Registration No. 333-                    

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

SouFun Holdings Limited

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

8/F, T3, Xihuan Plaza
1 Xizhimenwai Avenue
Xicheng District
Beijing 100044
The People’s Republic of China
(86-10) 5930-6600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stock Related Award Incentive Plan of 1999
2010 Stock Incentive Plan
(Full title of the plan)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4^th 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 Securities Exchange Act of 1934.

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

Vincent Mo Executive Chairman SouFun Holdings Limited 8/F, T3, Xihuan Plaza 1 Xizhimenwai Avenue Xicheng District, Beijing 100044 The People’s Republic of China (86-10) 5930-6600		Anthony Root, Esq. Milbank, Tweed, Hadley & McCloy LLP 3007 Alexandra House 18 Chater Road Hong Kong SAR (852) 2971-4888

							Proposed
							Maximum			Proposed Maximum			Amount of
				Amount to be			Offering Price Per			Aggregate			Registration
	Title of Securities to be Registered (1)			Registered (2)			Share			Offering Price			Fee
	Class A Ordinary Shares, par value HK$1.00 per share			548,000 (3)			$0.13 (3)			$71,240			$8.27
	Class B Ordinary Shares, par value HK$1.00 per share			120,000 (3)			$0.13 (3)			$15,600			$1.81
	Class A Ordinary Shares, par value HK$1.00 per share			995,500 (3)			$0.26 (3)			$258,830			$30.05
	Class A Ordinary Shares, par value HK$1.00 per share			219,000 (3)			$0.64 (3)			$140,160			$16.27
	Class A Ordinary Shares, par value HK$1.00 per share			670,000 (3)			$1.97 (3)			$1,319,900			$153.24
	Class B Ordinary Shares, par value HK$1.00 per share			140,000 (3)			$1.97 (3)			$275,800			$32.02
	Class A Ordinary Shares, par value HK$1.00 per share			163,000 (3)			$3.50 (3)			$570,500			$66.24
	Class A Ordinary Shares, par value HK$1.00 per share			2,669,921 (3)			$5.00 (3)			$13,349,605			$1,549.89
	Class B Ordinary Shares, par value HK$1.00 per share			1,754,500 (3)			$5.00 (3)			$8,772,500			$1,018.49
	Class A Ordinary Shares, par value HK$1.00 per share			1,033,659 (3)			$10.00 (3)			$10,336,590			$1,200.08
	Class A Ordinary Shares, par value HK$1.00 per share			3,829,650 (3)			$10.63 (3)			$40,690,031			$4,724.11
	Class A Ordinary Shares, par value HK$1.00 per share			120,000 (4)			$18.14 (4)			$2,176,800			$252.73
	Class A Ordinary Shares, par value HK$1.00 per share			3,656,925 (5)			$18.14 (5)			$66,336,620			$7,701.68
	Total Class A Ordinary Shares			13,785,655 (6)			—			$135,250,276			$15,702.56
	Total Class B Ordinary Shares			2,014,500 (6)			—			$9,063,900			$1,052.32
	Total									$144,314,176			$16,754.88

 

 

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

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

(a)

The Registrant’s prospectus dated September 16, 2010 filed with the Commission on September 17, 2010 pursuant to Rule 424(b)(4) under the Securities Act, as amended, which included the Registrant’s audited financial statements for the year ended December 31, 2009;

(b)

The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-34862) filed with the Commission on September 2, 2010 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment and report subsequently filed for the purpose of updating that description; and

(c)

The Registrant’s report on Form 6-K, furnished to the Commission on February 7, 2011.

     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.

Item 4.     Description of Securities

     As of March 30, 2011, the authorized share capital of the Registrant consists of 600,000,000 shares, of which 50,767,426 shares were designated as Class A ordinary shares of a par value of HK$1.00 each and 25,298,329 shares were designated as Class B ordinary shares of a par value of HK$1.00 each.

