Securities Registration: Employee Benefit Plan (s-8)
December 13 2018 - 5:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 13
,
2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TARENA
INTERNATIONAL, 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 Number)
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Suite 10017, Building E
Zhongkun Plaza, A18 Bei San Huan West
Road
Haidian District, Beijing 100098
People’s Republic of China
Tel: +86 10 6213-5687
1/F, Block A, Training Building,
65 Kejiyuan Road, Baiyang Jie Dao,
Economic Development District,
Hangzhou 310000, People’s Republic
of China
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
_______________
2014 Share Incentive Plan
(Full title of the plan)
_______________
Cogency
Global Inc.
10 E. 40
th
Street, 10
th
Floor
New York, New York, 10016
+1 212 947 7200
(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, 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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Accelerated
filer
x
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Non-accelerated
filer
¨
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Emerging
growth company
x
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Smaller
reporting company
¨
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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.
x
Copies to:
Yuduo Yang, Chief Financial Officer
Tarena International, Inc.
Suite 10017, Building E, Zhongkun Plaza,
A18 Bei San Huan West Road, Haidian District
Beijing 100098, People’s Republic
of China
+86 10-6213 5687
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Calculation
of Registration Fee
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 $0.0001 per share
(1)
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4,000,000
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(3)
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US$6.82
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(3)
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US$27,260,000.00
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US$3,303.91
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Total
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4,000,000
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—
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US$27,260,000.00
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US$3,303.91
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(1)
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These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents one
(1) Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby
have been registered under a separate registration statement on Form F-6 (333-194662).
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(2)
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Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 2014 Share
Incentive Plan (the “2014 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued
to prevent dilution from share splits, share dividends or similar transactions as provided in the Plans. Any Class A ordinary shares
covered by an award granted under the Plans (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 Plans.
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(3)
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These shares are reserved for future award grants under the Plans. The number of Class A ordinary shares available for issuance
under the Plans has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering
price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h)
under the Securities Act, is based on $6.82 per ADS, the average of the high and low prices for the Registrant’s ADSs as
quoted on the Nasdaq Global Market on December 12, 2018.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note
to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants
covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed
by Tarena International, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference herein:
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(a)
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The Registrant’s annual report on Form 20-F for
the fiscal year ended December 31, 2017, filed with the Commission on April 30, 2018; and
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(b)
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The description of the Registrant’s Class A ordinary
shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-36363) filed with
the Commission on March 19, 2014, including any amendment and report subsequently filed for the purpose of updating that description.
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All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of
such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement
will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other
later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration
statement.
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Item 4.
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Description of Securities
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel
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Not
applicable.
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Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s fifth amended and restated articles of association,
adopted by its shareholders on March 3, 2014, provide that the Registrant may indemnify its directors and officers against all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons in their capacity
as such, except through their own dishonesty, wilful default or fraud.
Pursuant to the indemnification agreements,
the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No.
333-194191), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred
by such persons in connection with claims made by reason of their being such a director or officer.
Pursuant to the 2014 Share Incentive Plan,
which was respectively filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-194191),
the Registrant has agreed to indemnify its plan administrative committee members and other directors against certain liabilities
and expenses incurred by such persons in connection with claims made by reason of any action or failure to act pursuant to the
2014 Share Incentive Plan.
The Underwriting Agreement, the form of
which was filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-194191),
also provides for indemnification of the Registrant for certain liabilities, including liabilities arising under the Securities
Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to the Registrant
in writing expressly for use in such registration statement and certain other disclosure documents.
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.
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Item 7.
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Exemption From Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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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;
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(2)
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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.
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(3)
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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.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s 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.
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(c)
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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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EXHIBIT INDEX
Exhibit
Number
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Description
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4.1
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Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-194191), as amended, initially filed with the SEC on February 27, 2014)
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4.2
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Registrant’s Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-194191), as amended, initially filed with the SEC on February 27, 2014)
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4.3
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Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-197226) filed with the SEC on July 3, 2014)
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5.1*
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Opinion of Conyers Dill & Pearman (Cayman) Limited, regarding the legality of the Class A ordinary shares being registered
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10.1
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2014 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-194191))
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23.1*
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Consent of KPMG Huazhen LLP
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23.2*
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Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page hereto)
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___________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, China, on December 13, 2018.
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Tarena International, Inc.
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By:
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/s/
Shaoyun Han
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Name:
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Shaoyun Han
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Title:
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Chief Executive Officer
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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. Shaoyun Han and Mr. Yuduo
Yang, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and in such person’s
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/ Shaoyun Han
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December 13, 2018
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Shaoyun Han
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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/s/ Jianguang Li
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December 13, 2018
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Jianguang Li
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Director
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/s/ Yongji Sun
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December 13, 2018
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Yongji Sun
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Director
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/s/ Xiaosong Zhang
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December 13, 2018
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Xiaosong Zhang
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Director
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/s/ Ya-qin Zhang
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December 13, 2018
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Ya-qin Zhang
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Director
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/s/ Yuduo Yang
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December 13, 2018
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Yuduo Yang
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Chief Financial Officer (Principal Financial and Accounting Officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative in the United States of Tarena International, Inc., has signed
this registration statement in New York, United States of America on December 13, 2018.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Chiang Sheung
Lin
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Name:
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Chiang Sheung Lin
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Title:
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Assistant Secretary
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