As filed with the Securities and Exchange Commission on December 28, 2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
China Online Education Group
(Exact name of registrant as specified in its charter)
Cayman Islands |
| Not Applicable |
(State or other jurisdiction of |
| (I.R.S. Employer |
6th Floor Deshi Building North
Shangdi Street, Haidian District
Beijing 100085, People’s Republic of China
+86-10-5692-8909
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2016 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(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 | ¨ |
| Accelerated filer | x |
Non-accelerated filer | ¨ |
| Smaller reporting company | o |
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| Emerging growth company | x |
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. x
Copies to:
Jimmy Lai | Z. Julie Gao, Esq. |
Chief Financial Officer | Will H. Cai, Esq. |
China Online Education Group | Skadden, Arps, Slate, Meagher & Flom LLP |
6th Floor Deshi Building North | c/o 42/F, Edinburgh Tower |
Shangdi Street, Haidian District | The Landmark |
Beijing 100085, People’s Republic of China | 15 Queen’s Road Central |
+86-10-5692-8909 | Hong Kong |
| +852 3740-4700 |
CALCULATION OF REGISTRATION FEE
Title of Securities |
| Amount |
| Proposed |
| Proposed |
| Amount of |
| |||
Class A Ordinary Shares, par value $0.0001 per share |
| 18,000,000 | (3) | $ | 0.34033 | (3) | $ | 6,126,000 |
| $ | 742.4712 |
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(1) These shares may be represented by the Registrant’s ADSs, each of which represents 15 Class A ordinary share. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-211672).
(2) Represents Class A ordinary shares issuable upon exercise of options and vesting of restricted shares and restricted share units granted under the 2016 Share Incentive Plan ( the “2016 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 2016 Plan. Any Class A ordinary share covered by an award granted under the 2016 Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the 2016 Plan.
(3) The amount to be registered represents the estimated aggregate number of shares that are reserved for future award grants under the 2016 Plan by the end of 2021, which was not previously registered under the registration statement on Form S-8 (File No. 333-213457), as filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2016 (the “Prior Registration Statement”). The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on $5.105 per ADS, the average of the high and low prices for the registrant’s ADSs as quoted on the New York Stock Exchange on December 24, 2018.
EXPLANATORY NOTE
This registration statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purposes of registering an aggregate of 18,000,000 Class A Ordinary Shares of China Online Education (the “Registrant”), which is the estimated aggregate number of shares that are reserved for future award grants under the 2016 Plan by the end of 2021.
Previously, an aggregate of 49,029,922 Class A Common Shares of the Registrant were registered for issuance under the 2013 Share Incentive Plan, the 2014 Share Incentive Plan (as amended in February 2016) and the 2016 Plan and pursuant to the Prior Registration Statement. In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference
The following documents previously filed by China Online Education Group (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The Registrant’s registration statement on Form S-8 (File No. 333-213457) as filed with the Commission on September 2, 2016;
(b) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Commission on April 24, 2018; and
(c) The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-37790) filed with the Commission on May 27, 2016, 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 8. Exhibits
See the Index to Exhibits attached hereto.
EXHIBIT INDEX
Exhibit |
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4.1 |
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4.2 |
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4.3 |
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5.1* |
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10.1 |
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10.2 |
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10.3 |
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23.1* |
| Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm |
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23.2* |
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24.1* |
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* 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 December 28, 2018.
| China Online Education Group | ||
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| By: | /s/ Jack Jiajia Huang | |
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| Name: | Jack Jiajia Huang |
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| Title: | Director and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Jack Jiajia Huang and Jimmy Lai, 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 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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| Date |
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/s/ Jack Jiajia Huang |
| Director and Chief Executive Officer |
| December 28, 2018 |
Jack Jiajia Huang |
| (Principal Executive Officer) |
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/s/ Ting Shu |
| Director and Senior Vice President |
| December 28, 2018 |
Ting Shu |
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/s/ Jimmy Lai |
| Chief Financial Officer |
| December 28, 2018 |
Jimmy Lai |
| (Principal Financial Officer) |
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/s/ Frank Lin |
| Director |
| December 28, 2018 |
Frank Lin |
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/s/ Xing Liu |
| Director |
| December 28, 2018 |
Xing Liu |
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/s/ Wei Li |
| Director |
| December 28, 2018 |
Wei Li |
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/s/ Conor Chia-hung Yang |
| Director |
| December 28, 2018 |
Conor Chia-hung Yang |
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/s Xiaoguang Wu |
| Director |
| December 28, 2018 |
Xiaoguang Wu |
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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 China Online Education Group, has signed this registration statement or amendment thereto in Newark, Delaware, United States of America on December 28, 2018.
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| Authorized U.S. Representative | |
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| By: | /s/ Donald J. Puglisi | |
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| Name: | Donald J. Puglisi |
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| Title: | Managing Director |