As filed with the Securities and Exchange
Commission on October 16, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Qihoo 360 Technology Co. Ltd.
(Exact name of registrant as specified in
its charter)
Cayman Islands
(State or other jurisdiction of incorporation or organization) |
Not Applicable
(IRS Employer Identification No.) |
Building No. 2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015, People’s Republic
of China
Telephone number: +86-10-5878-1000
(Address of principal
executive offices and zip code)
Qihoo 360 Technology Co. Ltd. 2011 Share
Incentive Plan
(Full title of the plans)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036-8401
(Name and address of agent for service)
800-927-9800
(Telephone number, including area code,
of agent for service)
Copies to:
David T. Zhang
Kirkland &Ellis
26/F Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852- 3761-3300
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):
Large accelerated filer x |
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Accelerated filer o |
Non-accelerated
filer o (Do
not check if a smaller reporting company) |
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Smaller reporting company o |
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|
|
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
Ordinary
shares, $0.001 par value per share (3) |
4,023,697 shares |
$41.32 |
$166,259,160 |
$19,319.31
|
| (1) | Represents an automatic increase to the number of shares available for issuance under the 2011
Share Incentive Plan (the “2011 Plan”) of Qihoo 360 Technology Co. Ltd. (the “Company”) effective January
1, 2014. Shares available for issuance under the 2011 Plan were previously registered on a registration statement on Form S-8 filed
with the Securities and Exchange Commission (the “SEC”) on May 24, 2011 (Registration No. 333-174444), as well as a
registration statement on Form S-8 filed with the SEC on August 5, 2013 (Registration No. 333-190371). In accordance with Rule
416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any
additional ordinary shares which become issuable under the 2011 Plan by reason of any stock dividend, stock split, recapitalization
or similar transaction. |
| (2) | Calculated solely for the purpose of this offering under Rules 457(c) and (h) of the
Securities Act based on $61.99 per ADS being the average of the high and low prices for the Company’s American
Depositary Shares
(“ADSs”) as quoted on the New York Stock Exchange on
October 15, 2014. |
| (3) | These ordinary shares may be represented by the Company’s ADSs, every two ADSs representing
three Class A ordinary shares. The Company’s ADSs issuable upon deposit of the ordinary shares registered hereby have
been registered under a separate registration statement on Form F-6 (Registration No. 333-195792). |
REGISTRATION OF ADDITIONAL SHARES PURSUANT
TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8, the Company is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register
4,023,697 additional Class A ordinary shares under the Company's 2011 Share Incentive Plan, pursuant to the provisions of this
plan providing for automatic increases in the number of shares reserved for issuance under such plan. This Registration Statement
hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on May
24, 2011 (Registration No. 333-174444), as well as a registration statement on Form S-8 filed with the SEC on August 5, 2013 (Registration
No. 333-190371).
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 October 16, 2014.
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Qihoo 360 Technology Co. Ltd. |
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By: /s/ Hongyi Zhou |
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Name: Hongyi Zhou |
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Title: Chairman and chief executive officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints, severally and not jointly, Hongyi Zhou, Jue Yao and Alex Zuoli
Xu, with full power to act alone, as his or her 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 or she 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 |
Title |
Date |
|
|
|
/s/ Hongyi Zhou
_____________________
Name: Hongyi Zhou |
Chairman and chief executive officer (principal
executive officer)
|
October 16, 2014 |
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/s/ Jue Yao
_____________________
Name: Jue Yao |
Chief financial officer (principal financial
and accounting officer)
|
October 16, 2014 |
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/s/ Alex Zuoli Xu
_____________________
Name: Alex Zuoli Xu |
Co-Chief financial officer (principal financial and accounting officer) |
October 16, 2014 |
Signature |
Title |
Date |
/s/ Xiangdong Qi
_____________________
Name: Xiangdong Qi |
Director |
October 16, 2014 |
/s/ Shu Cao
_____________________
Name: Shu Cao |
Director |
October 16, 2014 |
/s/ Neil Nanpeng Shen
_____________________
Name: Neil Nanpeng Shen |
Director |
October 16, 2014 |
/s/ Wenjiang Chen
______________________
Name: Wenjiang Chen |
Director |
October 16, 2014 |
/s/ Ming Huang
______________________
Name: Ming Huang |
Director |
October 16, 2014 |
/s/ Eric Xun Chen
_______________________
Name: Eric Xun Chen |
Director |
October 16, 2014 |
/s/ William Mark Evans
_______________________
Name: William Mark Evans |
Director |
October 16, 2014 |
Signature |
Title |
Date |
/s/ Diana Arias
__________________________
Name: Diana Arias
Title: Law Debenture Corporate Services
Inc. |
Authorized U.S. Representative |
October 16, 2014 |
QIHOO 360 TECHNOLOGY CO. LTD.
