As filed with the Securities and Exchange Commission on October 16, 2020

Registration No. 333-                         

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

TAL Education Group

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   Not Applicable
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

15/F, Danling SOHO

6 Danling Street, Haidian District

Beijing 100080

People’s Republic of China

+86-10-5292-6658

(Address of Principal Executive Offices and Zip Code)

 

 

 

2010 Share Incentive Plan

2020 Share Incentive Plan

(Full title of the plan)

 

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

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.

 

Large accelerated filer x   Accelerated filer ¨
Non-accelerated filer ¨   Smaller reporting company ¨
    Emerging growth company ¨

 

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. ¨

 

Copies to:

 

Rong Luo

Chief Financial Officer

TAL Education Group

15/F, Danling SOHO

6 Danling Street, Haidian District

Beijing 100080

People’s Republic of China

+86-10-5292-6658

Z. Julie Gao, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark,

15 Queen’s Road Central
Hong Kong
(852) 3740-4700

 

 

 

 

 

Calculation of Registration Fee

 

Title of Securities to be
Registered(1)
  Amount to be
Registered(2)
    Proposed Maximum
Aggregate Offering
Price per Share
    Proposed Maximum
Aggregate Offering
Price
    Amount of Registration
Fee
 
Class A Common Shares, par value $0.001 per share     1,402,871  (3)   $ 27.70 (3)   $ 38,859,526.70     $ 4,239.57  
Class A Common Shares, par value $0.001 per share     12,461,126  (4)   $ 45.25 (4)   $ 563,865,951.50     $ 61,517.78  
Class A Common Shares, par value $0.001 per share     10,005,453 (5)   $ 237.89 (5)   $ 2,380,147,186.91     $ 259,674.06  
Total     23,869,450            $ 2,982,872,665.11     $ 325,431.41  

 

(1) These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, three of which represents one Class A common shares. The Registrant’s ADSs issuable upon deposit of the Class A common shares registered hereby have been registered under a separate registration statement on Form F-6 (333-219521).

 

(2) Represents Class A common shares issuable upon vesting or exercise of awards granted under the 2010 Share Incentive Plan, as amended (the “2010 Plan”) and Class A common shares reserved for future awards under the 2020 Share Incentive Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2010 Plan has ceased to be used for grants of future awards upon the effectiveness of the 2020 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 Plans. Any Class A common shares covered by an award granted under the Plans (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 common shares that may be issued under the Plans.

 

(3) Represents Class A common shares underlying options that have been automatically added to the award pool under the 2010 Plan pursuant to an “evergreen” provision contained therein. The “evergreen” provision provides that the award pool shall be increased automatically if and whenever the unissued shares reserved in the award pool accounts for less than one percent (1%) of the total then issued and outstanding shares, as a result of which increase the shares unissued and reserved in the award pool immediately after each such increase shall equal to five percent (5%) of the then issued and outstanding shares. Previously, an aggregate of 18,750,000 Class A common shares of the Registrant were registered for issuance under the 2010 Plan pursuant to the Registrant’s registration statements on Form S-8 (File No. 333-172178) filed on February 11, 2011 (the “Original S-8 Registration Statement”).  In accordance with General Instruction E to Form S-8, the contents of the Original S-8 Registration Statement are incorporated herein by reference, except as otherwise set forth herein. The corresponding proposed maximum offering price per share represents weighted average exercise price of these options, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act.

 

(4) Represents Class A common shares underlying restricted shares that have been automatically added to the award pool under the 2010 Plan pursuant to the aforementioned “evergreen” provision contained in the 2010 Plan. The corresponding proposed maximum offering price per share represents weighted average grant price of these restricted shares, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act.

 

(5) Represents Class A common shares reserved for future awards under the 2020 Plan. In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c) based on the average of the high and low prices for the Registrant’s ADSs listed on the New York Stock Exchange on October 9, 2020. Offering prices are estimated solely for the purpose of calculating the registration fee.

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents previously filed by TAL Education Group (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a) The Registrant’s annual report on Form 20-F for the fiscal year ended February 29, 2020 filed on June 30, 2020 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

 

(b) The description of the Registrant’s Class A common shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-34900) filed with the Commission on October 6, 2010, including any amendment and report subsequently filed for the purpose of updating that description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

Item 4. Description of Securities

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s fourth amended and restated articles of association, adopted by its shareholders on September 29, 2010, provides that the Registrant shall indemnify its directors and officers against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred by such persons in their capacity as such, except through their own dishonesty, willful default or fraud.

 

3

 

 

Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.5 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-169650), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims arising from their services as directors or officers of the Registrant.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

See the Index to Exhibits attached hereto.

 

Item 9. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

4

 

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

5

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
4.1   Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's registration statement on the Form F-1/A, filed with the Commission on October 6, 2010 (File No. 333-169650))
     
4.2   Form of Class A Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's registration statement on Form F-1, filed with the Commission on September 29, 2010 (File No. 333-169650))
     
4.3   Amended and Restate Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts (incorporated by reference to Exhibit A to the Registrant’s registration statement on Form F-6 (file No. 333-219521) filed with the Securities and Exchange Commission on July 28, 2017)
     
4.4   Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3)
     
5.1*   Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, regarding the legality of the Class A common shares being registered
     
10.1*   2010 Share Incentive Plan, as amended
     
10.2   2020 Share Incentive Plan (incorporated herein by reference to Exhibit 4.37 to the Form 20-F filed on June 30, 2020 (File No. 001-34900))
     
23.1*   Consent of Deloitte Touche Tohmatsu CPA Ltd.
     
23.2*   Consent of Maples and Calder (included in Exhibit 5.1)
     
24.1*   Power of Attorney (included on signature page hereto)

 

 

* Filed herewith.

 

 

 

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 Beijing, China, on October 16, 2020.

 

    TAL Education Group  
     
     
  By: /s/ Bangxin Zhang
       
      Name: Bangxin Zhang
      Title: Director and Chief Executive Officer  

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Bangxin Zhang and Rong Luo, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s 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 each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact 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 on October 16, 2020.

 

Signature

 

Title

     

/s/ Yunfeng Bai

  Chairman and President
Yunfeng Bai    
     

/s/ Bangxin Zhang

  Director and Chief Executive Officer
Bangxin Zhang   (Principal Executive Officer)
     

/s/ Yachao Liu

  Chief Operating Officer
Yachao Liu    
     

/s/ Jane Jie Sun

  Director
Jane Jie Sun    
     

/s/ Kaifu Zhang

  Director
Kaifu Zhang    
     

/s/ Weiru Chen

  Director
Weiru Chen    
     

/s/ Rong Luo

  Chief Financial Officer
Rong Luo   (Principal Financial and Accounting Officer)

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TAL Education Group has signed this registration statement or amendment thereto in New York on October 16, 2020.

 

    Authorized U.S. Representative
     
     
  By: /s/ Colleen A. De Vries
    Name: Colleen A. De Vries, On behalf of
Cogency Global Inc.
    Title: Senior Vice President