As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/03/11  Bona Film Group Ltd               S-8         6/03/11    3:137K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     92K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML     16K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      9K 

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As Filed with the Securities and Exchange Commission on June 3, 2011

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Bona Film Group Limited

(Exact name of registrant as specified in its charter)

 

 

 

11/F, Guan Hu Garden 3

105 Yao Jia Yuan Road, Chaoyang District

Beijing 100025

People’s Republic of China

+86 (10) 5928-3663

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

2009 Stock Incentive Plan

2010 Stock Incentive Plan

(Full title of the Plans)

 

 

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

+1 (212) 750-6474

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

 

 

Copies to:

 

Chris Lin

Simpson Thacher & Bartlett LLP

ICBC Tower, 35th Floor

3 Garden Road, Central

Hong Kong SAR China

+852 2514-7600

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered(1)		Aggregate offering price			Amount of registration fee
Ordinary Shares, par value US$0.0005 per share(5)		209,163	(2)	$	701,784	(2)	$	81.48
Ordinary Shares, par value US$0.0005 per share(5)		1,646,358	(3)	$	9,756,358	(3)	$	1,132.71
Ordinary Shares, par value US$0.0005 per share(5)		3,764,292	(4)	$	38,772,208	(4)	$	4,501.45
Totals		5,619,813		$	49,230,350		$	5,715.64

(1)               Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.

 

(2)               These shares will be issued upon the exercise of options granted under the 2009 Stock Incentive Plan. Pursuant to Rule 457(h), the maximum aggregate offering price is calculated as the product of the 209,163 shares issuable upon exercise of outstanding options and the exercise price of $3.3552 per share, for an aggregate offering price of $701,784.

 

(3)               These shares will be issued upon the exercise of options granted under the 2010 Stock Incentive Plan. Pursuant to Rule 457(h), the maximum aggregate offering price is calculated as the product of the 1,646,358 shares issuable upon exercise of outstanding options and the exercise prices varying from $3.4422 per share to $11.5600 per share, for an aggregate offering price of $9,756,358.

 

(4)               These shares will be issued upon the exercise of options granted under the 2010 Stock Incentive Plan. Pursuant to Rule 457(h), the maximum aggregate offering price is calculated as the product of the 3,764,292 shares reserved under the plan multiplied by the average of the high and low prices for the Registrant’s American Depositary Shares, or ADSs, as quoted on the Nasdaq Global Market on May 31, 2011, or $5.15, multiplied by two to adjust for the ordinary share-to-ADS ratio, which is equal to an aggregate offering price of $38,772,208.

 

(5)               These shares may be represented by the Registrant’s American Depositary Shares, two of which represent one ordinary share. American Depositary Shares issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (333-170920).

 

 

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them.

 

The Registrant has entered into indemnification agreements with each of its directors and officers under which the Registrant indemnifies them to the fullest extent permitted by Cayman Islands law, its articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding to which the indemnitee is or was a party, except expenses and liabilities, if any, incurred or sustained by or through the indemnitee’s own intentional misconduct.

 

ITEM 7. Exemption from Registration Claimed

 

Not applicable.

 

ITEM 8. Exhibits

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

 

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;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 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 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.

 

(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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 People’s Republic of China on June 3, 2011.

 

 

	BONA FILM GROUP LIMITED
	By:	/s/ Dong Yu
	Name:	Dong Yu
	Title:	Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dong Yu and Liang Xu, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-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 said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her 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 June 3, 2011.

 

 

Signature		Capacity
/s/ Dong Yu		Chairman of the Board of Directors and Chief Executive Officer
Dong Yu		(principal executive officer)
/s/ Liang Xu		Chief Financial Officer
Liang Xu		(principal financial and accounting officer)
/s/ Nansun Shi
Nansun Shi		Director
/s/ Hai Yu
Hai Yu		Director
/s/ Jeffrey Chan
Jeffrey Chan		Director
/s/ Daqing Dave Qi
Daqing Dave Qi		Director

 

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