EXHIBIT INDEX
Exhibit
Number |
Description |
4.1 |
Amended and Restated Memorandum and Articles
of Association of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement of the Company on Form F-1,
as amended (Registration No. 333-172816))
|
4.2 |
Amended and Restated Deposit
Agreement among the Company, the depositary and holder of the American Depositary Shares issued
thereunder (incorporated by reference to Exhibit 1 to the Registration Statement of the Company
on Form F-6, (Registration No. 333-195792))
|
5.1* |
Opinion of Maples and Calder, counsel to
the Company, regarding the legality of the Ordinary Shares
|
23.1* |
Consent of Deloitte Touche Tohmatsu Certified
Public Accountants LLP, an independent registered public accounting firm
|
23.2* |
Consent of Maples and Calder (included
in opinion filed as Exhibit 5.1)
|
24.1* |
Powers of attorney (included on signature
pages)
|
99.1 |
2011 Share Incentive Plan (incorporated
by reference to Exhibit 10.60 to the Registration Statement of the Company on Form F-1, as amended (Registration No. 333-172816))
|
________________
* Filed herewith.
Exhibit 5.1
MAPLES
Our Ref |
RDS/616655-000001/7464515v1 |
Direct tel |
+852 3046 2971 |
Email |
richard.spooner@maplesandcalder.com |
Qihoo 360 Technology Co. Ltd.
Building No. 2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015, People’s Republic of
China
|
|
16 October 2014
Dear Sirs
Qihoo 360 Technology Co. Ltd. (the "Company")
We have examined the Registration Statement
on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Registration Statement”),
relating to the registration under the Securities Act of 1933, as amended, of an amount of 4,023,697 Class A Ordinary Shares of
par value US$0.001 in the capital of the Company (the “Shares”) for issuance pursuant to the Company’s
2011 Share Incentive Plan (the “Plan”).
As Cayman Islands counsel to the Company,
we have examined the corporate authorisations of the Company in connection with the Plan and the issue of the Shares by the Company
and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorising their issue.
It is our opinion that the Shares to be
issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the
Plan and in accordance with the resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board
of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made
in the Register of Members of the Company, will be legally issued and credited as fully paid and non-assessable (meaning that no
further sums are payable to the Company with respect to the holding of such Shares).
This opinion is subject to the qualification
that under the Companies Law (2013 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute
regarded as prima facie evidence of any matters which the Companies Law (2013 Revision) directs or authorises to be inserted
therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a
court order for rectification (for example, in the event of fraud or manifest error).
We consent to the use of this opinion as
an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments
thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully,
/s/ Maples and Calder
Maples and Calder
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 25, 2014,
relating to the consolidated financial statements and the related financial statement schedule of Qihoo 360 Technology Co.
Ltd., its subsidiaries, its variable interest entities ("VIEs"), and VIEs' subsidiaries (collectively, the
"Group") and the effectiveness of the Group’s internal control over financial reporting, appearing in the
annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. for the year ended December 31, 2013.
/s/
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Deloitte
Touche Tohmatsu Certified Public Accountants LLP
Beijing, the People's Republic of China
October
16, 2014
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