Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 28 2018 - 7:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 28, 2018
Registration No. 333-223551
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sea Limited
(Exact Name
of Registrant as Specified in Its Charter)
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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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1 Fusionopolis Place,
#17-10,
Galaxis
Singapore 138522
+65
6270-8100
(Address of Principal Executive Offices and Zip Code)
Amended and Restated Share Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
10
East 40th Street, 10th Floor
New York, N.Y. 10016
(Name and address of agent for service)
+1 (800)
221-0102
(Telephone number, including area code, of agent for service)
Copies to:
Yanjun Wang, Esq.
Sea
Limited
1 Fusionopolis Place,
#17-10,
Galaxis
Singapore 138522
+65
6270-8100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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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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☐
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Emerging growth company
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☒
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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. ☒
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form
S-8
amends the Form
S-8
(Registration
No. 333-223551)
previously filed with the Securities and Exchange Commission on March 9, 2018 (the “Registration Statement”). The Amended and Restated Share Incentive Plan
filed as Exhibit 10.1 to the Registration Statement contained clerical errors. This Post-Effective Amendment No. 1 is being filed solely to provide the correct version of the Amended and Restated Share Incentive Plan.
Except as revised to provide the correct version of the Amended and Restated Share Incentive Plan as Exhibit 10.1 hereto, this Post-Effective Amendment
No. 1 does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits
.
The exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Post-Effective Amendment
No. 1 to Form
S-8
(see Exhibit Index below).
SEA LIMITED
EXHIBIT INDEX
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. 1 to Form
S-8
to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Singapore on March 28, 2018.
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Sea Limited
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By:
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/s/ Forrest Xiaodong Li
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Name:
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Forrest Xiaodong Li
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Title:
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Chairman and Group Chief Executive Officer
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[Signature Page to Form
S-8]
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Form
S-8
has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Forrest Xiaodong Li
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Chairman and Group Chief Executive Officer
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March 28, 2018
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Name: Forrest Xiaodong Li
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(principal executive officer)
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*
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Director and Group Chief Operating Officer
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March 28, 2018
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Name: Gang Ye
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*
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Director
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March 28, 2018
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Name: Yuxin Ren
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*
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Director and Group Chief Financial Officer
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March 28, 2018
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Name: Tony Tianyu Hou
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(principal financial and accounting officer)
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*
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Independent Director
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March 28, 2018
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Name: David Heng Chen Seng
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*
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Independent Director
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March 28, 2018
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Name: Khoon Hua Kuok
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*
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Independent Director
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March 28, 2018
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Name: Tao Zhang
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*By:
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/s/ Forrest Xiaodong Li
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Name: Forrest Xiaodong Li
Attorney-in-Fact
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[Signature Page to Form
S-8]
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Sea Limited, has signed
this Post-Effective Amendment No. 1 to Form
S-8
or amendment thereto in New York, on March 28, 2018.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Shek Yuen Ting
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Name:
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Shek Yuen Ting
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Title:
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Assistant Secretary
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[Signature Page to Form
S-8]
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