Standard Industrial
Classification
Number)
|
20-4062619
(I.R.S.
Employer
Identification
Number)
|
Room
1601-1604, 16/F., CRE Centre
889
Cheung Sha Wan Road
Kowloon,
Hong Kong
(852)-23100101
(Address,
including zip code, and telephone number,
including
area code, of Registrant’s principal executive offices)
Kwong
Kai Shun
Room
1601-1604, 16/F., CRE Centre
889
Cheung Sha Wan Road
Kowloon,
Hong Kong
(852)-23100101
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to
Thomas
J. Poletti, Esq.
Anh
Q. Tran, Esq.
Kirkpatrick
& Lockhart Preston Gates Ellis LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, California 90067
Telephone
(310) 552-5000
Facsimile
(310) 552-5001
Approximate
date of commencement of proposed sale to the public:
As
soon
as practicable after the effective date of this Registration
Statement.
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ࿇
If
this
form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
x
Registration No. 333-140692
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ࿇
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ࿇
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ࿇
CALCULATION
OF REGISTRATION
FEE
|
Title
of Each Class of Securities
to
be Registered
|
Amount
to be Registered
(1)
|
Proposed
Maximum Price per Share
|
Proposed
Maximum Aggregate Offering Price
(2)
|
Amount
of Registration Fee
(3)
|
Common
Stock, $0.0001 par value per share
|
158,700
|
$3.50
|
$555,450
|
$21.83
|
(1)
|
Includes
20,700 shares of common stock for which the underwriters have the
option
to purchase to cover over-allotments, if
any.
|
(2)
|
Based
on the proposed offering price for the shares of common stock offered
hereby.
|
(3)
|
Calculated
under Rule 457(o) of the Securities Act of
1933.
|
This
Registration Statement shall become effective upon filing with the Securities
and Exchange Commission in accordance with Rule 462(b) under the Securities
Act
of 1933, as amended.
EXPLANATION
AND INCORPORATION
OF
CERTAIN INFORMATION BY REFERENCE
This
Registration Statement on Form S-1 is being filed with the Securities and
Exchange Commission (the "Commission") by Asia Time Corporation, a Delaware
corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act
of
1933, as amended. This Registration Statement incorporates by reference the
contents of the Company's Registration Statement on Form S-1 (Registration
No.
333-140692), which was declared effective by the Commission on February 11,
2008.
PART
II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
All
exhibits filed with or incorporated by reference in Registration Statement
No.
333-140692 are incorporated by reference into, and shall be deemed part of,
this
registration statement, except the following which are filed
herewith:
Exhibit
|
|
Number
|
Document
|
|
|
5.1
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP
|
23.1
|
Consent
of Dominic K. F. Chan & Co., Certified Public
Accountants
|
23.2
|
Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in
Exhibit 5.1)
|
24.1*
|
Power
of Attorney
|
*
Incorporated by reference to Registration Statement on Form S-1 (file no.
333-140692).
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 11, 2008.
|
|
|
|
Asia Time Corporation
|
|
|
|
|
By:
|
/s/ Kwong Kai Shun
|
|
|
Kwong Kai Shun
|
|
|
Chief Executive
Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities
and
on the dates indicated:
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ Kwong Kai Shun
|
|
Chief
Executive Officer,
Chief
Financial Officer and
Chairman
of the Board
(Principal
Executive Officer and
Principal
Financial and Accounting Officer)
|
|
February
11, 2008
|
Kwong
Kai Shun
|
|
|
|
|
|
|
|
|
|
/s/ Michael Mak
|
|
Director
and Corporate Secretary
|
|
February
11, 2008
|
Michael
Mak
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
11, 2008
|
Siu
Po Lee
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Dr.
Ching Wah Leung
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Wu
Hok Lun
|
|
|
|
|
________
*
/s/
Kwong Kai Shun
Kwong
Kai Shun,
as
attorney in fact
INDEX
TO EXHIBITS
Exhibit
|
|
Number
|
Document
|
|
|
5.1
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP
|
23.1
|
Consent
of Dominic K. F. Chan & Co., Certified Public
Accountants
|
23.2
|
Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in
Exhibit 5.1)
|
24.1*
|
Power
of Attorney
|
*
Incorporated by reference to Registration Statement on Form S-1 (file no.
333-140692).
Asia Time Corp (AMEX:TYM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Asia Time Corp (AMEX:TYM)
Historical Stock Chart
From Jul 2023 to Jul 2024