As filed with the Securities and Exchange Commission on August 13, 2010

Registration No.                

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

ATA Inc.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands (State or Other Jurisdiction of Incorporation or Organization)		Not Applicable (I.R.S. Employer Identification No.)

8th Floor, Tower E
6 Gongyuan West Street,
Jian Guo Men Nei
Beijing 100005, China
(Address, Including Zip Code, of Principal Executive Offices)

(Full Title of the Plan)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

David Johnson, Esq. O’Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles CA 90067-6035 (310) 553-6700		David Roberts, Esq. O’Melveny & Myers LLP 37th Floor, Yin Tai Center, Office Tower 2 Jian Guo Men Wai Avenue Beijing 100022, China +86-10-6563-4209

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 þ
Non-accelerated filer o		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Title of

Amount

Offering

Aggregate

Amount Of

Securities

To Be

Price

Offering

Registration

To Be Registered

Registered

Per Share

Price

Fee

Common Shares, $0.01 par value per share, Issuable Under the ATA Inc. 2008 Employee Share Incentive Plan

336,307(1)(2) shares

$1.53(3)

$514,550(3)

$37(3)

     The Exhibit Index for this Registration Statement is at page 7.

 

 

EXPLANATORY NOTE

     This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to Form S-8.

     

PART I

INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference

     The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

	(a)		The Company’s Registration Statements on Form S-8, filed with the Commission on April 17, 2008 (Commission File No. 333-150287) and February 23, 2009 (Commission File No. 333-157463);
	(b)		The Company’s Annual Report on Form 20-F for its fiscal year ended March 31, 2010, filed with the Commission on July 7, 2010 (Commission File No. 001-33910); and
	(c)		The description of the Company’s Common Shares and ADSs contained in the Company’s Registration Statement on Form 8-A (Commission File No. 001-33910), originally filed with the Commission on January 10, 2008 and as subsequently amended.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date hereof, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 or is 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 amended, to constitute a part of this Registration Statement.

Item 5.      Interests of Named Experts and Counsel

     Not applicable.

Item 8.      Exhibits

     See the attached Exhibit Index at page 7, which is incorporated herein by reference.

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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on August 13, 2010.

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Kevin Xiaofeng Ma as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 attorney-in-fact and agent 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 attorney-in-fact and agent, 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 the dates indicated.

Signature		Title		Date
/s/ Kevin Xiaofeng Ma   Kevin Xiaofeng Ma		Chairman and Chief Executive Officer (Principal Executive Officer)		August 13, 2010
/s/ Walter Lin Wang   Walter Lin Wang		Director and President		August 13, 2010

Signature		Title		Date
/s/ Andrew Yan   Andrew Yan		Director		August 13, 2010
/s/ Hope Ni   Hope Ni		Director		August 13, 2010
/s/ Alec Tsui   Alec Tsui		Director		August 13, 2010
/s/ Benson Tsang   Benson Tsang		Chief Financial Officer (Principal Financial and Accounting Officer)		August 13, 2010

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration statement in Newark, Delaware on August 13, 2010.

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
4.1		ATA Inc. 2008 Employee Share Incentive Plan (Incorporated by Reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the Commission on January 8, 2008 (registration number 333-148512)).
5.1		Opinion of Conyers Dill & Pearman (opinion re legality).
23.1		Consent of KPMG.
23.2		Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1		Power of Attorney (included in this Registration Statement under “Signatures”).