As filed with the Securities and Exchange Commission on July 8, 2014

Registration No. 333-       

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

 

IKANG HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

B-6F, Shimao Tower

92A Jianguo Road

Chaoyang District, Beijing 100022

People’s Republic of China

(Address of principal executive offices, including zip code)

 

 

iKang Healthcare Group, Inc. Share Incentive Plan adopted as of February 2013

iKang Healthcare Group, Inc. Share Incentive Plan adopted as of April 2013

iKang Healthcare Group, Inc. Share Incentive Plan adopted as of March 2014

iKang Healthcare Group, Inc. Option Offering Agreements

iKang Healthcare Group, Inc. Purchase Warrant Agreements

(Full title of the plan)

 

 

Law Debenture Corporate Services Inc.

400 Madison Avenue, Suite 4D

New York, NY 10017

+1 212 750 6474

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

 

 

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. (Check one):

 

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered(1)			Amount to be registered(2)				Proposed maximum offering price per share				Proposed maximum aggregate offering price				Amount of registration fee(3)(4)
Class A common shares, par value US $0.01 per common share
			1,620,000	(3)			$19.2050	(3)			$31,112,100.00	(3)			$4,007.24
			1,828,698	(4)			$4.7134	(4)			$8,619,415.87	(4)			$1,110.18
TOTAL			3,448,698				—				$39,731,515.87				$5,117.42

(1)    These Class A common shares may be represented by the Registrant’s American depositary shares (“ADSs”). Each Class A common share is represented by two ADSs.  The Registrant’s ADSs issuable upon deposit of the Class A common shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-194786).

(2)    Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plans and agreements (the “Plans”).

(3)    These Class A common shares to be registered are reserved for future grants under the Plans.  Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price, per share and in the aggregate, and the related portion of the aggregate registration fee in respect of the Class A common shares available for such future awards were determined upon the basis of the average of the high price and the low price of the Registrant’s ADSs reported on the NASDAQ Global Select Market on July 3, 2014, in accordance with Rule 457(c) under the Securities Act.

(4)    These Class A common shares to be registered represent shares issuable upon exercise of currently outstanding options under the Plans.  Pursuant to Rule 457(h), the proposed maximum offering price per share is the weighted average exercise price of such outstanding options and the proposed maximum aggregate offering price and the related portion of the aggregate registration fee in respect of the Class A common shares underlying such options is calculated based on the product of the 1,828,698 shares issuable upon the exercise of outstanding options under the Plans and the weighted average exercise price of $4.7134, based on exercise prices varying from US$0.01 per share to US$6.00 per share.

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. PLAN INFORMATION*

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the 2007 Share Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents filed with the Securities and Exchange Commission (the “Commission”) by iKang Healthcare Group, Inc. (the “Registrant”) are incorporated herein by reference.

 

(1)   The Registrant’s prospectus dated April 8, 2014 filed with the Commission on April 9, 2014 pursuant to Rule 424(b)(4) under the Securities Act (Securities Act File No. 333-194263); and

 

(2)   The description of the Registrant’s common shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on April 7, 2014, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-36403).

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment 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 herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4.  DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5.  INTEREST 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 officers and directors, 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 or committing a crime. The Registrant’s amended and restated memorandum and articles of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty or fraud.

 

 

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.4 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-194263), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.

 

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable.

 

ITEM 8.  EXHIBITS

 

See the attached Exhibit Index.

 

ITEM 9.  REQUIRED UNDERTAKINGS

 

(a)   The undersigned Registrant hereby undertakes:

 

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; and

 

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 the Registration Statement.

 

(2)   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.

 

(3)   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.

 

(b)   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 Section 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.

 

(c)   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, 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 July 8, 2014.

 

 

	IKANG HEALTHCARE GROUP, INC.
	By:	/s/ LIGANG ZHANG
		Name: Ligang Zhang
		Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Ligang Zhang and Yang Chen, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on July 8, 2014.

 

Signature		Title
/s/ LIGANG ZHANG		Chairman and Chief Executive Officer
Ligang Zhang		(principal executive officer)
/s/ YANG CHEN		Chief Financial Officer
Yang Chen		(principal financial and accounting officer)
/s/ BOQUAN HE		Director
Boquan He
/s/ QING LIU		Director
Qing Liu
/s/ DAVID YING ZHANG		Independent Director
David Ying Zhang
/s/ FEIYAN HUANG		Director
Feiyan Huang
/s/ MINJIAN SHI		Director
Minjian Shi
/s/ THOMAS MCCOY ROBERTS		Independent Director
Thomas McCoy Roberts
/s/ DAQING QI		Independent Director
Daqing Qi
/s/ RUBY LU		Independent Director
Ruby Lu

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in New York, on July 8, 2014.

 

 

	Law Debenture Corporate Services Inc.
	By:	/s/ Diana Arias
		Name: Diana Arias
		Title:   Service of Process Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1, as amended, filed on March 21, 2014) (Securities Act File No. 333-194263)
4.2		Registrant’s Specimen Certificate for Class A Common Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended, filed on March 21, 2014) (Securities Act File No. 333-194263)
4.3		Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. as depositary, and holders and beneficial owners of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1, as amended, filed on March 21, 2014) (Securities Act File No. 333-194263)
4.4		Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3)
5.1*		Opinion of Conyers Dill & Pearman (Cayman) Limited, Cayman Islands counsel to the Registrant, regarding the legality of the securities being registered
23.1*		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm
23.2 *		Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereof)
99.1*		iKang Healthcare Group, Inc. Share Incentive Plan adopted as of March 2014, as amended
99.2*		iKang Healthcare Group, Inc. Share Incentive Plan adopted as of February 2013, as amended
99.3*		iKang Healthcare Group, Inc. Share Incentive Plan adopted as of April 2013, as amended
99.4*		Forms of iKang Healthcare Group, Inc. Option Offering Agreements
99.5*		Form of iKang Healthcare Group, Inc. Purchase Warrant Agreements

 

* Filed herewith

 

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