TAL Education Group — Regulatory Filings 2011

Feb 11, 2011

S-8 1 h04800sv8.htm FORM S-8 Form S-8 PAGEBREAK

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As filed with the Securities and Exchange Commission on February 11, 2011

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TAL Education Group

(Exact name of registrant as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 People’s Republic of China +86 (10) 5292 6669 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

2010 Share Incentive Plan (Full title of the plan)

Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th 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.

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

Copies to:

Joseph Kauffman Chief Financial Officer TAL Education Group 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 People’s Republic of China +86 (10) 5292 6669 Z. Julie Gao, 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

CALCULATION OF REGISTRATION FEE

Title of Securities to be	Amount to be	Proposed Maximum — Aggregate Offering	Proposed Maximum — Aggregate Offering	Amount of — Registration
Registered (1)	Registered (2)	Price per Share (3)	Price	Fee
Class A Common
Shares, par value
$0.001 per share	18,750,000	$ 6.40	$ 120,000,000	$ 13,932.00

| (1) | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs,
each of which represents two Class A common shares. 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 (333-169777). |
| --- | --- |
| (2) | Represents 5,419,500 Class A common shares issuable upon vesting of restricted shares granted
under the 2010 Share Incentive Plan (the “Plan”) and 13,330,500 Class A common shares reserved
for future awards under the Plan. 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 Plan. Any Class A common
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 Class A common shares that may be issued under the
Plan. |
| (3) | In accordance with Rule 457(h), the maximum offering price per share has been calculated
pursuant to Rule 457(c) based on the average of the high and low prices for the Registrant’s
ADSs listed on the New York Stock Exchange on February 10, 2011. Offering prices are estimated
solely for the purpose of calculating the registration fee. |

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TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6.Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.3
EX-5.1
EX-23.1

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link1 " PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS"

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

link2 "Item 1. Plan Information*"

Item 1. Plan Information*

link2 "Item 2. Registrant Information and Employee Plan Annual 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 covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.

link1 " PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

link2 "Item 3. Incorporation of Documents by Reference"

Item 3. Incorporation of Documents by Reference

The following documents previously filed by TAL Education Group (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

| (a) | The Registrant’s prospectus dated October 19, 2010 filed with the Commission on
October 20, 2010 pursuant to Rule 424(b)(4) under the Securities Act; and |
| --- | --- |
| (b) | The description of the Registrant’s Class A common shares incorporated by
reference in the Registrant’s registration statement on Form 8-A (File No. 001-34900)
filed with the Commission on October 6, 2010, including any amendment and report
subsequently filed for the purpose of updating that description. |

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.

link2 "Item 4. Description of Securities"

Item 4. Description of Securities

Not applicable.

link2 "Item 5. Interests of Named Experts and Counsel"

Item 5. Interests of Named Experts and Counsel

Not applicable.

link2 "Item 6.Indemnification of Directors and Officers"

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 fourth amended and restated articles of association, adopted by its shareholders on September 29, 2010, provides that the Registrant shall indemnify its directors and officers against

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actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred by such persons in their capacity as such, except through their own dishonesty, willful default or fraud.

Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.5 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-169650), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims arising from their services as directors or officers of the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the aforementioned agreement, 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.

link2 "Item 7. Exemption From Registration Claimed"

Item 7. Exemption From Registration Claimed

Not applicable.

link2 "Item 8. Exhibits"

Item 8. Exhibits

See the Index to Exhibits attached hereto.

link2 "Item 9. Undertakings"

Item 9. 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 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 |
| (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 that information in the registration statement; |

| | 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; |
| --- | --- |
| (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 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

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| | 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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link1 " SIGNATURES"

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 February 11, 2011.

/s/ Bangxin Zhang
Name:	Bangxin Zhang
Title:	Chairman and 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 Bangxin Zhang and Joseph Kauffman, with full power to act alone, as his or her 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 or she 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.

Signature	Title	Date
/s/ Bangxin Zhang		February 11, 2011
Bangxin Zhang	Chairman and Chief Executive Officer
	(principal executive officer)
/s/ Yundong Cao		February 11, 2011
Yundong Cao	Director and President
/s/ Jane Jie Sun		February 11, 2011
Jane Jie Sun	Director
/s/ Wai Chau Lin		February 11, 2011
Wai Chau Lin	Director
/s/ Joseph Kauffman
Joseph Kauffman	Chief Financial Officer	February 11, 2011
	(principal financial and accounting officer)

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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 TAL Education Group has signed this registration statement or amendment thereto in New York on February 11, 2011.

/s/ Kate Ledyard
Name:	Kate Ledyard, On behalf of Law Debenture Corporate Services Inc.
Title:	Manager

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link1 " EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit Number	Description
4.1	Fourth 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 the Form F-1/A, filed with the Commission on
October 6, 2010 (File No. 333-169650))
4.2	Form of Class A Common Share Certificate (incorporated
herein by reference to Exhibit 4.1 to the Registrant’s
registration statement on Form F-1, filed with the
Commission on September 29, 2010 (File No. 333-169650))
4.3*	Deposit Agreement among the Registrant, JPMorgan Chase
Bank, N.A. as depositary, and holders and beneficial owners
of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder
4.4*	Form of American Depositary Receipt evidencing American
Depositary Shares (included in Exhibit 4.3)
5.1*	Opinion of Maples and Calder, Cayman Islands counsel to the
Registrant, regarding the legality of the Class A common
shares being registered
10.1	2010 Share Incentive Plan (incorporated herein by reference
to Exhibit 10.1 to the Registrant’s registration statement
on Form F-1, filed with the Commission on September 29,
2010 (File No. 333-169650))
23.1*	Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2*	Consent of Maples and Calder (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page hereto)

• Filed herewith.

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