UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A/A

(Amendment No. 1)

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

SINA CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

37F, Jin Mao Tower

88 Century Boulevard, Pudong

Shanghai 200121, China

+8610 8262 8888

(Address of principal executive offices, including zip code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Ordinary Share Purchase Rights

 

The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

 

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), check the following box. x

 

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), check the following box. o

 

Securities Act registration statement file number to which this form relates: Not Applicable (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

SINA Corporation (the “ Company ”), supplements and amends its Registration Statement on Form 8-A, dated April 28, 2015, as follows:

 

Item 1. Description of Securities to be Registered .

 

Reference is hereby made to the Rights Agreement (the “ Rights Agreement ”), dated as of April 23, 2015, between the Company and American Stock Transfer & Trust Company, a New York bank, as rights agent.

 

On June 22, 2015, the Company entered into an Amendment No. 1 to its Rights Agreement (the “ First Amendment ”) for the purposes of amending the Rights Agreement to exclude Mr. Charles Chao and any affiliate controlled by Mr. Charles Chao from the definition of “Acquiring Person.”

 

This summary description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is attached hereto as Exhibit 2 .

 

Item 2. Exhibits .

 

Exhibit No.

 

Description

1*

 

Rights Agreement, dated as of April 23, 2015, between SINA Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent

 

 

 

2

 

Amendment No. 1 to Rights Agreement, dated as of June 22, 2015, between SINA Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent

 

* Filed previously.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

 

SINA Corporation

 

 

 

 

 

 

 

By:

/s/ Charles Chao

 

 

Name:

Charles Chao

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

 

 

 

Dated: November 27, 2015

 

 

 

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Exhibit 2

 

Execution Version

 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

 

This AMENDMENT NO. 1 (the “ Amendment ”), dated as of June 22, 2015, is made by and between SINA Corporation, a Cayman Islands exempted company (the “ Company ”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “ Rights Agent ”).

 

RECITALS

 

A.                                     The Company and the Rights Agent are parties to a Rights Agreement dated as of April 23, 2015 (the “ Rights Agreement ”).

 

B.                                     The Board of Directors of the Company has determined that the modifications to the Rights Agreement set forth herein are necessary and desirable to facilitate the orderly operation of the Rights Plan to the benefit of the Company and the holders of Ordinary Shares of the Company, the Company has accordingly directed the Rights Agent to so amend this Agreement as provided in Section 27 of the Rights Agreement, and the Company and the Rights Agent are accordingly executing this Amendment in order to effectuate such modifications.

 

C.                                     Terms used but not defined herein have the meaning ascribed to such terms in the Rights Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

1.                                       Amendment and Restatement of Section 1(a).  Section 1(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

 

“(a) “ Acquiring Person ” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of ten percent (10%) or more of the Ordinary Shares of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) Mr. Charles Chao or any Affiliate controlled by Mr. Charles Chao or (v) any Person who becomes the Beneficial Owner of ten percent (10%) or more of the Ordinary Shares of the Company then outstanding as a result of a reduction in the number of shares outstanding due to the repurchase of shares by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of ten percent (10%) or more of the then outstanding Ordinary Shares, acquires beneficial ownership of additional shares representing one half of one percent (0.5%) or more of the Ordinary Shares of the Company then outstanding.”

 


 

2.                                       Governing Law.  This Amendment, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

 

3.                                       Counterparts.  This Amendment may executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

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[SIGNATURE PAGE FOR AMENDMENT NO 1. TO RIGHTS AGREEMENT]

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first set forth above.

 

 

Attest:

 

SINA Corporation

 

 

 

 

 

 

/s/ Bonnie Yi Zhang

 

By:

/s/ Charles Chao

Name:

Bonnie Yi Zhang

 

 

Name:

Charles Chao

Title:

Chief Financial Officer of

 

 

Title:

Chief Financial Officer of

 

SINA Corporation

 

 

 

SINA Corporation

 

 

 

 

 

 

 

 

American Stock Transfer & Trust
Company, LLC,

 

 

as Rights Agent

 

 

 

 

 

 

 

 

 

By:

/s/ Jennifer Donovan

 

 

 

Name:

Jennifer Donovan

 

 

 

Title:

Senior Vice President

 

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