As filed with the Securities and Exchange Commission on July 30, 2013

Registration No. 333-136051

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LJ International Inc.

(Exact name of registrant as specified in its charter)

 

 

 

British Virgin Islands		Not Applicable
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Unit #12, 12/F, Block A, Focal Industrial Centre

21 Man Lok Street, Hung Hom, Kowloon, Hong Kong

Phone: +852-2764-3622

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

LJ International Inc.

2005 Stock Compensation Plan

(Full Title of the Plan)

 

 

Andrew N. Bernstein, Esq.

Andrew N. Bernstein, P.C.

8101 East Prentice Avenue, Suite 890

Greenwood Village, Colorado 80111

(303) 770-7131

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

 

 

 

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DEREGISTRATION OF SECURITIES

LJ International Inc. (“LJ International” or the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister all unsold securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2006, File No. 333-136051 (the “Registration Statement”), with respect to common stock of the Registrant, par value $0.01 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Registrant’s 2005 Stock Compensation Plan (the “2005 Plan”). A total of 4,000,000 shares of Common Stock were initially registered for issuance under the Registration Statement.

Flora Bloom Holdings (“Parent”), Flora Fragrance Holdings Limited (“Merger Sub”) and the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) on March 22, 2013. On July 9, 2013, at an extraordinary general meeting, the shareholders of the Registrant voted to adopt the Merger Agreement, as contemplated by the Merger Agreement. On July 30, 2013, LJ International and Merger Sub filed Articles of Merger with the British Virgin Islands Registrar of Corporate Affairs which was received by the Registrar as of July 30, 2013 (the “Effective Time”), pursuant to which Merger Sub was merged with and into LJ International, with LJ International continuing as the surviving corporation (the “Merger”).

As a result of the Merger, the Registrant has terminated all offerings of the Common Stock pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, all of the shares of Common Stock registered under the Registration Statement that remained unsold as of the Effective Time.

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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 the Hong Kong Special Administrative Region on July 30, 2013.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2013.

 

Signature		Capacity
/s/ Yu Chuan YIH Yu Chuan YIH		Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)
/s/ Hon Tak Ringo NG Hon Tak Ringo NG		Chief Financial Officer and Director (principal financial and accounting officer)
/s/ Ka Man AU Ka Man AU		Chief Operating Officer, Secretary and Director
/s/ Xiang Xiong DENG Xiang Xiong DENG		Director
/s/ Jin WANG Jin WANG		Director
/s/ Jieyun YU Jieyun YU		Director
/s/ Andrew N. BERNSTEIN Andrew N. BERNSTEIN		Director and U.S. Authorized Representative