Securities Registration: Employee Benefit Plan (s-8)
29 12월 2017 - 6:33AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 28, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933
Azure
Power Global Limited
(Exact
name of registrant as specified in its charter)
Mauritius
|
|
Not
Applicable
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(IRS
Employer
Identification No.)
|
3rd
Floor, Asset 301-304 and 307,
Worldmark
3, Aerocity, New Delhi 110037, India
(91-11)
49409800
(Address
of principal executive offices and zip code)
2016
Equity Incentive Plan (as amended in 2017)
(Full
title of the plans)
CT
Corporation System
111
Eighth Avenue, 13th Floor, New York, NY 10011
(Name
and address of agent for service)
(212)
894-8940
(Telephone
number, including area code, of agent for service)
Copies
to:
Shuang
Zhao, Esq.
Cleary
Gottlieb Steen & Hamilton LLP
c/o
37th Floor, Hysan Place
500
Hennessy Road
Causeway
Bay, Hong Kong
+852
2521 4122
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 [ ]
|
|
Accelerated
filer [ ]
|
Non-accelerated
filer [X]
|
(Do
not check if a smaller reporting company)
|
Smaller
reporting company [ ]
|
|
|
Emerging
growth company [X]
|
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
|
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
|
|
Equity
shares, $0.000625 par value per equity share
|
|
1,000,000 shares
|
|
$
|
13.70
|
|
|
$
|
13,700,000.00
|
|
|
|
|
|
Total
|
|
1,000,000 shares
|
|
$
|
13.70
|
|
|
$
|
13,700,000.00
|
|
|
$
|
1,706.00
|
|
|
(1)
|
Represents
1,000,000 equity shares available for issuance pursuant to awards (including the exercise
of any options) to be granted under the 2016 Equity Incentive Plan (as amended in 2017)
(the “2016 Plan”) of the Registrant. In accordance with Rule 416 of the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement
will also cover any additional equity shares which become issuable under the 2016 Plan
by reason of any stock dividend, stock split, recapitalization or similar transaction.
|
|
(2)
|
Pursuant
to Rules 457(c) and 457(h)(1) of the Securities Act, the proposed maximum aggregate offering
price is calculated as the product of 1,000,000 shares available for future grants under
the 2016 Plan multiplied by $13.70, the price estimated solely for the purpose of calculating
the registration fee and based on the average of the high and low market for the equity
shares as reported in the New York Stock Exchange on December 22, 2017, which equals
an aggregate offering price of $13,700,000.00.
|
TABLE
OF CONTENTS
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the
“Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the
participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities
Act.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents, which have been filed with or furnished to the Securities and Exchange Commission (the “Commission”)
by the Registrant are incorporated as of their respective dates in this Registration Statement by reference and made a part hereof:
(a)
The Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2017 filed with the Commission on June 19,
2017;
(b)
The Registrant’s all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) since June 19, 2017 (other than information deemed to have been “furnished” rather
than “filed” in accordance with the SEC’s rules); and
(c)
The description of the equity shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37909)
filed with the Commission on October 7, 2016, which incorporates by reference the information set forth under the heading “Description
of Share Capital” in the Registrant’s Registration Statement on Form F-1 (File No. 333-208584) originally filed with
the Commission on December 16, 2015 and declared effective on October 11, 2016, as amended by any subsequent amendment or report
filed for the purpose of amending the descriptions of the equity shares (the “F-1 Registration Statement”).
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement, indicating
that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
Under
the Mauritius Companies Act, a company may indemnify a director or employee of the company or a related company for any costs
incurred by him or the company in respect of any proceedings (a) that relates to liability for any act or omission in his capacity
as a director or employee and (b) in which judgment is given in his favor, in which he is acquitted, which is discontinued, in
which he is granted relief under section 350 of the Mauritius Companies Act or where proceedings are threatened and such threatened
action is abandoned or not pursued. The Mauritius Companies Act further provides that a company may indemnify a director or employee
of the company or a related company in respect of (a) liability to any person, other than the company or a related company, for
any act or omission in his capacity as a director or employee or (b) costs incurred by that director or employee in defending
or settling any claim or proceedings relating to any such liability, save in respect of any criminal liability or liability in
respect of a breach (in the case of a director) of the duty to exercise his powers honestly in good faith in the best interests
of the company.
Insofar
as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Pursuant
to the form of indemnification agreement filed as Exhibit 10.18 to the Registrant’s F-1 Registration Statement, the Registrant
may agree to indemnify its directors and officers against certain liabilities and expenses arising from their being a director
or officer.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
The
exhibits listed on the accompanying exhibit index are filed as a part of, or incorporated by reference into, this Registration
Statement (see exhibit index below).
Item
9. Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i)
|
to
include any prospectus required by section 10(a)(3) of the Securities Act;
|
|
|
|
|
(ii)
|
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. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
|
|
|
|
|
(iii)
|
to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
|
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 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.
(2)
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.
(3)
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.
(b)
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 section 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.
(c)
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.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 New Delhi, on December 28, 2017.
|
Azure
Power Global Limited
|
|
|
|
|
By:
|
/s/
Inderpreet Singh Wadhwa
|
|
Name:
|
Inderpreet
Singh Wadhwa
|
|
Title:
|
Principal
Executive Officer
|
POWER
OF ATTORNEY
We,
the undersigned directors of Azure Power Global Limited and executive officers of Azure Power Global Limited and its subsidiaries
hereby severally constitute and appoint Inderpreet Singh Wadhwa and Sushil Bhagat, and each of them singly (with full power to
each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act), 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 or necessary to be
done in and about the premises, as full 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 substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
held on December 28, 2017.
Signature
|
|
Title
|
|
|
|
/s/
Inderpreet Singh Wadhwa
|
|
|
Inderpreet
Singh Wadhwa
|
|
Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
/s/
Sushil Bhagat
|
|
|
Sushil
Bhagat
|
|
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/
Harkanwal Singh Wadhwa
|
|
|
Harkanwal
Singh Wadhwa
|
|
Director
|
|
|
|
/s/
Robert Douglas Kelly
|
|
|
Robert
Kelly
|
|
Director
|
/s/
Eric Ng Yim On
|
|
|
Eric
Ng Yim On
|
|
Director
|
|
|
|
/s/
Muhammad Khalid Peyrye
|
|
|
Muhammad
Khalid Peyrye
|
|
Director
|
|
|
|
/s/
Rajendra Prasad Singh
|
|
|
Rajendra
Prasad Singh
|
|
Director
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES
Under
the Securities Act, the undersigned, the duly authorized representative in the United States of Azure Power Global Limited has
signed this Registration Statement in California, United States of America, on December 28, 2017.
|
Authorized
U.S. Representative
|
|
|
|
By:
|
/s/
Robert Douglas Kelly
|
|
Name:
|
Robert
Douglas Kelly
|
|
Title:
|
Director
|
AZURE
POWER GLOBAL LIMITED
EXHIBIT
INDEX
*
Filed herewith.
Azure Power Global (NYSE:AZRE)
과거 데이터 주식 차트
부터 7월(7) 2024 으로 8월(8) 2024
Azure Power Global (NYSE:AZRE)
과거 데이터 주식 차트
부터 8월(8) 2023 으로 8월(8) 2024