As
filed with the Securities and Exchange Commission on September 16,
2010
Registration
No. 333- ____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_____________________________
Mindray
Medical International Limited
(Exact
Name of Registrant as Specified in Its Charter)
_____________________________
Cayman
Islands
|
Not
Applicable
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
|
|
Mindray
Building
Keji
12th Road South
Hi-tech
Industrial Park, Nanshan
Shenzhen
518057
People’s
Republic of China
(86-755)
2658-2888
(Address,
Including Zip Code, of Principal Executive Offices)
_____________________________
Mindray
DS USA, Inc. 401(k) Savings Plan
(Full
Title of Plan)
_____________________________
CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
(212)
894-8940
(Name,
Address and Telephone Number, Including Area Code, of Agent for
Service)
_____________________________
CALCULATION
OF REGISTRATION FEE
Title
of Securities To Be Registered
|
Amount
To Be
Registered
(2)
|
Proposed
Maximum
Offering
Price
Per
Share
(3)
|
Proposed
Maximum
Aggregate
Offering
Price
(3)
|
Amount
Of
Registration
Fee
(3)
|
Class
A Ordinary Shares, par value
HK$0.001
per share
(1)
|
200,000 Shares
|
$28.41
|
US$
5,682,000
|
US$405.13
|
(1)
|
These
Class A ordinary shares may be represented by the Registrant’s American
depositary shares (“ADSs”), each of which represents one (1) Class A
ordinary share. The Registrant’s ADSs issuable upon deposit of the Class A
ordinary shares have been registered under a separate registration
statement on Form F-6 filed with the Securities and Exchange Commission
(the “Commission”) on September 15, 2006 (Registration No.
333-137373).
|
(2)
|
This
Registration Statement covers, in addition to the number of Class A
ordinary shares of Mindray Medical International Limited, an exempted
company incorporated under the Law of the Cayman Islands (the
“Registrant”), par value HK$0.001 per share, stated above, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), such indeterminate number of shares as may be offered or issued
pursuant to the Mindray DS USA, Inc. 401(k) Savings Plan (the “Plan”) as a
result of one or more adjustments under the Plan to prevent dilution
resulting from one or more stock splits, stock dividends or similar
transactions. In addition, pursuant to Rule 416(c) under the Securities
Act, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold under the
Plan.
|
(3)
|
The
proposed maximum offering price per share of the shares and the proposed
maximum aggregate offering price are calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) under the
Securities Act. With respect to the 200,000 shares being
registered, the fee is based on a proposed maximum aggregate offering
price per share of $28.41, which is the average of the high ($28.73) and
the low ($28.09) sale prices of the Registrant’s ADSs on the New York
Stock Exchange on September 14,
2010.
|
PART
I
STATEMENT
OF INCORPORATION BY REFERENCE
The Registrant has sent or given or
will send or give documents containing the information specified by Part I of
this Registration Statement to participants in the Plan, as specified in Rule
428(b)(1) promulgated by the Commission under the Securities
Act. Although such documents are not filed with the Commission
pursuant to Rule 428, they constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item
3.
|
Incorporation
of Certain Documents by Reference
|
The
following documents of the Registrant filed or furnished with the Commission are
incorporated herein by reference:
(a) The
Registrant’s Annual Report on Form 20-F for the year ended December 31, 2009
(File No. 001-33036) as filed with the Commission on May 7, 2010.
(b) The
Registrant’s reports on Form 6-K filed with the Commission on May 10, 2010 and
August 9, 2010.
(c)
The description of
the Registrant’s Class A ordinary shares and ADSs contained in its Registration
Statement on Form 8-A (File No. 001-33036) filed with the Commission on
September 20, 2006 pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act (including any Plan annual reports),
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents; provided, however, that documents or information deemed to have been
furnished and not filed in accordance with Commission rules shall not be deemed
incorporated by reference into this Registration Statement. Any
statement contained herein or in a document, all or a portion of which is
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
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, except as so modified or amended, to
constitute a part of this Registration Statement.
Item
4.
|
Description
of Securities
|
Not
applicable.
Item
5.
|
Interests
of Named Experts and Counsel
|
Not
applicable.
