Post-effective Amendment to an S-8 Filing (s-8 Pos)
08 Luglio 2013 - 1:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 8, 2013
Post-Effective
Amendment No.
1
to Registration Statement on Form S-
8
(No.
333-170726
)
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
7 Days Group Holdings Limited
(Exact Name of Registrant as Specified in
Its Charter)
Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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5C-11 Creative Industry Zone
397 XinGangZhong Road
Guangzhou, Guangdong 510310
People’s Republic of China
(Address, Including Zip Code, of Principal
Executive Offices)
7 Days Group Holdings Limited
2007 Employee Share Incentive Plan (Amended
and Restated)
(Full title of the plans)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number, Including
Area Code, of Agent For Service)
COPY TO:
Kurt J. Berney, Esq.
O’Melveny & Myers LLP
37th Floor, Plaza 66, 1266 Nanjing Road
West
Shanghai, 200040
People’s Republic of China
(8621) 2307-7000
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
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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Smaller reporting company
¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the
“Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-170726) (the “Registration
Statement”), which was filed with the Securities and Exchange Commission by 7 Days Group Holdings Limited, a company established
under the laws of the Cayman Islands (the “Company”), and became effective on November 19, 2010. Under the Registration
Statement, a total of 5,705,327 ordinary shares of the Company, par value $0.125 per share (the “Shares”) were registered
for issuance upon exercise of options granted or to be granted pursuant to the Company’s 2007 Employee Share Incentive Plan
(Amended and Restated) (the “Plan”). This Post-Effective Amendment is being filed for the sole purpose of deregistering
any unissued Shares previously registered under the Registration Statement and issuable under the Plan.
On July 5, 2013, pursuant to an agreement
and plan of merger, dated February 28, 2013, by and among the Company, Keystone Lodging Holdings Limited (“Holdco”)
(solely for the limited purposes of Sections 2.02(c) and 2.02(e) thereof), Keystone Lodging Company Limited (“Parent”),
a wholly owned subsidiary of Holdco, and Keystone Lodging Acquisition Limited (“Merger Sub”), a wholly owned subsidiary
of Parent, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Parent. Upon the completion of the Merger, all outstanding Shares and American depositary
shares of the Company and all outstanding and unexercised options to purchase Shares pursuant to the Plan were cancelled.
As a result of the Merger, the Company has
terminated all the offerings of its securities pursuant to the Registration Statement. The Company hereby removes from registration,
by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain
unsold as of the date hereof.
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
this Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, China, on July 8, 2013.
7 DAYS GROUP HOLDINGS LIMITED
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By:
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/s/ Yuezhou Lin
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Name:
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Yuezhou Lin
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Title:
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Chief Executive Officer
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Note: No other person is required to sign this Post-Effective
Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
Grafico Azioni 7 Days Grp. Holdings Limited American Depositary Shares, Each Representing Three Ordinary Shares (NYSE:SVN)
Storico
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Grafico Azioni 7 Days Grp. Holdings Limited American Depositary Shares, Each Representing Three Ordinary Shares (NYSE:SVN)
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