Post-Effective Amendment No. 2 to Form S-8
As filed with the Securities and Exchange Commission on December 16, 2010
Registration No. 333-127700
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The9 Limited
(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)
Building No. 3, 690 Bibo Road
Zhang Jiang Hi-Tech Park
Pudong New Area, Pudong
Shanghai 201203
People’s Republic of China

(Address of Principal Executive Offices)
 
Amended 2004 Stock Option Plan
(Full title of the plan)
 
CT Corporation System
111 Eighth Avenue
New York, New York 10011

(Name and address of agent for service)
 
(212) 894-8940
(Telephone number, including area code, agent for service)
 
Copies to:
David T. Zhang
Latham & Watkins
41st Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong S.A.R., China
(852) 2912-2503
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
     
Large accelerated filer o
  Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)
  Smaller reporting company o
 
 

 

 


 

EXPLANATORY NOTE
The9 Limited (the “Registrant”) hereby amends its registration statement on Form S-8 (Registration No. 333-127700) (the “Registration Statement”) by filing this Post-Effective Amendment No. 2 to reflect the amendment and restatement of its Amended 2004 Stock Option Plan. The Amended 2004 Stock Option Plan filed herewith as Exhibit 10.1 replaces the Exhibit 10.1 previously filed with the Registration Statement. No additional securities are being registered.

 

 


 

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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on December 16, 2010.
         
  The9 Limited
 
 
  By:   /s/ Jun Zhu    
    Name:   Jun Zhu   
    Title:   Chairman and Chief Executive Officer   
 
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/ Jun Zhu
 
Jun Zhu
  Chairman and Chief Executive Officer
(principal executive officer)
  December 16, 2010
/s/ George Lai
 
George Lai
  Chief Financial Officer
(principal financial and accounting officer)
  December 16, 2010
/s/ *
 
Cheung Kin Au-Yeung
  Director   December 16, 2010
/s/ *
 
Davin Alexander Mackenzie
  Director   December 16, 2010
/s/ *
 
Chao Y. Wang
  Director   December 16, 2010
/s/ *
 
Ka Keung Yeung
  Director   December 16, 2010
             
/s/ *
      Authorized Representative
in the United States
  December 16, 2010
       
Name:
  Donald J. Puglisi      
Title:
  Managing Director
Puglisi & Associates
     
 
           
*By
  /s/ Jun Zhu        
 
           
 
  Jun Zhu
Attorney-in-Fact
       

 

 


 

EXHIBIT INDEX
         
Exhibit Number   Description
       
 
  10.1    
Amended 2004 Stock Option Plan