Item
6.
|
Indemnification
of Directors and Officers
|
The
Registrant’s articles of association provide that, subject to Companies Law,
Cap. 22 of the Cayman Islands, every director or other officer of the Registrant
shall be indemnified against any liability incurred by him in
his
capacity as such. However, directors and officers of the Registrant are not
indemnified against any liability to the Registrant or a related company of
fraud or dishonesty which may attach to such director or
officer.
Pursuant
to indemnification agreements, the Registrant has agreed to indemnify its
directors and officers, to the extent permitted by Cayman law, against certain
liabilities and expenses incurred by such persons in connection with claims by
reason of their being such a director or officer.
Item
7.
|
Exemption
from Registration Claimed
|
Not
applicable.
See
Exhibit Index.
The
Registrant hereby undertakes to submit, to the extent not previously submitted,
the Plan and any amendments thereto to the Internal Revenue Service (“IRS”) in a
timely manner and to make all changes required by the IRS to maintain the
qualification of the Plan.
(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) of the Securities
Act if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective Registration
Statement;
(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) do not apply if the registration statement is on Form
F-3, S-3 or S-8, and 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 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 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.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, executive officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, 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 Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Shenzhen,
China, on September 16, 2010.
|
Mindray
Medical International Limited
|
|
|
|
|
|
By:
|
/s/ XU
HANG
|
|
|
Xu
Hang
|
|
|
Chairman
of the Board and
Co-Chief
Executive Officer
|
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Ronald Ede as his
or her true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or her 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 below by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Chairman
of the Board and Co-Chief
|
|
September
16, 2010
|
Xu
Hang
|
|
Executive
Officer
(principal executive officer)
|
|
|
|
|
Director
and Co-Chief Executive Officer
|
|
September
16, 2010
|
Li
Xiting
|
|
|
|
|
|
|
Director
and Chief Financial Officer
|
|
S
eptember
16, 2010
|
Ronald
Ede
|
|
(principal financial and accounting
officer)
|
|
|
|
|
Director
|
|
September
16, 2010
|
Wu
Qiyao
|
|
|
|
|
|
|
Director
|
|
September
16, 2010
|
Joyce
I-Yin Hsu
|
|
|
|
|
|
|
Director
|
|
September
16, 2010
|
Jixun
Lin
|
|
|
|
|
|
|
Director
|
|
September
16, 2010
|
Peter
Wan
|
|
|
|
|
|
|
Director
|
|
September
16, 2010
|
Kern
Lim
|
|
|
|
|
|
|
Director
|
|
September
16, 2010
|
Chen
Qingtai
|
|
|
|
|
Signature
of Authorized Representative in the United States
Pursuant
to the requirements of the Securities Act, the undersigned, the duly authorized
representative in the United States of the Registrant, has signed this
registration statement in Newark, Delaware on September 16, 2010.
|
Puglisi
& Associates
|
|
|
|
|
|
By:
|
/s/ DONALD J. PUGLISI
|
|
|
Name:
|
Donald
J. Puglisi
|
|
|
Title:
|
Managing
Director
|
EXHIBIT
INDEX
|
|
|
4.1
|
|
Amended
and Restated Memorandum of Association and Amended and Restated Articles
of Association of Mindray Medical International Limited, incorporated
by reference to Exhibit 99.2 of the Registrant’s Report on Form 6-K filed
on November 10, 2008.
|
4.2
|
|
Mindray
DS USA, Inc. 401(k) Savings Plan
|
4.3
|
|
Form
of Deposit Agreement, among Mindray Medical International Limited, The
Bank of New York as Depositary, and all Owners and holders from time to
time of American Depositary Receipts issued
thereunder, incorporated by reference to the Registrant’s
Registration Statement on Form F-1 (File No. 333-137140) filed on
September 6, 2006.
|
10.1
|
|
Form
of Indemnification Agreement with the officers and directors of the
Registrant, incorporated by reference to Exhibit 10.2 of the Registrant’s
Registration Statement on Form F-1 (File No. 333-137140) filed on
September 6, 2006.
|
23.1
|
|
Consent
of Deloitte Touche Tohmatsu CPA Ltd.
|
23.2
|
|
Consent
of PricewaterhouseCoopers
|
24.1
|
|
Power
of Attorney (included on signature page to the Registration
Statement)
|
6
Grafico Azioni Montage Resources (NYSE:MR)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Montage Resources (NYSE:MR)
Storico
Da Lug 2023 a Lug 2024