As filed with the Securities and Exchange Commission on March 10 , 2020 |
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Registration No. 333-228391 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 |
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UTSTARCOM HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands (State or other jurisdiction of incorporation or organization) |
98-1007606 (I.R.S. Employer Identification Number) |
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Level 6, 28 Hennessy Road, Admiralty,
Hong Kong
(Address, including zip Code, of Principal Executive Offices)
UTStarcom Holdings Corp.
2006 Equity Incentive Plan (as amended)
(Full title of each plan)
UTSTARCOM INC.
2635 North First Street, No. 148, San Jose,
CA 95134
+1 408 453 4557
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Tenling Ti Chief Executive Officer UTstarcom Holdings Corp. Level 6, 28 Hennessy Road, Admiralty, Hong Kong (852) 3951 9757
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Meng Ding Sidley Austin LLP 39/F, Two Int'l Finance Centre Central, Hong Kong (852) 2509 7858 |
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 |
☐ |
Non-Accelerated Filer |
☒ |
Smaller Reporting Company |
☐ |
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Emerging growth Company |
☐ |
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.
EXPLANATORY NOTE
On November 15, 2018, UTStarcom Holdings Corp. (the “Company”) filed a Registration Statement on Form S-8 (Registration No. 333-228391) to register 1,500,000 ordinary shares, par value US$0.00375 per share, issued under the Company’s 2006 Equity Incentive Plan (as amended). This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission solely to update the name, address and telephone number of the agent for service on the cover page and the U.S. duly authorized representative of the Registration Statement on Form S-8. No other changes are being made to the information set forth in the original Registration Statement on Form S-8.
Item 8. Exhibits.
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Exhibit Number |
Exhibit Document |
4.1 |
UTStarcom Holdings Corp. 2006 Equity Incentive Plan (as amended) (filed as Exhibit 4.1 to the Registrant’s Form S-8 (Registration No. 333-228391) filed on November 15, 2018 and incorporated by reference herein) |
5.1 |
Opinion of Maples and Calder (filed as Exhibit 5.1 to the Registrant’s Form S-8 (Registration No. 333-228391) filed on November 15, 2018 and incorporated by reference herein) |
23.1 |
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23.2 |
Consent of Maples and Calder (included in Exhibit 5.1) |
24.1 |
Power of Attorney (included on signature page hereto) |
* Previously filed with Form S-8 Registration Statement (File No. 333-228391)
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 to Registration Statement on Form S-8 (333-228391) to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, China, on March 10, 2020.
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UTSTARCOM HOLDINGS CORP. |
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By: |
/s/ Tenling Ti Name: Tenling Ti Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints Tenling Ti and Eric Lam, 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 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 or she might or could do in person, hereby ratifying and confirming all that 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 date indicated.
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Signatures |
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Date |
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By:
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/s/ Yongqing Yan Yongqing Yan |
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Chairman, Director |
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March 10, 2020 |
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By:
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/s/ Tenling Ti Tenling Ti |
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Chief Executive Officer, Director (principal executive officer) |
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March 10, 2020 |
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By: |
/s/ Eric Lam Eric Lam |
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Vice President of Finance (principal financial and accounting officer) |
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March 10, 2020 |
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By:
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/s/ Wendong Zhang Wendong Zhang |
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Independent Director |
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March 10, 2020 |
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By: |
/s/ Sean Shao Sean Shao |
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Independent Director |
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March 10, 2020 |
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By: |
/s/ Jintong Lin Jintong Lin |
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Independent Director |
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March 10, 2020 |
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By: |
/s/ Tenling Ti Name: Tenling Li Title: Chief Executive Officer
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Authorized Representative in the United States |
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March 10, 2020 |
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