As Filed with the Securities and Exchange Commission on April 27, 2017
Registration No. 333
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Phoenix New Media 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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Sinolight Plaza, Floor 16
No. 4 Qiyang Road
Wangjing, Chaoyang District
Beijing 100102
Peoples Republic of China
+86 10 6067 6000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2008 Share Option Plan
(Full title of the Plan)
Law Debenture Corporate Services Inc.
801 2
nd
Avenue, Suite 403
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852 2514-7600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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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.
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CALCULATION OF REGISTRATION FEE
Title of securities to be
registered
(1)
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Amount to be
registered
(2)
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Proposed maximum aggregate
offering price
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Amount of
registration fee
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Class A Ordinary Shares, par value US$0.01 per share
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21,011,951
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(3)
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$10,134,063.97
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(3)
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$1,174.54
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Class A Ordinary Shares, par value US$0.01 per share
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25,633,526
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(4)
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$11,422,940.02
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(4)
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$1,323.92
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Total
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46,645,477
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$21,557,003.99
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$2,498.46
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(1)
These shares may be represented by the Registrants American depositary shares (ADSs), each of which represents eight Class A Ordinary Shares. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (333-212488).
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Phoenix New Media Limited 2008 Share Option Plan (the 2008 Plan).
(3)
The amount to be registered represents shares issuable upon exercise of outstanding options granted under the 2008 Plan. Pursuant to Rule 457(h) under the Securities Act, the maximum aggregate offering price is calculated as the product of the 21,011,951 shares issuable upon exercise of outstanding options under the 2008 Plan and the exercise price of US$0.4823 per share, for a proposed maximum aggregate offering price of US$10,134,063.97.
(4)
These shares are reserved for future award grants under the 2008 Plan, and the proposed maximum offering price, which is estimated solely for the purpose of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$3.565 per ADS (equivalent to US$0.445625 per Class A Ordinary Share), which is the average of the high and low prices for the Registrants ADSs, as quoted on the New York Stock Exchange on April 24, 2017.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Shuang Liu and
Betty Yip Ho, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such persons 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 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 and necessary to be done in connection therewith 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 attorneys-in-fact and agents, or any of them, or their, his or her 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 and on April 27, 2017.
Signature
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Capacity
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/s/ Keung Chui
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Chairman of the Board of Directors
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Keung Chui
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/s/ Shuang Liu
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Director and Chief Executive Officer
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Shuang Liu
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(principal executive officer)
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/s/ Betty Yip Ho
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Chief Financial Officer
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Betty Yip Ho
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(principal financial and accounting officer)
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/s/ Ya Li
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Director and President
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Ya Li
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/s/ Ka Keung Yeung
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Director
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Ka Keung Yeung
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/s/ Daguang He
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Director
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Daguang He
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/s/ Carson Wen
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Director
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Carson Wen
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/s/ Jerry Juying Zhang
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Director
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Jerry Juying Zhang
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act, the duly authorized representative in the United States of Phoenix New Media Limited has signed this registration statement or amendment thereto in New York, on April 27, 2017.
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Authorized U.S. Representative
Law Debenture Corporate Services Inc.
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By:
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/s/
Diana Arias-Hernandez
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Name:
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Diana Arias-Hernandez
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Title:
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Senior Manager
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