UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
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North
Carolina
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56-2012361
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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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58
Heng Shan Road, Kun Lun Shopping Mall
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Harbin,
the People’s Republic of China
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150090
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2009
Incentive Stock Plan
(Full
Title of Plan)
Mr.
Xiqun Yu
58
Heng Shan Road, Kun Lun Shopping Mall
Harbin,
The People’s Republic of China 150090
(Name and address of
agent for service)
011-86-451-8233-5794
(Telephone
number, including area code, of agent for service)
Copies
to:
Benjamin
A. Tan
Sichenzia
Ross Friedman Ference LLP
61
Broadway 32nd
Floor
New
York, NY 10006
Tel
(212) 930-9700
Fax
(212) 930-9725
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.
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o (Do not
check if a smaller reporting company)
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Smaller
reporting company x
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CALCULATION
OF REGISTRATION FEE
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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 $0.001
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1,000,000 |
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$ |
3.00 |
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$ |
3,000,000 |
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$ |
167.40 |
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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 China Education Alliance, Inc., a
North Carolina 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 average bid and asked price of the Registrant’s common stock as
reported on the Over-The-Counter Bulletin Board on June 17,
2009.
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EXPLANATORY
NOTE
This
Registration Statement is being filed to register the grant of up to 1,000,000
shares of common stock of China Education Alliance, Inc, par value $0.001 per
share, to certain employees of the Company either as stock 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:
Securities
Liaison Officer
China
Education Alliance, Inc.
58 Heng
Shan Road, Kun Lun Shopping Mall
Harbin,
The People’s Republic of China 150090
Tel: 011-86-451-8233-5794
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) The
Registrant’s annual report on Form 10-K filed on March 30, 2009, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
containing audited financial information for the Company’s fiscal year ended
December 31, 2008.
(b) The
Registrant’s quarterly report on Form 10-Q filed on May 15, 2009, and Current
Reports on Forms 8-K filed on April 1, May 19, May 28, 2009, and June 17, 2009,
pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the Registrant’s document referred to in (a)
above.
(c) The
description of the Registrant’s common stock contained in the Registrant’s
Registration Statement on Form 10-SB/A filed on March 26, 2007, pursuant to
Section 12 of the Exchange Act.
All
documents subsequently filed with the Commission 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
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.
Section
16:21, et seq. of the North Carolina Business Corporation Act, as amended,
provides for broad indemnification of directors, officers and employees subject
to certain exceptions. A North Carolina corporation may indemnify an individual
who is made a party to a proceeding if he conducted himself in good faith, and
he reasonably believed that his conduct was in its best interests and that his
conduct was at least not opposed to its best interests. However, a corporation
cannot indemnify in connection with a proceeding by or in the right of the
corporation in which a director was adjudged liable to the corporation or any
other proceeding charging improper personal benefit to him. Section 17:12 of the
North Carolina Business Corporation Act provides for mandatory indemnification
of officers to be the same extent as a director, unless on account of his
activities which were, at the time taken, known or believed by him to be clearly
in conflict with the best interest of the corporation.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to the Company’s directors, officers and controlling
persons pursuant to the provisions above, or otherwise, the Company 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, as amended, and is, therefore, unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by the Company of expenses incurred or paid by one of the Company’s
directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding, is asserted by one of the Company’s directors,
officers, or controlling person in connection with the securities being
registered, the Company 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 is against public policy
as expressed in the Securities Act of 1933, as amended, and it will be governed
by the final adjudication of such issue.
Item
7. Exemption from Registration
Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
No.
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Description
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4.1
5.1
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China
Education Alliance, Inc. 2009 Incentive Stock Option Plan.
Opinion
of Sichenzia Ross Friedman Ference LLP with respect to the legality of the
common stock registered hereby.
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23.1
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Consent
of Sichenzia Ross Friedman Ference LLP (contained in its opinion filed
herewith in Exhibit 5.1).
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23.2
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Consent
of Sherb & Co., LLP.
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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:
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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.
(2) 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.
(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.
(4) 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.
(5) 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 Harbin, the People’s Republic of China, on June 18, 2009.
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CHINA
EDUCATION ALLIANCE, INC.
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By:
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/s/
Xiqun Yu
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Xiqun
Yu |
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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 date
indicated.
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By:
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/s/
Xiqun Yu
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Xiqun
Yu |
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Chief
Executive Officer and Director
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By:
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Liansheng
Zhang |
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Chief
Executive Officer and
Director
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