As filed with the Securities and Exchange Commission on September 18, 2007
Registration No. 333-139192
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
CHINA FINANCE ONLINE CO. LIMITED
(Exact name of Registrant as specified in its charter)
HONG KONG NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9(TH) FLOOR OF TOWER C, CORPORATE SQUARE
NO. 35 FINANCIAL STREET, XICHENG DISTRICT
BEIJING 100032, CHINA
(Address of Principal Executive Offices)
-----------------------
2004 STOCK INCENTIVE PLAN
(Full title of the plans)
-----------------------
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13(TH) FLOOR
NEW YORK, NEW YORK 10011
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
-----------------------
Copy to:
Paul Chiu
Heller Ehrman LLP
Suite 718, China World Tower 1
1 Jianguomenwai Avenue
Beijing 10004, China
86-10-5825-9600
(Calculation of Registration Fee on following page)
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Amount to be offering price aggregate registration
Title of each class of securities registered (2) per share offering price fee
to be registered (1)
----------------------------------------------------------------------------------------------------------------------
2004 STOCK INCENTIVE PLAN
Ordinary Shares,
$0.001 par value HK....................... 5,000,000 Shares $0.856(3) $4,280,000.00 $457.96
--
-----------------------
(1) The ordinary shares being registered hereby with respect to the 2004 Stock
Incentive Plan (the "Plan") may be represented by the registrant's American
Depository Shares, each of which represents five ordinary shares. The
American Depository Shares evidenced by American Depository Receipts
issuable upon deposit of any of the ordinary shares registered hereby have
been registered pursuant to a separate registration statement on Form F-6
filed with the Commission on October 5, 2004 (File No. 333-119530).
(2) This registration statement shall also cover any additional ordinary shares
which become issuable under the Plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split,
reorganization or any other similar transaction which results in an
increase in the number of the registrant's outstanding ordinary shares.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the registrant's American Depository Shares on December 4, 2006
as reported on the Nasdaq Global Market. One American Depositary Share
represents five ordinary shares.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The registrant's annual report on Form 20-F (File No. 000-50975) for
the year ended December 31, 2005, filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the registrant's ordinary shares contained in the
registrant's registration statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 4, 2004, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 such documents. Any statement contained
herein or in a document, all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute 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.
The registrant's articles of association provide that, subject to the Hong
Kong Companies Ordinance (the "Ordinance"), every director or other officer of
the registrant shall be indemnified against any liability incurred by him in his
capacity as such. However, directors and officers of the registrant are not
indemnified against any liability to the registrant or a related company arising
out of negligence, default, breach of duty or breach of trust with respect to
the registrant or a related company, unless such liability is incurred in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor, or in which he is acquitted, or in connection with any application
in which relief is granted to him by the court pursuant to the Ordinance from
liability for negligence, default, breach of duty or breach of trust in relation
to the affairs of the registrant.
Pursuant to the registrant's form of Indemnification Agreement with
officers and directors, the registrant will agree to indemnify its directors and
officers, to the extent permitted by Hong Kong law, against certain liabilities
and expenses incurred by such persons in connection with claims by reason of
their being such a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
-3-
Item 8. EXHIBITS.
Exhibit
Number
4.1 2004 Stock Incentive Plan, as amended (incorporated by reference to the
Registration Statement on Form F-1(File Number 333-119166) filed with the
Commission on September 21, 2004).
4.2 Specimen of American Depository Receipt
(incorporated by reference to the Registration
Statement on Form F-6 (File No. 333-119530)
filed with the Commission on October 5, 2004
with respect to American Depository Shares
representing ordinary shares).
4.3 Form of Deposit Agreement (incorporated by reference to the Registration
Statement on Form F-6 (File No. 333-119530) filed with the Commission on October
5, 2004 with respect to American Depository Shares representing ordinary shares).
5.1 Opinion of Heller Ehrman LLP.
23.1 Consent of Heller Ehrman LLP (included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see p. 7).
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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 such information in the registration statement; provided,
however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the 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 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 that is
incorporated by reference in the registration statement shall be deemed a new
registration
-4-
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.
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 Securities and Exchange
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.
[Signature Pages Follow]
-5-
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, China, on December 8, 2006.
China Finance Online Co. Limited
By: /s/ Zhiwei Zhao
---------------------------------
Zhiwei Zhao
Chief Executive Officer
-6-
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Zhiwei Zhao and Jun (Jeff) Wang, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file such amendments, together with exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting to each
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 he or she might or could do in person, and ratifying and
confirming all that the attorneys-in-fact and agents, or his or her substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Zhiwei Zhao Chief Executive Officer December 8, 2006
------------------------------------ (Principal Executive Officer)
Zhiwei Zhao
/s/ Jun Wang Chief Financial Officer (Principal December 8, 2006
------------------------------------ Financial and Accounting Officer)
Jun Wang
/s/ Hugo Shong Director December 8, 2006
------------------------------------
Hugo Shong
/s/ Kheng Nam Lee Director December 8, 2006
------------------------------------
Kheng Nam Lee
/s/ Ling Wang Director December 8, 2006
------------------------------------
Ling Wang
/s Fansheng Guo Director December 8, 2006
------------------------------------
Fansheng Guo
-7-
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duty
authorized representative the United States of China Finance Online Co. Limited,
has signed this Registration Statement in New York, New York on September 13,
2007.
Authorized Representative
By: /s/ Donald J. Puglisi
----------------------
Name: Donald J. Puglisi
Title: Managing Director