As filed with the Securities and Exchange
Commission on June 17, 2015
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
58.com Inc.
(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
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Block E, The North American International
Business Center
Yi 108 Beiyuan Road, Chaoyang District,
Beijing 100101
People's Republic of China
Tel: (86 10) 5139-5858
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
_______________
The 2013 Share Incentive Plan
(Full title of the plan)
_______________
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4
th
Floor
New York, New York 10017
(212) 750-6474
(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, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
x
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Accelerated
filer
¨
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Non-accelerated
filer
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(Do not check if a smaller reporting company)
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Smaller reporting
company
¨
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Copies to:
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Hao Zhou
Chief Financial Officer
58.com Inc.
Block E, The North American International
Business Center
Yi 108 Beiyuan Road, Chaoyang District,
Beijing 100101
People's Republic of China
Tel: (86 10) 5139-5858
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Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
(852) 3740-4700
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Calculation
of Registration Fee
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Title of Securities to be Registered (1)
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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Class A Ordinary Shares, par value $0.00001 per share (2)
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2,645,628
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(3)
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$
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37.9275
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(3)
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$
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100,342,055.97
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$
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11,659.75
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Class B Ordinary Shares, par value $0.00001 per share (2)
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7,000,000
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(3)
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$
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37.9275
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(3)
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$
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265,492,500.00
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$
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30,850.23
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Total
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9,645,628
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(3)
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$
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37.9275
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(3)
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$
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365,834,555.97
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$
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42,509.98
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(1)
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These shares may be represented by the Registrant’s
ADSs, each of which represents two Class A ordinary shares. Pursuant to the memorandum and articles of association of the Registrant,
each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, and upon any transfer
of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary
shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. 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 (333-191776).
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(2)
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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 Registrant’s 2013 Share Incentive Plan (as amended in April 2015, the “Plan”). Any ordinary shares covered
by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not
to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
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(3)
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These shares represent ordinary shares that have been added to the award pool under the Plan and are reserved for future award
grants under the Plan, and the corresponding 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 the average of the
high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on June 16, 2015.
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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 2,645,628 Class A
ordinary shares and 7,000,000 Class B ordinary shares of the Registrant that have been added to the award pool pursuant to
the terms of the Plan.
Previously, an aggregate of 13,004,029
Class A ordinary shares of the Registrant were registered for issuance under 2010 Employee Stock Option Plan and the Plan pursuant
to the Registrant’s registration statements on Form S-8 (File No. 333-194873) filed on March 28, 2014 (the “Original
S-8 Registration Statement”). In accordance with General Instruction E to Form S-8, the contents of the Original
S-8 Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
In accordance with the terms of the Plan,
the number of shares reserved for future issuances under the Plan shall increase by a number equal to 1.5% of the total number
of outstanding shares on the last day of the immediately preceding calendar year, on the first day of each calendar year during
the term of the Plan beginning in 2015, or such lesser number of Class A ordinary shares as determined by our board of directors.
As a result, at the beginning of 2015, the maximum aggregate number of shares which may be issued pursuant to all awards under
the Plan increased by 2,645,628 Class A ordinary shares.
In addition, in connection with the Registrant’s
acquisition of a strategic stake in Falcon View Technology Limited, or Ganji, the holding company of the PRC entities operating
Ganji.com
, in April 2015, the Registrant’s board of directors approved and authorized an amendment to the Plan, further
increasing the maximum aggregate number of shares which may be issued pursuant to all awards under the Plan by an additional 7,000,000
Class B ordinary shares, reserved for future grants.
Pursuant to the memorandum
and articles of association of the Registrant, each Class B ordinary share is convertible into one Class A ordinary share
at any time by the holder thereof, and upon any transfer of Class B ordinary shares by a holder to any person or entity which
is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the
equivalent number of Class A ordinary shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item
3.
Incorporation of Documents by Reference
The following documents previously filed
by 58.com Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated
by reference herein:
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(a)
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The Registrant’s annual report on Form 20-F for the year ended December 31, 2014, filed with the Commission on April
29, 2015; and
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(b)
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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. 001-36140) filed with the Commission on October 17, 2013, including any amendment and report subsequently
filed for the purpose of updating that description.
