Post-effective Amendment to an S-8 Filing (s-8 Pos)
20 11월 2014 - 3:20AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 19, 2014
Registration No. 333-192000
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION
STATEMENT
under the
SECURITIES ACT OF 1933
MONTAGE
TECHNOLOGY GROUP 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.) |
Room A1601, Technology Building, 900 Yi Shan Road
Xuhui District, Shanghai, 200233
Peoples Republic of China
Tel: (86 21) 6128-5678
(Address, Including Zip Code, of Principal Executive Offices)
Montage Technology Group Limited 2006 Share Incentive Plan
Montage Technology Group Limited 2013 Performance Incentive Plan
(Full Title of the Plan)
Mark Voll
Chief Financial Officer
Montage Technology Group Limited
2025 Gateway Place, Suite 262
San Jose CA 95110
Tel:
408-982-2788
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Paul
Scrivano
Eric C. Sibbitt
OMelveny & Myers LLP
Two Embarcadero Center
28th Floor
San
Francisco, CA 94111-3823
Tel: (415) 984-8700
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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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x |
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Smaller reporting company |
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¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (File No. 333-192000) (the Registration Statement) of Montage Technology Group Limited, a Cayman Islands exempted company (the
Company), which was filed with the Securities and Exchange Commission (the SEC) on October 30, 2013 and subsequently amended by the Post-Effective Amendment No. 1 to Form S-8 filed with the SEC on December 31,
2013. The Registration Statement registered the following: 3,771,093 shares of the Companys ordinary shares, par value $0.0125 per share, for issuance pursuant to the Montage Technology Group Limited 2006 Share Incentive Plan and 4,000,000
shares of the Companys ordinary shares, par value $0.0125 per share, for issuance pursuant to the Montage Technology Group Limited 2013 Performance Incentive Plan.
On November 18, 2014, pursuant to the Agreement and Plan of Merger between the Company and Shanghai Pudong Science and Technology Investment Co., Ltd., a
PRC limited liability company (Parent), dated as of June 11, 2014 (the Merger Agreement), CEC Montage Merger Sub Ltd. (Merger Subsidiary), a Cayman Islands exempted company and wholly owned subsidiary of
Montage Technology Global Holdings, Ltd., a Cayman Islands exempted Company and new entity formed by Parent, was merged with and into the Company, and the separate existence of Merger Subsidiary thereupon ceased (the Merger).
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. The Company is filing this Post-Effective Amendment
No. 2 to the Registration Statement to terminate the effectiveness of the Registration Statement and remove from registration any and all securities of the Company previously registered but unsold under the Registration Statement as of the
effective time of the Merger (the Plan Shares), in accordance with the undertakings made by the Company in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities
being registered that remain unsold at the termination of the offering. The Plan Shares are hereby deregistered.
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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on November 19, 2014.
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MONTAGE TECHNOLOGY GROUP LIMITED |
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By: |
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/s/ Mark Voll |
Name: |
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Mark Voll |
Title: |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the
Registration Statement has been signed by the following persons in the capacities indicated below on November 19, 2014.
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Signature |
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Title |
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Chairman and Chief Executive Officer |
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Howard C. Yang |
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Director and President |
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Stephen Tai |
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/s/ Mark Voll |
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Chief Financial Officer |
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Mark Voll |
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(principal financial and accounting officer and
Authorized United States representative) |
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* |
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Director |
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Yung Kuei (YK) Yu |
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* |
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Director |
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Cathy Yen |
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Director |
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Jung-Kung (Jackie) Yang |
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Director |
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Edward Way |
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Director |
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Charles G. Sodini |
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*By /s/
Mark Voll
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Mark Voll
Attorney-in-Fact |
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MONTAGE TECHNOLOGY GROUP LTD (NASDAQ:MONT)
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MONTAGE TECHNOLOGY GROUP LTD (NASDAQ:MONT)
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