Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 05 2013 - 3:36PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 5, 2013
Registration No. 333-174462
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
BCD Semiconductor Manufacturing Limited
(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
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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No. 1600, ZiXing Road
Shanghai ZiZhu Science-based Industrial Park
200241
Peoples Republic of China
Telephone: (+86-21) 2416-2266
(Address of principal executive offices,
including zip code)
BCD Semiconductor Manufacturing Limited Fifth Amended and Restated 2002 Share Plan and
BCD Semiconductor Manufacturing Limited 2010 Equity Incentive Plan
(Full titles of the plans)
National
Corporate Research, Ltd.
10 East 40th Street, 10th Floor
New York, New York 10016
(212) 947-7200
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Carmen Chang, Esq.
Eva H. Wang, Esq.
Covington & Burling LLP
333 Twin Dolphin Drive, Suite 700
Redwood Shores, CA 94065
(650) 632-4700
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (this Amendment) relates to the Registration Statement on Form S-8 (File
No. 333-174462) (the Registration Statement) of BCD Semiconductor Manufacturing Limited (the Registrant), which was filed with the Securities and Exchange Commission (the Commission) on May 25, 2011, to
register 29,636,764 ordinary shares, par value $0.001 per share, of the Registrant (the Shares) for offer or sale pursuant to the Registrants Fifth Amended and Restated 2002 Share Plan and 2010 Equity Incentive Plan.
On December 26, 2012, the Registrant, Diodes Incorporated (Diodes) and Diodes Cayman Islands Company Limited
(Merger Sub) entered into an agreement and plan of merger (the Merger Agreement), which was approved by the shareholders of the Registrant at a duly convened extraordinary general meeting on February 28, 2013. The
Registrant and Merger Sub subsequently filed a plan of merger with the Cayman Islands Companies Registrar on March 5, 2013, as a result of which Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving
company after the merger as a wholly owned subsidiary of Diodes. In connection with this merger, all outstanding options to purchase Shares as of March 5, 2013 have been cancelled as of March 5, 2013. In accordance with the undertaking
made by the Registrant in the Registration Statement 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 offering, the
Registrant hereby files this Amendment to remove from registration all Shares registered under the Registration Statement that remained unsold as of the date of this Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood Shores, California on
March 5, 2013.
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BCD SEMICONDUCTOR MANUFACTURING LIMITED
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By:
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/s/ Chieh Chang
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Name:
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Chieh Chang
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Title:
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Chief Executive Officer
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has
signed this Amendment in Redwood Shores, California on March 5, 2013.
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Chieh Chang
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By:
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/s/ Chieh Chang
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Name:
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Chieh Chang
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Title:
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Chief Executive Officer
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