Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 28 2014 - 1:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July
28
, 2014
Registration No. 333-171969
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
RDA MICROELECTRONICS, INC.
(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 No.)
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6/F, Building 4, 690 Bibo Road
Pudong District, Shanghai 201203, Peoples Republic of China
Phone: (86-21) 5027-1108
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2005 Share Option Scheme
2009 Share Incentive Plan
(Full Title of the Plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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REMOVAL OF SECURITIES FROM REGISTRATION
On July 18, 2014, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 11, 2013
and
amended on December 20, 2013, by and between the Registrant and Tsinghua Unigroup Ltd., a limited liability company established under the laws of the Peoples Republic of China (Parent), RDA Acquisition Limited, an exempted company incorporated under the laws of the Cayman Islands and an affiliate of Parent, merged with and into the Registrant (the Merger) with the Registrant continuing after the Merger as the surviving corporation. As a result of the Merger and as of the effective time of the Merger, the Registrant has terminated all offerings of securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including this Registration Statement on Form S-8 (the Registration Statement). Pursuant to the undertakings contained in Part II of the Registration Statement, the Registrant is removing from registration, by means of a post-effective amendment to the Registration Statement, any securities registered under the Registration Statement which remained unsold at the termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Peoples Republic of China on July 28
, 2014
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RDA Microelectronics, Inc.
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By:
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/s/ Lily Dong
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Name:
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Lily Dong
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Title:
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on July 28
, 2014
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Signature
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Capacity
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/s/ Shuran Wei
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Chief Executive Officer and Director
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Shuran Wei
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(principal executive officer)
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/s/ Lily Dong
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Chief Financial Officer and Director
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Lily Dong
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(principal financial and accounting officer)
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/s/ Shun Lam Steven Tang
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Chairman and Secretary of the Board of Directors
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Shun Lam Steven Tang
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/s/ Julian Cheng
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Director
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Julian Cheng
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/s/ Gordon Yi Ding
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Director
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Gordon Yi Ding
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/s/ Peter Wan
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Director
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Peter Wan
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/s/ Fusen Chen
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Director
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Fusen Chen
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of RDA Microelectronics, Inc. has signed this registration statement or amendment thereto in New York on July 28
, 2014
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By:
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/s/ Diana Arias
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Name:
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Diana Arias
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Title:
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Senior Manager, Law Debenture Corporate
Services Inc.
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