Class A ordinary shares

     The description of Class A ordinary shares is set forth under “Description of Share Capital” and “Description of American Depositary Shares” in the Registrant’s registration statement on Form F-1 (File No. 333-169170), originally filed with the Commission on September 2, 2010, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act, which description and prospectus are incorporated herein by reference.

Class B ordinary shares

     Pursuant to the Registrant’s amended and restated articles of association, adopted by its shareholders on August 4, 2010 (the “Articles”) and filed as Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-169170), the Class B ordinary shares shall:

(a)

entitle the holder to ten votes per share;

(b)

entitle the holder to such dividends as the board of directors of the Registrant may from time to time declare;

(c)

in the event of a winding-up or dissolution of the Registrant, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitle to the surplus assets of the Registrant;

(d)

entitle the holder to convert such shares into Class A ordinary shares on a one to one (1:1) basis at any time upon delivery of written notice to the board of directors of the Registrant whereas Class A ordinary shares shall not be convertible into Class B ordinary shares under any circumstances;

(e)

upon any sale, pledge, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity which is not at any time a majority-owned and majority-controlled subsidiary of the Registrant, automatically convert into Class A ordinary shares (and, for the avoidance of doubt, at any time such subsequent holder ceases to be a majority-owned and majority-controlled subsidiary of the Registrant, the Class B ordinary shares held by such holder shall automatically convert into equal number of Class A ordinary shares; and

(f)

generally entitle the holder to enjoy all of the rights attaching to the Class A ordinary shares.

     Subject to the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, the Articles and, where applicable, the rules of the New York Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares of the Registrant, with the written consent of the holders of not less than 50.1% of the issued and outstanding Class B ordinary shares, the unissued shares of the Registrant (whether forming part of the original or any increased capital) shall be at the disposal of the board of directors of the Registrant, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the board of directors of the Registrant may in its absolute discretion determine but so that no shares shall be issued at a discount.

     Except as described above, there are no special rights or restrictions attached to the Class B ordinary shares that are different from those attached to the Class A ordinary shares.

Item 5.     Interests of Named Experts and Counsel

     Not applicable.

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. Article 164 of the Articles provides that the Registrant shall indemnify its directors and officers, for the time being of the Registrant, against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred by such persons in their capacity as such, provided, however, that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the abovementioned persons.

     Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-169170), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

     The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.

Item 7.     Exemption From Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

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 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.

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 March 30, 2011.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Vincent Tianquan Mo, with full power to act alone, as his 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 March 30, 2011.

Signature		Title
/S/ VINCENT TIANQUAN MO   Vincent Tianquan Mo		Executive Chairman
/S/ RICHARD JIANGONG DAI   Richard Jiangong Dai		Director and Chief Executive Officer
/S/ QUAN ZHOU   Quan Zhou		Director
/S/ JEFF XUESONG LENG   Jeff Xuesong Leng		Director
/S/ THOMAS NICHOLAS HALL   Thomas Nicholas Hall		Director
/S/ SAM HANHUI SUN   Sam Hanhui Sun		Independent Director
/S/ SHAN LI   Shan Li		Independent Director
/S/ QIAN ZHAO   Qian Zhao		Independent Director
/S/ KATE LEDYARD   Kate Ledyard, on behalf of Law Debenture Corporate Services Inc. Title: Manager		Authorized U.S. Representative

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-169170))
4.2*		Registrant’s Specimen Certificate for Class A Ordinary Shares
4.3*		Registrant’s Specimen Certificate for Class B Ordinary Shares
5.1*		Opinion of Conyers, Dill & Pearman, Cayman Islands counsel to the Registrant, regarding the legality of the ordinary shares being registered
10.1		Stock Related Award Incentive Plan of 1999, as amended (incorporated herein by reference to Exhibit 4.5 to the registration statement on Form F-1, as amended (File No. 333-169170))
10.2		2010 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.6 to the registration statement on Form F-1, as amended (File No. 333-169170))
23.1*		Consent of Ernst & Young Hua Ming
23.2*		Consent of Conyers, Dill & Pearman (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)

Exhibit 4.2

Registered Certificate No.: [   ]

SOUFUN HOLDINGS LIMITED
(Incorporated under the laws of the Cayman Islands)

SHARE CERTIFICATE

PRINCIPAL REGISTER: THE CAYMAN ISLANDS

THIS IS TO CERTIFY THAT THE UNDER-MENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID AND NONASSESSABLE CLASS A ORDINARY SHARES, WITH PAR VALUE OF HK$1.00 PER SHARE AS DETAILED BELOW IN THE CAPITAL OF THIS COMPANY, SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.

