As Filed with the Securities and Exchange Commission on July 14, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alibaba Group Holding Limited
(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
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
+852-2215-5100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2014 Post-IPO Equity Incentive Plan
(Full title of the Plan)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
(800) 927-9801
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Timothy A. Steinert, Esq.
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
+852-2215-5100
Daniel Fertig, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road Central
Hong Kong
+852-2514-7600
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Kevin P. Kennedy, Esq.
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
U.S.A.
650-251-5000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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.
¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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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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Ordinary Shares, par value US$0.000025 per share
(2)
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- 2014 Post-IPO Equity Incentive Plan
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25,000,000 shares
(3)
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US$ 143.21
(4)
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US$ 3,580,125,000
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US$ 414,936
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TOTAL
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25,000,000 shares
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US$ 3,580,125,000
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US$ 414,936
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(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement (the Registration Statement) includes an indeterminate number of additional ordinary shares, par value US$0.000025 per share (the Ordinary Shares) of Alibaba Group Holding Limited (the Company or Registrant), which may be offered and issued under the Registrants 2014 Post-IPO Equity Incentive Plan (the 2014 Plan) to prevent dilution from stock splits, stock dividends or similar transactions.
(2)
These Ordinary Shares may be represented by the Registrants American depositary shares (ADSs), each of which represents one Ordinary Share. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-198401).
(3)
Represents additional Ordinary Shares reserved for issuance under the 2014 Plan pursuant to the 2014 Plans evergreen provision.
(4)
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrants ADSs as reported on the New York Stock Exchange on July 10, 2017 divided by one, the then Ordinary Share-to-ADS ratio.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Joseph C. Tsai, Daniel Yong Zhang, Maggie Wei Wu and Timothy A. Steinert, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-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 said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on July
14
, 2017.
Signature
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Capacity
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/s/ Joseph C. TSAI
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Executive Vice Chairman
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Joseph C. TSAI
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/s/ Daniel Yong ZHANG
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Director and Chief Executive Officer
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Daniel Yong ZHANG
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(Principal Executive Officer)
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/s/ J.Michael EVANS
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Director and President
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J.Michael EVANS
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/s/ Masayoshi SON
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Director
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Masayoshi SON
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/s/ Chee Hwa TUNG
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Independent Director
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Chee Hwa TUNG
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/s/ Walter Teh Ming KWAUK
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Independent Director
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Walter Teh Ming KWAUK
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/s/ Jerry YANG
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Independent Director
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Jerry YANG
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/s/ Börje E. EKHOLM
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Independent Director
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Börje E. EKHOLM
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/s/ Wan Ling MARTELLO
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Independent Director
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Wan Ling MARTELLO
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/s/ Maggie Wei WU
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Chief Financial Officer
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Maggie Wei WU
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(Principal Financial and Accounting Officer)
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/s/ Timothy A. STEINERT
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General Counsel and Secretary
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Timothy A. STEINERT
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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 Alibaba Group Holding Limited has signed this registration statement or amendment thereto in the city of Newark, State of Delaware, on July 14, 2017.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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