As filed with the Securities and Exchange Commission on May 31, 2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LexinFintech Holdings Ltd.
(Exact name of registrant as specified in its charter)
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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27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
The Peoples Republic of China
+86 755 3637 8888
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Share Incentive Plan
2017 Share Incentive Plan
(Full title of the plan)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, NY 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig Yan Zeng
Chief Financial Officer
LexinFintech Holdings Ltd.
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
The Peoples Republic of China
+86 755 3637 8888
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Z. Julie Gao, Esq.
Will H. Cai, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15 Queens Road Central
Hong Kong
+852 3740-4700
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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o
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Emerging growth company
x
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
(1)
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Amount to be
Registered
(2)
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Proposed Maximum
Offering Price Per Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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Class A Ordinary Shares, par value US$0.0001 per share
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33,984,750
(3)
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$0.0001
(3)
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$3,398.48
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$0.42
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Class A Ordinary Shares, par value US$0.0001 per share
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8,558,775
(4)
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$5.41
(4)
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$46,270,469.05
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$5,760.67
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Class A Ordinary Shares, par value US$0.0001 per share
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1,011,100
(5)
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$7.45
(5)
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$7,530,167.25
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$937.51
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Class A Ordinary Shares, par value US$0.0001 per share
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13,289,762
(6)
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$7.45
(6)
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$98,975,502.50
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$12,322.45
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Total
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56,844,387
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$152,779,537.27
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$19,021.05
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(1)
These shares may be represented by the Registrants ADSs, each of which represents two Class A Ordinary Shares. The Registrants ADSs issuable upon deposit of the Class A Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No.: 333-222020 ).
(2)
Represents Class A Ordinary Shares issuable upon exercise of options and pursuant to other awards granted under the Share Incentive Plan of the Registrant (the 2014 Plan) or the 2017 Share Incentive Plan of the Registrant (the 2017 Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement is deemed to cover an indeterminate number of Class A Ordinary Shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2017 Plan. Any Class A Ordinary Shares covered by an award granted under the 2014 Plan or 2017 Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2014 Plan or the 2017 Plan.
(3)
Represents Class A Ordinary Shares
issuable upon the exercise of outstanding options granted under the 2014 Plan as of the date of this registration statement, and
the corresponding proposed maximum offering price per share represents
the weighted average exercise price of these outstanding options.
(4)
Represents Class A Ordinary Shares
issuable upon the exercise of outstanding options granted under the 2017 Plan as of the date of this registration statement, and
the corresponding proposed maximum offering price per share represents
the weighted average exercise price of these outstanding options.
(5)
Represents restricted share units granted under the 2017 Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Market on May 25, 2018.
(6)
Represents Class A Ordinary Shares reserved for future award grants under the 2017 Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Market on May 25, 2018.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits
See the Index to Exhibits attached hereto.
Item 9.
Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Mr. Jay Wenjie Xiao and Mr. Craig Yan Zeng, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and in such persons 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, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
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.
Signature
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Title
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Date
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/s/ Jay Wenjie Xiao
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Chief Executive Officer and Director (Principal Executive Officer)
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May 31, 2018
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Jay Wenjie Xiao
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/s/ Craig Yan Zeng
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Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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May 31, 2018
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Craig Yan Zeng
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/s/ Jared Yi Wu
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Director
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May 31, 2018
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Jared Yi Wu
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/s/ Keyi Chen
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Director
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May 31, 2018
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Keyi Chen
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/s/ Yibo Shao
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Director
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May 31, 2018
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Yibo Shao
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/s/ Xiaoguang Wu
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Director
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May 31, 2018
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Xiaoguang Wu
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/s/ Wei Wu
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Independent Director
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May 31, 2018
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Wei Wu
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/s/ Neng Wang
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Independent Director
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May 31, 2018
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Neng Wang
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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 LexinFintech Holdings Ltd. has signed this registration statement or amendment thereto in New York on May 31, 2018.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Title: Authorized U.S. Representative
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