- Post-Effective Amendment to an S-8 filing (S-8 POS)
December 21 2011 - 9:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global
Education & Technology Group Limited
(Exact name of Registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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9F Tower D, Beijing New Logo
A18 Zhongguancun South Street, Haidian District
Beijing 100081
Peoples Republic of China
(86-10) 6212-5800
(Address and telephone number of Registrants principal executive offices)
Sunnykey
International Holdings Limited 2008 Share Incentive Plan
Global Education & Technology Group Limited 2010
Performance Incentive Plan
(Full titles of the plans)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address and telephone number of agent for service)
With Copies
to:
Charlie E. Engros, Jr.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
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 definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-172489) (the
Registration Statement
) of Global Education & Technology Group Limited (the
Company
) which was filed with the Securities and Exchange Commission and became effective on February 28, 2011.
The Registration Statement registered (i) 6,358,820 Ordinary Shares, par value US$0.0001 per share, of the Company
issued pursuant to the Sunnykey International Holdings Limited 2008 Share Incentive Plan (the
2008 Plan
) and (ii) 2,746,643 Ordinary Shares, par value US$0.0001 per share, of the Company issued pursuant to the Companys
2010 Performance Incentive Plan (the
2010 Plan
and, together with the 2008 Plan, the
Plans
). The 9,105,463 Ordinary Shares, par value US$0.0001 per share, of the Company registered pursuant to the Registration
Statement are hereinafter referred to as the
Ordinary Shares
.
On December 20, 2011, pursuant to the
terms of the Agreement and Plan of Merger (the
Merger Agreement
), dated as of November 19, 2011, by and among the Company, Pearson plc (
Pearson
), a public limited liability company organized under the laws
of England and Wales and Genius Merger Sub, a wholly-owned subsidiary of Pearson (
Merger Sub
), Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving company and a
wholly-owned subsidiary of Pearson.
In connection with the Merger, the Company has terminated the Plans and no additional
Ordinary Shares will be issued thereunder. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Ordinary Shares which remain unsold at
the termination of the offering under the Plans, the Company hereby removes from registration all Ordinary Shares registered under the Registration Statement that remained unsold as of the date of this Post-Effective Amendment No. 1.
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 Hong Kong, on this 21st day of December, 2011.
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Global Education & Technology Group Limited
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By:
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/s/ Han Wong
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Name:
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Han Wong
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Title:
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Director
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