As filed with the Securities and Exchange Commission on August 5, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Qihoo 360 Technology Co. Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
Building No. 2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015, People’s Republic of China
Telephone number: +86-10-5878-1000
(Address of principal executive offices and zip code)
Qihoo 360 Technology Co. Ltd. 2011 Share Incentive Plan
(Full title of the plans)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036-8401
(Name and address of agent for service)
800-927-9800
(Telephone number, including area code, of agent for service)
Copies to:
David T. Zhang
Fan Zhang
Kirkland &Ellis
26/F Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852- 3761-3300
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 x | Accelerated filer o | |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||||||
| Ordinary shares, $0.01 par value per share (3) |
13,151,463 shares |
$61.03 | $535,089,191 | $72,987 | ||||||||
(1) Represents an automatic increase to the number of shares available for issuance under the 2011 Share Incentive Plan (the “2011 Plan”) of Qihoo 360 Technology Co. Ltd. (the “Company”) effective January 1, 2012 and January 1, 2013. Shares available for issuance under the 2011 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2011 (Registration No. 333-174444). In accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any additional ordinary shares which become issuable under the 2011 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.
(2) Calculated solely for the purpose of this offering under Rules 457(c) and (h) of the Securities Act based on the average of the high and low prices for the Company’s American Depositary Shares, or ADSs, as quoted on the New York Stock Exchange on July 29, 2013.
(3) These ordinary shares may be represented by the Company’s ADSs, every two ADSs representing three Class A ordinary shares. The Company’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6/A (Registration No. 333-172867).
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Company is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 13,151,463 additional Class A ordinary shares under the Company's 2011 Share Incentive Plan, pursuant to the provisions of this plan providing for automatic increases in the number of shares reserved for issuance under such plan. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on May 24, 2011 (Registration No. 333-174444).
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 August 5, 2013.
| Qihoo 360 Technology Co. Ltd. | ||||
| By | : | /s/ Hongyi Zhou | ||
| Name | : | Hongyi Zhou | ||
| Title | : | Chairman and chief executive officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Hongyi Zhou and Alex Zuoli Xu, 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 | ||
| Chairman and chief executive officer | August 5, 2013 | |||
| /s/ Hongyi Zhou | (principal executive officer) | |||
| Name: Hongyi Zhou | ||||
| Co-Chief financial officer (principal | August 5, 2013 | |||
| /s/ Alex Zuoli Xu | financial and accounting officer) | |||
| Name: Alex Zuoli Xu |
| Signature | Title | Date | ||
|
|
||||
| /s/ Xiangdong Qi | Director | August 5, 2013 | ||
| Name: Xiangdong Qi | ||||
| /s/ Shu Cao | Director | August 5, 2013 | ||
| Name: Shu Cao | ||||
| /s/ Neil Nanpeng Shen | Director | August 5, 2013 | ||
| Name: Neil Nanpeng Shen | ||||
| /s/ Wenjiang Chen | Director | August 5, 2013 | ||
| Name: Wenjiang Chen | ||||
| /s/ Hong Chuan Thor | Director | August 5, 2013 | ||
| Name: Hong Chuan Thor | ||||
| /s/ Ming Huang | Director | August 5, 2013 | ||
| Name: Ming Huang | ||||
| /s/ Shujun Li | Director | August 5, 2013 | ||
| Name: Shujun Li | ||||
| /s/ William Mark Evans | Director | August 5, 2013 | ||
| Name: William Mark Evans |
| Signature | Title | Date | ||
|
/s/ Diana Arias |
||||
| Name: Diana Arias Title: Law Debenture Corporate Services Inc. |
Authorized U.S. Representative | August 5, 2013 |
QIHOO 360 TECHNOLOGY CO. LTD.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement of the Company on Form F-1, as amended (Registration No. 333-172816)) | |
| 4.2 | Deposit Agreement among the Company, the depositary and holder of the American Depositary Shares issued thereunder (incorporated by reference to Exhibit 4.3 to the Registration Statement of the Company on Form F-1, as amended (Registration No. 333-172816)) | |
| 5.1* | Opinion of Maples and Calder, counsel to the Company, regarding the legality of the Ordinary Shares | |
| 23.1* | Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm | |
| 23.2* | Consent of Maples and Calder (included in opinion filed as Exhibit 5.1) | |
| 24.1* | Powers of attorney (included on signature pages) | |
| 99.1 | 2011 Share Incentive Plan (incorporated by reference to Exhibit 10.60 to the Registration Statement of the Company on Form F-1, as amended (Registration No. 333-172816)) |
* Filed herewith.
Exhibit 5.1
MAPLES
| Our Ref |
JJH/616655/6280341v1 |
| Direct tell | +852 3690 7444 |
| jack.huang@maplesandcalder.com |
Qihoo 360 Technology Co. Ltd. Building No.2
6 Jiuxianqiao Road, Chaoyang District
Beijing 100015, People's Republic of China
5 August 2013
Dear Sirs
Qihoo 360 Techology Co. Ltd.
We have examined the Registration Statement on Form S-8 to be filed by Qihoo 360 Technology Co. Ltd., a Cayman Islands exempted company incorporated with limited liability (the "Company"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of 13,151,463 Class A Ordinary Shares of par value US$0.001 in the capital of the Company (the "Shares") for issuance pursuant to the Company's 2011 Share Incentive Plan (the "Plan").
As Cayman Islands counsel to the Company, we have examined the corporate authorisations of the Company in connection with the Plan and the issue of the Shares by the Company and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorising their issue.
It is our opinion that the Shares to be issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Company, will be legally issued and credited as fully paid and non-assessable (meaning that no further sums are payable to the Company with respect to the holding of such Shares).
This opinion is subject to the qualification that under the Companies Law (2012 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2012 Revision) directs or authorises to be inserted therein. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully,
/s/ Maples and Calder
Maples and Calder
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 19, 2013, relating to the consolidated financial statements and the related financial statement schedule of Qihoo 360 Technology Co. Ltd., its subsidiaries, its variable interest entities (“VIEs”), and VIEs’ subsidiaries (collectively, the “Group”) and the effectiveness of the Group’s internal control over financial reporting, appearing in the annual report on Form 20-F of Qihoo 360 Technology Co. Ltd. for the year ended December 31, 2012.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Beijing, the People’s Republic of China
August 5, 2013