Securities Registration: Employee Benefit Plan (s-8)
December 30 2016 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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90-0648920
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(State
of other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
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214181
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Cleantech
Solutions International, Inc.
2016
Long-Term Incentive Plan
(Full
Title of Plan)
Jianhua
Wu
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No.
9 Yanyu Middle Road, Qianzhou Village, Huishan District; Wuxi City
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Jiangsu
Province, People’s Republic of China 214181
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(Name
and address of agent for service)
(86)
510-8339-7559
(Telephone
number, including area code, of agent for service)
Copies
to:
Asher
S. Levitsky P.C.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas; Suite 1100
New
York, NY 10101-0302
Tel
(212) 370-1300
Fax
(212) 370-7889
Email:
alevitsky@egsllp.com
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 ☐
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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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CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share (2)
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock, par value $0.001
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500,000
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$
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0.66
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$
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330,000
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$
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38.25
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(1)
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Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common
stock of Cleantech Solutions International, Inc.., a Nevada corporation (the “Registrant” or the “Company”),
which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction which results
in an increase in the number of outstanding shares of the Registrant’s common stock.
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(2)
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Estimated
in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating
the registration fee. The computation is based on the closing stock price as reported
on the Nasdaq Stock Market on December 24, 2016.
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EXPLANATORY
NOTE
This
Registration Statement is being filed to register the grant of up to 500,000 shares of common stock of Cleantech Solutions International,
Inc., par value $0.001 per share, to certain employees of the Company either as stock grants or stock options, and the subsequent
exercise of any stock options.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
The
documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended as of the date of this Registration Statement (the “Securities
Act”). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible
employees pursuant to Rule 428(b) or additional information about the Offering are available without charge by contacting:
Corporate
Secretary
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, the People’s Republic of China 214181
+(86)
510-8339-7559
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents and information heretofore filed with the Commission by the Registrant are incorporated herein by reference
in this registration statement:
(a)
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The
Registrant’s
annual report on Form 10-K for the year ended December 31, 2015, filed on March 30, 2016.
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(b)
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The
Registrant’s
quarterly reports on Form 10-Q for:
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the
quarter ended March 31, 2016, filed May 16, 2016
the
quarter ended June 30, 2016, filed August 12, 2016
the
quarter ended September 30, 2016, filed November 14, 2016:
(c)
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The
Registrant’s
current report on Forms 8-K filed on the following dates:
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January
4, 2016
March
3, 2016
March
25, 2016
March
31, 2016
May
19, 2016
June
10, 2016
June
17, 2016
June
24, 2016
June
27, 2016
July
22, 2016
August
17, 2016
November
16, 2016
November
22, 2016
(d)
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The description
of the Registrant’s common stock contained in the Registrant’s prospectus dated June 13, 2013 filed on June 18, 2013.
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All
documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining unsold under this Registration Statement, 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 contained herein or 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 or is deemed to be incorporated by reference herein modifies or supersedes
such earlier statement. Any 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.
The
class of securities to be offered is registered under Section 12 of the Exchange Act and accordingly, no information under Item
202 of Regulation S-K is required.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
Our
articles of incorporation and by-laws provide that we will indemnify and hold harmless our officers and directors to the fullest
extent permitted by law. Our articles of incorporation also provide that, except as otherwise provided by law, no director or
officer is individually liable to us or our stockholders or creditors for any damages as a result of any act or failure to act
in his or her capacity as a director or officer unless it is proven that (a) the director’s or officer’s act or failure
to act constituted a breach of his or her fiduciary duties as a director or officer and (b) the breach of those duties involved
intentional misconduct, fraud or a knowing violation of law.
Nevada
Revised Statutes Section 78.7502 gives us broad authority to indemnify our officers and directors. under certain prescribed circumstances
and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which
a person is a party by reason of being a director or officer it is determined that such person acted in accordance with the applicable
standard of conduct set forth in such statutory provisions.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”)
may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
No.
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Description
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4.1
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Cleantech
Solutions International, Inc. 2016 Long Term Incentive Plan (filed as appendix A to the
Registrant’s definitive proxy statement which was filed with the Commission on
October 3, 2016 and incorporated hereby by reference).
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5.1
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Opinion
of Ellenoff Grossman & Schole LLP with respect to the legality of the common stock registered hereby.
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23.1
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Consent
of Ellenoff Grossman & Schole LLP (contained in its opinion filed herewith in Exhibit
5.1).
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23.2
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Consent
of RBSM LLP.
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Item 9. Undertakings.
(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 of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
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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 such information in the registration statement.
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Provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is on Form S-8, and 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 of 1934 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 of 1933, 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) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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 the City of Wuxi, People’s Republic of China, on this 29
th
day of December, 2016.
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CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
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By:
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/s/ Jianhua Wu
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Jianhua
Wu, Chief Executive Officer
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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. Each person whose signature appears below hereby authorizes Jianhua Wu 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 to this report, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission.
Signature
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Title
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Date
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/s/
Jianhua Wu
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Chief
Executive Officer,
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December
29, 2016
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Jianhua
Wu
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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/s/
Wanfen Xu
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Chief
Financial Officer
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December
29, 2016
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Wanfen
Xu
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(Principal
Financial and Accounting Officer)
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/s/
Furen Chen
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Director
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December
29, 2016
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Furen
Chen
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/s/
Xi Liu
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Director
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December
29, 2016
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Xi
Liu
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/s/
Chengqing Tang
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Director
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December
29, 2016
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Chengqing
Tang
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/s/
Baowen Wang
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Director
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December
29, 2016
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Baowen
Wang
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