UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 3 to Form 8-A
Originally Filed on January 8, 2009
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE9 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 of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Building No. 3, 690 Bibo Road
Zhangjiang Hi-tech Park
Pudong New Area, Shanghai 201203
Peoples Republic of China
+86(21) 5172 9999
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Ordinary Share Purchase Rights
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Nasdaq Global Market
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates:
Not Applicable
(If
applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
AMENDMENT NO. 3 TO FORM 8-A
The9 Limited (the Company) hereby amends the following items, exhibits or other portions of its Registration Statement on Form 8-A
dated January 8, 2009, as amended on March 10, 2009 and June 9, 2017 (the Form 8-A).
Item 1.
Description of
Registrants Securities to be Registered.
Item 1 of the Form 8-A is hereby amended and supplemented by adding the following to
the end thereof:
On June 16, 2017, the Registrant entered into an Amendment No. 3 (the Amendment) to the Rights
Agreement dated as of January 8, 2009, as amended by Amendment No. 1 dated March 9, 2009 and Amendment No. 2 dated June 8, 2017, between the Registrant and The Bank of New York Mellon, as Rights Agent (the Rights
Agreement), pursuant to which the definition of Acquiring Person in Section 1(a) of the Rights Agreement was amended and restated in its entirety to read as follows:
Acquiring Person shall mean any Person who or which, together with all Affiliates and Associates of such Person, and together with
any other Person with whom such Person is Acting in Concert (or any Affiliate or Associate thereof), shall be the Beneficial Owner of securities of the Company constituting a Substantial Block, but shall not include (i) an Exempt Person,
(ii) The Bank of New York Mellon, in its capacity as depositary agent, pursuant to the Deposit Agreement, (iii) (A) the Bosma Existing Holder, unless and until such time as the Bosma Existing Holder shall become the Beneficial Owner
of 20% (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Ordinary Shares or pursuant to a split or subdivision of the outstanding Ordinary Shares) (the
Bosma Cap
) or more of the
voting securities of the Company then outstanding, (B) the Incsight Existing Holder, for so long as the Incsight Standstill Agreement remains in full force and effect, (C) Ark Pacific Holder, unless and until such time as the Ark Pacific
Holder shall become the Beneficial Owner of 37% (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Ordinary Shares or pursuant to a split or subdivision of the outstanding Ordinary Shares) (the
Ark Pacific Cap
) or more of the voting securities of the Company then outstanding, or (D) IE Holder, unless and until such time as the IE Holder shall become the Beneficial Owner of 16% (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Ordinary Shares or pursuant to a split or subdivision of the outstanding Ordinary Shares) (the
IE Cap
) or more of the voting securities of the Company then outstanding,
(iv) any Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a Substantial Block (or, (x) in the case of the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder, of
voting securities of the Company equal to or in excess of the Bosma Cap, the Ark Pacific Cap and the IE Cap, respectively) solely as a result of a change in the aggregate number of Ordinary Shares or other voting securities of the Company
outstanding since the last date on which such Person (including the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder) acquired Beneficial Ownership of any securities of the Company constituting such Substantial Block (or, in the case
of the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder, equal to or in excess of the Bosma Cap, the Ark Pacific Cap and the IE Cap, respectively);
provided
,
however
, that if a Person (including the Bosma Existing
Holder, the Ark Pacific Holder and the IE Holder) shall become the Beneficial Owner of a Substantial Block (or, in the case of the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder, of voting securities of the Company equal to or in
excess of the Bosma Cap, the Ark Pacific Cap and the IE Cap, respectively) solely as a result of a change in the aggregate number of Ordinary Shares and shall, after such change, become the Beneficial Owner of any additional Ordinary Shares of the
Company, then such Person (including the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder) shall be deemed to be an Acquiring Person, or (v) any Person (including the Bosma Existing Holder, the Ark Pacific Holder and the IE
Holder) who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a Substantial Block (or, in the case of the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder, of voting securities of
the Company equal to or in excess of the Bosma Cap, the Ark Pacific Cap and the IE Cap, respectively), in the good faith belief that such acquisition would not (x) cause such Person (including the Bosma Existing Holder, the Ark Pacific Holder
and the IE Holder) and its Affiliates and Associates to become the Beneficial Owner of a Substantial Block (or, in the case of the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder, of voting securities of the Company equal to or in
excess of the Bosma Cap, the Ark Pacific Cap and the IE Cap, respectively), and such Person (including the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder) relied in good faith in computing the percentage of its voting power on
publicly filed reports or documents of the Company which are inaccurate or out-of-date or (y) otherwise cause a Distribution Date or the adjustment provided for in Section 11 to occur. For purposes of this definition, the determination
whether any Person (including the Bosma Existing Holder, the Ark Pacific Holder and the IE Holder) acted in good faith shall be conclusively determined by the Board.
Capitalized terms used above shall have the same meanings ascribed to them in the Rights
Agreement, as amended. The above summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment read in conjunction with the Rights Agreement, copies of which are filed as exhibits
hereto and are incorporated herein by reference.
Item 2.
Exhibits
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Exhibit
No.
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Exhibit
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4.1
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Rights Agreement dated as of January 8, 2009 between The9 Limited and The Bank of New York Mellon, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K filed by The9 Limited
on January 8, 2009).
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4.2
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Amendment No. 1 to the Rights Agreement dated as of March 9, 2009 between The9 Limited and The Bank of New York Mellon, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K
filed by The9 Limited on March 10, 2009).
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4.3
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Amendment No. 2 to the Rights Agreement, as amended, between The9 Limited and The Bank of New York Mellon, as Rights Agent, dated as of June 8, 2017 (incorporated by reference to Exhibit 4.3 of Amendment No. 2 to Form 8-A filed by
The9 Limited on June 9, 2017).
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4.4*
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Amendment No. 3 to the Rights Agreement, as amended, between The9 Limited and The Bank of New York Mellon, as Rights Agent, dated as of June 16, 2017.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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THE9 LIMITED
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By:
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/s/ Jun Zhu
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Name:
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Jun Zhu
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Title:
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Chairman and Chief Executive Officer
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Dated: June 16, 2017
EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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4.1
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Rights Agreement dated as of January 8, 2009 between The9 Limited and The Bank of New York Mellon, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K filed by The9 Limited
on January 8, 2009).
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4.2
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Amendment No. 1 to the Rights Agreement dated as of March 9, 2009 between The9 Limited and The Bank of New York Mellon, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K
filed by The9 Limited on March 10, 2009).
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4.3
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Amendment No. 2 to the Rights Agreement, as amended, between The9 Limited and The Bank of New York Mellon, as Rights Agent, dated as of June 8, 2017 (incorporated by reference to Exhibit 4.3 of Amendment No. 2 to Form 8-A filed by
The9 Limited on June 9, 2017).
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4.4*
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Amendment No. 3 to the Rights Agreement, as amended, between The9 Limited and The Bank of New York Mellon, as Rights Agent, dated as of June 16, 2017.
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