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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 (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
4.
Description of Securities
Not applicable.
Item
5.
Interests of Named Experts and Counsel
Not
applicable.
Item 6.
Indemnification
of Directors and Officers
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated articles of association,
adopted by its shareholders on September 26, 2013, provide that the Registrant shall indemnify its directors and officers against
actions, costs, charges, losses, damages and expenses incurred by such persons in their capacity as such, except through their
own willful neglect or default.
Pursuant to the indemnification agreements,
the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No.
333-191424), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred
by such persons in connection with claims made by reason of their being such a director or officer.
The Underwriting Agreement, the form of
which was filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-191424),
and the Underwriting Agreement, the form of which was filed as Exhibit 1.1 to the Registrant’s registration statement on
Form F-1, as amended (File No. 333-194610), also provide for indemnification of the Registrant and its directors and officers for
certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused
by information relating to the underwriters furnished to the Registrant in writing expressly for use in the respective registration
statement and certain other disclosure documents.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors
and officers liability insurance policy for its directors and officers.
Item 7.
Exemption From Registration
Claimed
Not applicable.
Item
8.
Exhibits
See the Index to Exhibits attached hereto.
Item
9.
Undertakings
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement;
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provided
,
however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, China, on June 17, 2015.
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58.com Inc.
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By:
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/s/ Jinbo
Yao
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Name:
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Jinbo Yao
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints, severally and not jointly, each of Mr. Jinbo Yao and Mr.
Hao Zhou, with full power to act alone, as his 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.
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Signature
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Title
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Date
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/s/
Jinbo Yao
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Chairman of the Board of Directors
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Jinbo
Yao
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and
Chief Executive Officer
(principal executive officer)
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June
17, 2015
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/s/
Hao Zhou
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Chief Financial Officer
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Hao
Zhou
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(principal
financial and accounting
officer)
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June
17, 2015
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/s/
Xiaoguang Wu
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Director
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Xiaoguang
Wu
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June
17, 2015
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/s/
Wensheng Cai
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Director
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Wensheng
Cai
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June
17, 2015
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/s/
Dong Yang
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Director
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Dong
Yang
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June
17, 2015
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/s/
Frank Lin
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Director
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Frank
Lin
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June
17, 2015
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/s/
Julian Cheng
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Director
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Julian
Cheng
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June
17, 2015
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/s/
Herman Yu
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Director
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Herman
Yu
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June
17, 2015
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/s/
Richard Weidong Ji
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Director
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Richard
Weidong Ji
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June
17, 2015
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of 58.com Inc. has signed this registration statement
or amendment thereto in New York on June 17, 2015.
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Authorized U.S. Representative
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By:
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/s/ Giselle Manon
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Name: Giselle Manon, on behalf of Law
Debenture Corporate Services Inc.
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Title: Service of Process Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-191424))
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4.2
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Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-191424))
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4.3
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Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts (incorporated herein by reference to Exhibits 4.3 to the registration statement on Form S-8 (File No. 333-194873)
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5.1*
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Opinion of Conyers Dill & Pearman (Cayman) Limited, regarding the legality of the ordinary shares being registered
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10.1
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2013 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-191424))
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10.2*
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Amendment No. 1 to the 2013 Share Incentive Plan
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23.1*
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Consent of PricewaterhouseCoopers Zhong Tian LLP
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23.2*
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Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5.1)
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24.1*
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Powers of Attorney (included on signature page hereto)
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___________
* Filed herewith.
Exhibit 5.1
17 June 2015
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58.com Inc.
