Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 03 2016 - 4:15PM
Edgar (US Regulatory)
File No. 333-169440
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
Mindray
Medical International Limited
(Exact name of registrant as specified
in its charter)
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Cayman Islands |
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Not Applicable |
(state or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Mindray Building, Keji 12th Road South,
Hi-tech Industrial Park, Nanshan,
Shenzhen 518057
People’s Republic of China
(Address of principal executive office)
Mindray DS USA,
Inc. 401(k) Savings Plan
(Full
Title of the Plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
(Name
and address of agent for service)
1 (212) 894-8940
(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. (Check one):
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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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DEREGISTRATION
OF SECURITIES
Mindray Medical International Limited (“Mindray”
or the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8
to deregister all unsold securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8
filed with the Securities and Exchange Commission on September 16, 2010, File No. 333-169440 (the “Registration
Statement”), with respect to Class A ordinary shares of the Registrant, par value HK$0.001 per share (the “Class A
ordinary shares”) thereby registered for offer or sale pursuant to Mindray DS USA, Inc. 401(k) Savings Plan (the “Plan”).
A total of 200,000 Class A ordinary shares were initially registered for issuance under the Registration Statement.
On November 4,
2015, the Registrant entered into an Agreement and Plan of Merger with Excelsior Union Limited (“Parent”) and
Solid Union Limited (“Merger Sub”), a wholly-owned subsidiary of Parent, as amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated as of December 20, 2015 (as amended, the “Merger Agreement”). On February 26,
2016, at an extraordinary general meeting, the shareholders of the Registrant approved the Merger Agreement and the
transactions contemplated thereby. On March 3, 2016 (the “Effective Time”),
Merger Sub was merged with and into the Registrant (the “Merger”) on the terms and conditions as set out in the
Merger Agreement, with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. Upon completion
of the Merger, the Registrant became a privately-held company.
As a result of the Merger, the Registrant has terminated all
offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means
of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold
as of the Effective Time.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on
March 3, 2016.
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Mindray Medical International Limited |
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By: |
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/s/ Alex Lung |
Name: |
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Alex Lung |
Title: |
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Chief Financial Officer |
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Li Xiting |
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March 3, 2016 |
Name: Li Xiting
Title: Executive Chairman, President, and Co-Chief Executive
Officer |
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/s/Alex Lung |
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March 3, 2016 |
Name: Alex Lung
Title: Chief Financial Officer |
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of the Registrant, has signed this Post-Effective Amendment to the this Registration Statement in Newark, Delaware on March 3,
2016.
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Puglisi & Associates |
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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: Managing Director |
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