Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 08 2020 - 5:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 8, 2020
Registration No. 333-159891
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
MercadoLibre, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
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98-0212790
(I.R.S. Employer Identification No.)
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Arias 3751, 7th Floor
Buenos Aires, Argentina, C1430CRG
Telephone: (+5411) 4640-8000
(Address of Principal Executive Offices, including Zip Code)
Amended and Restated 2009 Equity Compensation Plan
(Full title of the plan)
Jacobo Cohen Imach
Arias 3751, 7th Floor
Buenos Aires, Argentina, C1430CRG
(Name and address of agent for service)
(+5411) 4640-8000
(Telephone number, including area code, of agent for service)
Copy to:
Arthur H. Kohn
Nicolas Grabar
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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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☐
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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 relates
to the Registration Statement on Form S-8 (File No. 333-159891) (the “Registration Statement”) of MercadoLibre, Inc.
(the “Company”) which was filed with the U.S. Securities and Exchange Commission on June 11, 2009. The Registration
Statement registered 294,529 common shares of the Company’s stock (the “Shares”), to be offered pursuant to its
2009 Equity Compensation Plan.
The purpose of this Post-Effective Amendment
No. 1 is to amend the Registration Statement to include the terms of the MercadoLibre, Inc. Amended and Restated 2009 Equity Compensation
Plan under which any future offerings of Shares shall be made. This Post-Effective Amendment No. 1 also includes revised Exhibits
23.1 and 24.1. No additional securities are being registered hereby.
No other changes have been made to the Form
S-8. This Amendment speaks as of the original filing date of the Form S-8, does not reflect events that may have occurred subsequent
to the original filing date and does not modify or update in any way disclosures made in the Form S-8, except as otherwise set
forth above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 the City of Buenos Aires, Argentina, on this 8th day of May, 2020.
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MercadoLibre, Inc.
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(Registrant)
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By:
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/s/ Marcos Galperin
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Name:
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Marcos Galperin
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Title:
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Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
each of the undersigned constitutes and appoints Marcos Galperin as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments to this registration statement (including post-effective amendments), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such
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 as to all intents and purposes as he might or could in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Marcos Galperin
Marcos Galperin
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Chief Executive Officer and Director
(Principal Executive Officer)
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May 8, 2020
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/s/ Pedro Arnt
Pedro Arnt
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Chief Financial Officer
(Principal Financial Officer)
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May 8, 2020
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/s/ Mario Vazquez
Mario Vazquez
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Director
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May 8, 2020
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/s/ Susan Segal
Susan Segal
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Director
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May 8, 2020
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/s/ Nicolás Aguzin
Nicolás Aguzin
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Director
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May 8, 2020
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/s/ Nicolás Galperin
Nicolás Galperin
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Director
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May 8, 2020
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/s/ Emiliano Calemzuk
Emiliano Calemzuk
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Director
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May 8, 2020
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/s/ Meyer Malka
Meyer Malka
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Director
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May 8, 2020
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/s/ Roberto Balls Sallouti
Roberto Balls Sallouti
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Director
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May 8, 2020
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