UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE9 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 of incorporation or organization)
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(IRS Employer Identification No.) |
Building No. 3, 690 Bibo Road, Zhangjiang Hi-tech Park, Pudong New Area, Shanghai 201203,
People’s Republic of China, 86-21-51729999
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Name of Each Exchange on Which |
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Each Class is to be Registered |
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| Ordinary Share Purchase Rights
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Nasdaq Global Market |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), please check the following
box. þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box. o
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Securities Act registration statement file number to which form relates:
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Not Applicable |
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(If applicable) |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
TABLE OF CONTENTS
AMENDMENT NO. 1 TO FORM 8-A
The undersigned registrant hereby amends the following items, exhibits or other portions of
its Registration Statement on Form 8-A dated January 8, 2009, as set forth in the pages attached
hereto.
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| Item 1. |
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Description of Registrant’s Securities to be Registered. |
Item 1 of the Form 8-A dated January 8, 2009, filed by The9 Limited (the “Company”), is hereby
amended as follows:
On January 8, 2009 the board of directors (the “Board”) of The9 Limited (the “Company”)
declared a dividend of one ordinary share purchase right (a “Right”) for each share of the Company,
par value of U.S. $0.01 per share (the “Ordinary Shares”), outstanding at the close of business on
January 22, 2009 (the “Record Date”). As long as the Rights are attached to the Ordinary Shares,
the Company will issue one Right (subject to adjustment) with each new Ordinary Share so that all
such shares will have attached Rights. When exercisable, each Right will entitle the registered
holder to purchase from the Company one Ordinary Share at a certain price per Ordinary Share,
subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set
forth in the Rights Agreement dated as of January 8, 2009 (the “Rights Agreement”) between the
Company and The Bank of New York Mellon (the “Rights Agent”), as the same may be amended from time
to time. Under the Rights Agreement, the Purchase Price was $14.50 per Ordinary Share. Pursuant
to Amendment No. 1 to the Rights Agreement dated as of March 9, 2009 between the Company and the
Rights Agent, the Purchase Price was revised to $19.50 per Ordinary Share.
Item 1 of the Form 8-A dated January 8, 2009, filed by the Company, is further amended as follows:
Exercise of Rights for Ordinary Shares of the Company
In the event that a person becomes an Acquiring Person, each holder of a Right, other than
Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise that number of
Ordinary Shares having a market value of two times the then current Purchase Price of the Right.
For example, at a Purchase Price of $19.50 per Right, each Right not owned by an Acquiring Person
(or by certain related parties) would entitle its holder to purchase $39.00 worth of Ordinary
Shares (or other consideration, pursuant to the Rights Agreement) for $19.50. Assuming that the
Ordinary Shares had a per share value of $19.50 at such time, the holder of each valid Right would
be entitled to purchase two Ordinary Shares for $19.50.
At any time after a person becomes an Acquiring Person and prior to the earlier of one of the
events described in the next paragraph or the acquisition by such Acquiring Person of 50% or more
of the outstanding voting securities of the Company, the Board may cause the Company to exchange
the Rights (other than Rights owned by an Acquiring Person which will have become void), in whole
or in part, for Ordinary Shares or ADSs at an exchange rate of one Ordinary Share per Right or one
ADS per Right, as applicable (subject to adjustment).