Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 20 2016 - 4:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 20, 2016
Registration No. 333-195935
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Country Style Cooking Restaurant Chain
Co., Ltd.
(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
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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16th Floor, C1 Building
Chongqing Headquarters City District
C
No. 780 Jingwei Avenue, Yuzhong District
Chongqing, People’s Republic of
China
(Address of Principal Executive Offices)
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2009
Share Incentive Plan
(Full title of the plan)
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Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name and address and telephone number,
including area code, of agent for service)
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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.
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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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ý
(Do not check if a
smaller reporting company)
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Smaller reporting company
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¨
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Copies to:
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Xingqiang Zhang
Chief Executive Officer and Acting Chief
Financial Officer
16th Floor, C1 Building
Chongqing Headquarters City District
C
No. 780 Jingwei Avenue, Yuzhong District
Chongqing, People’s Republic of
China
(+86-23) 8866-8866
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration
statement on Form S-8 (File No. 333-195935) (the “Registration Statement”), which was filed with the U.S. Securities
and Exchange Commission by Country Style Cooking Restaurant Chain Co., Ltd., a company established under the laws of the Cayman
Islands (the “Registrant”), and became effective on May 14, 2014. Under the Registration Statement, an additional 2,360,000
Ordinary Shares, par value $0.001 per share, of the Registrant, were registered for issuance pursuant to awards granted under the
2009 Share Incentive Plan pursuant to an amendment of such plan authorized by the shareholders of the Registrant on August 15,
2011.
On December 17, 2015, the Registrant, Country
Style Cooking Restaurant Chain Holding Limited (“Parent”) and Country Style Cooking Restaurant Chain Merger Company
Limited (“Merger Sub”) entered into an agreement and plan of merger, which was approved on April 20, 2016 by the shareholders
of the Registrant at an extraordinary general meeting of shareholders. The Registrant and Merger Sub subsequently filed a plan
of merger with the Registrar of Companies of the Cayman Islands on April 20, 2016, which became effective as of April 20, 2016
(the “Effective Time”), as a result of which Merger Sub was merged with and into the Registrant, with the Registrant
continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant
has terminated all the offerings of its securities pursuant to the Registration Statement. The Registrant 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 or unissued as of the Effective Time.
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 Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on April 20, 2016.
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Country Style Cooking Restaurant Chain Co., Ltd.
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By:
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/s/ Xingqiang Zhang
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Name:
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Xingqiang Zhang
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Title:
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Chief Executive Officer and Acting Chief Financial Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below 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/ Hong Li
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Sole Director
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April 20 , 2016
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Hong Li
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/s/ Xingqiang Zhang
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Chief Executive Officer and Acting Chief Financial Officer
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April 20, 2016
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Xingqiang Zhang
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(principal executive officer and principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of Country Style Cooking Restaurant Chain Co., Ltd. has
signed this registration statement or amendment thereto in New York on April 20, 2016.
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By:
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/s/ Giselle Manon
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Name:
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Giselle Manon
on behalf of Law Debenture Corporate Services Inc.
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Title:
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Service of Process Officer
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