Block E
The North America International Business Center
Yi 108 Beiyuan Road
Chaoyang District
Beijing 100101
People’s Republic of China
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OUR REF: AC/al/10188607
(M#821209)
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Dear Sirs
58.com Inc. (the "Company")
We have acted as special Cayman Islands
legal counsel to the Company in connection with a registration statement on Form S-8 to be filed by the Company with the United
States Securities and Exchange Commission (the “
Commission
”) on 17 June 2015 (the “
Registration Statement
”,
which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit
or schedule thereto), relating to the registration of an aggregate of 9,645,628 ordinary shares of par value of US$0.00001 per
share comprising 2,645,628 class A ordinary shares of par value of US$0.00001 per share (the “
Class A Ordinary Shares
”)
and 7,000,000 class B ordinary shares of par value of US$0.00001 per share (the “
Class B Ordinary Shares
”) of
the Company (Class A Ordinary Shares and Class B Ordinary Shares are collectively, the “
Shares
”) to be issued
pursuant to the Company’s 2013 Share Incentive Plan (the “
Plan
”
,
which term does not include any
other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion,
we have examined and relied upon copies of the following documents:
(i) the Registration Statement; and
(ii) the Plan.
We have also reviewed and relied upon (1)
the Third Amended and Restated Memorandum and Articles of Association of the Company, (2) copies of the written resolutions of
all the members of the Company and the written resolutions of all the directors of the Company both passed on 26 September 2013,
a copy of the minutes of a meeting of the board of directors held on 16 April 2015 and a copy of the written resolutions of all
the directors of the Company passed on 22 May 2015 (collectively, the “
Resolutions
”), (3) a certificate of good
standing of the Company dated 2 June 2015 (the “
Certificate Date
”) and (4) such other documents and made such
enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and
authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified) examined
by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness
of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (c) that the Resolutions
were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full
force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than
the Cayman Islands, which would have any implication in relation to the opinions expressed herein, and (e) that upon issue of any
shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to
at least the par value thereof; (f) the validity and binding effect under the laws of the United States of America of the Registration
Statement and that the Registration Statement will be duly filed with the Commission; (g) that on the date of issuance of any of
the Shares, the Company will have sufficient authorised but unissued Shares, (h) that on the date of issuance of any award under
the Plan, the Company will be able to pay its liabilities as they become due; and (i) all options and awards granted under the
Plan are or were duly authorised in accordance with the terms of the Plan and the number of options and awards granted under the
Plan are or were within the limit (if any) provided under the Plan.
We express no opinion with respect to the
issuance of Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Shares following the commencement
of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands
and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely
for the purposes of the filing of the Registration Statement and the issuance of the Shares by the Company and is not to be relied
upon in respect of any other matter.
On the basis of and subject to the foregoing,
we are of the opinion that:
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1.
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As at the Certificate Date, the Company is duly incorporated and existing under the laws of the
Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority
or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby
cease to exist under the laws of the Cayman Islands).
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2.
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The Shares, when issued and paid for in accordance with the Plan, will be validly issued, fully
paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof
in connection with the issue or holding of such shares).
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We hereby consent to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we
are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent
is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully
/s/ Conyers Dill & Pearman
Conyers
Dill & Pearman
Exhibit
10.2
58.com
Inc.
AMENDMENT NO.1 TO
The
2013 SHARE INCENTIVE PLAN
This Amendment (“
Amendment
”) to the 2013
Share Incentive Plan (the “
Plan
”) of 58.com Inc. (the “
Company
”) is effective as of April
16, 2015.
1.
Pursuant to the written resolution of the board of directors of the Company dated as of April 16, 2015, effective on the
date first set forth above, Section 3.1(a) of the Plan shall be amended in its entirety to provide as follows:
“Subject
to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Share Options) shall initially be 2,800,000 Class A ordinary shares, plus an annual increase of 1.5% of the
total outstanding share capital as of December 31 of the immediately preceding calendar year on the first day of each fiscal year,
beginning in 2015, or such lesser number of Class A ordinary shares as determined by the board of directors of the Company. For
the avoidance of doubt, the increase of number of Shares for the year of 2015 shall consist of (i) 1.5% of the total outstanding
share capital as of December 31, 2014, and (ii) 7,000,000 Class B ordinary shares.”
2.
Notwithstanding the foregoing, except as amended hereby, each of the provisions of the Plan shall remain in full force and
effect, and this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Plan except
as specifically provided herein.
3.
This Amendment shall be construed in accordance with and governed by the laws of the Cayman Islands.
