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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/11/11 TAL Education Group S-8 2/11/11 4:228K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 57K Employees Pursuant to an Employee Benefit Plan 2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 109K 3: EX-5.1 Opinion re: Legality HTML 9K 4: EX-23.1 Consent of Experts or Counsel HTML 7K
Form S-8 |
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Cayman Islands | Not Applicable | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Joseph Kauffman Chief Financial Officer TAL Education Group 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 People’s Republic of China +86 (10) 5292 6669 |
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 |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||||||||
Title of Securities to be | Amount to be | Aggregate Offering | Aggregate Offering | Registration | ||||||||||||||||||
Registered (1) | Registered (2) | Price per Share (3) | Price | Fee | ||||||||||||||||||
Class A Common
Shares, par value
$0.001 per share |
18,750,000 | $ | 6.40 | $ | 120,000,000 | $ | 13,932.00 | |||||||||||||||
(1) | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents two 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 (333-169777). | |
(2) | Represents 5,419,500 Class A common shares issuable upon vesting of restricted shares granted under the 2010 Share Incentive Plan (the “Plan”) and 13,330,500 Class A common shares reserved for future awards under 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 common 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 common shares that may be issued under the Plan. | |
(3) | 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 February 10, 2011. Offering prices are estimated solely for the purpose of calculating the registration fee. |
* | 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 Plan, as specified by Rule 428(b)(1) under the Securities Act. |
(a) | The Registrant’s prospectus dated October 19, 2010 filed with the Commission on October 20, 2010 pursuant to Rule 424(b)(4) under the Securities 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. |
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(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 |
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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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TAL Education Group |
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By: | /s/ Bangxin Zhang | |||
Name: | Bangxin Zhang | |||
Title: | Chairman and Chief Executive Officer |
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Signature | Title | Date | ||
/s/ Bangxin Zhang
|
February 11, 2011 | |||
Chairman and Chief Executive Officer | ||||
(principal executive officer) | ||||
/s/ Yundong Cao
|
February 11, 2011 | |||
Director and President | ||||
/s/ Jane Jie Sun
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February 11, 2011 | |||
Director | ||||
/s/ Wai Chau Lin
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February 11, 2011 | |||
Director | ||||
/s/ Joseph Kauffman |
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Chief Financial Officer | February 11, 2011 | |||
(principal financial and accounting officer) |
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Authorized U.S. Representative |
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By: | /s/ Kate Ledyard | |||
Name: | Kate Ledyard, On behalf of Law Debenture Corporate Services Inc. |
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Title: | Manager |
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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*
|
Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. as depositary, and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder | |
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 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1, filed with the Commission on September 29, 2010 (File No. 333-169650)) | |
23.1*
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Consent of Deloitte Touche Tohmatsu CPA Ltd. | |
23.2*
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Consent of Maples and Calder (included in Exhibit 5.1) | |
24.1*
|
Power of Attorney (included on signature page hereto) |
* | Filed herewith. |
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This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 2/11/11 | SC 13G | ||
2/10/11 | ||||
10/20/10 | 424B4 | |||
10/19/10 | F-1/A | |||
10/6/10 | 8-A12B, F-1/A, F-6 | |||
9/29/10 | F-1 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/20/23 TAL Education Group S-8 10/20/23 4:94K Toppan Merrill/FA |