[     ]

NUMBER OF SHARES: [    ]

GIVEN UNDER THE SECURITIES SEAL OF THE COMPANY ON [ ]

For and on behalf of
Butterfield Fulcrum Group (Cayman) Limited

As the Share Registrar for SOUFUN HOLDINGS LIMITED

No transfer of any of the Shares comprised in this Certificate will be recognised without the production of this Certificate.

Exhibit 4.3

Registered Certificate No.: [   ]

SOUFUN HOLDINGS LIMITED
(Incorporated under the laws of the Cayman Islands)

SHARE CERTIFICATE

PRINCIPAL REGISTER: THE CAYMAN ISLANDS

THIS IS TO CERTIFY THAT THE UNDER-MENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID AND NONASSESSABLE CLASS B ORDINARY SHARES, WITH PAR VALUE OF HK$1.00 PER SHARE AS DETAILED BELOW IN THE CAPITAL OF THIS COMPANY, SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.

[     ]

NUMBER OF SHARES: [    ]

GIVEN UNDER THE SECURITIES SEAL OF THE COMPANY ON [     ]

For and on behalf of
Butterfield Fulcrum Group (Cayman) Limited

As the Share Registrar for SOUFUN HOLDINGS LIMITED

No transfer of any of the Shares comprised in this Certificate will be recognised without the production of this Certificate.

Exhibit 5.1

30 March, 2011

Matter No. 875500
Doc Ref: CWHB/kl/357019
Direct line: (852) 2842 9556
Email: christopher.bickley@conyerdill.com

SouFun Holdings Limited
8/F, T3, Xihuan Plaza
1 Xizhimenwai Avenue
Xicheng District
Beijing 100044
People’s Republic of China

Dear Sirs,

Re: SouFun Holdings Limited (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 30 March, 2011 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 18,342,575 Class A ordinary shares and 2,014,500 Class B ordinary shares, par value HK$1.00 per share (the “Ordinary Shares”), issuable by the Company pursuant to the Stock Related Award Incentive Plan adopted by the directors of the Company on 1 September, 1999; and the 2010 Stock Incentive Plan adopted by the directors of the Company on 4 August, 2010 and by the shareholders of the Company on 4 August, 2010 (such plans, to be referred to as the “Plans”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plans. We have also reviewed the amended and restated memorandum of association and the articles of association of the Company, copies of the resolutions of the directors of the Company passed on 4 August, 2010, and resolutions of the shareholders of the Company passed on 4 August, 2010 respectively (together, the “Resolutions”), a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 16 March, 2011 (the “Certificate Date”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plans and other documents reviewed by us, (d) that the resolutions contained in the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, and (f) that, upon the issue of any Ordinary Shares, the Company will receive consideration for the exercise price thereof which shall be equal to at least the par value thereof.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Ordinary Shares by the Company pursuant to the Plans and is not to be relied upon in respect of any other matter.

On the basis of, and subject to the foregoing, we are of the opinion that:

1.		As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fee which would make it liable to be struck off by the Registrar of Companies and thereby cease to exist under the laws of the Cayman Islands).
2.		When issued and paid for in accordance with the terms of the Plans, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

Conyers Dill & Pearman

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited of our report dated April 22, 2010, with respect to the consolidated financial statements of SouFun Holdings Limited included in its Registration Statement (Form F-1 No. 333-169170) and related Prospectus for the year ended December 31, 2009 filed with the Securities and Exchange Commission.

Ernst & Young Hua Ming
Shenzhen, People’s Republic of China
March 28, 2011