As filed with the Securities and Exchange Commission on December 2, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GSX Techedu Inc.
(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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Tower C, Beyondsoft Building, 7 East Zone
10 Xibeiwang East Road
Haidian District, Beijing 100193
Peoples Republic of China
+86 10 8282-6826
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Nan Shen
Chief Financial Officer
GSX Techedu Inc.
Tower C,
Beyondsoft Building, 7 East Zone
10 Xibeiwang East Road
Haidian District, Beijing 100193
Peoples Republic of China
+86 10 8282-6826
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
+852
3740-4700
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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, 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. ☒
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered(1)
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Amount
to be
registered(2)
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Proposed
maximum
offering
price
per share
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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$0.0001 per
share
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10,850,475 (3)
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$0.0014(3)
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$15,190.67
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$1.97
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Class A Ordinary Shares, par value US$0.0001 per
share
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389,827 (4)
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$26.85 (4)
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$10,466,854.95
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$1,358.60
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Class A Ordinary Shares, par value US$0.0001 per
share
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1,559,698(5)
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$26.85 (5)
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$41,877,891.30
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$5,435.75
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Total
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12,800,000 (6)
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$52,359,936.92
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$6,796.32
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(1)
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These shares may be represented by the Registrants ADSs, every three American depositary shares represent
two Class A ordinary shares. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6
(Registration No. 333-231726).
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(2)
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Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted
under the Share Incentive Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional
shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that
terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary that may be issued under the Plan.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon exercise of outstanding
options granted under the Plan and the corresponding proposed maximum offering price per share represents weighted average exercise price of these outstanding options.
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(4)
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The amount to be registered represents restricted share units or other awards granted under the Plan and the
corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$17.90 per ADS, the average of the high
and low prices for the registrants ADSs as quoted on the New York Stock Exchange on November 27, 2019.
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(5)
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These shares represent the ordinary shares reserved for future award grants under the Plan. The number of
Class A ordinary shares available for issuance under the Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes of
calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$17.90 per ADS, the average of the high and low prices for the registrants ADSs as quoted on the New York Stock Exchange on
November 27, 2019.
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(6)
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Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that
terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan.
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