As filed with the Securities and Exchange Commission on March 6, 2006

Registration Statement No. 333-   

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

KongZhong Corporation

(Exact name of issuer as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization)		None (I.R.S. Employer Identification No.)

35th Floor, Tengda Plaza
No. 168 Xizhimenwai Street
Beijing, China 100044
(Address of principal executive offices)

KongZhong Corporation
2002 EQUITY INCENTIVE PLAN
(Full title of the plan)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities

Amount to be

Proposed Maximum

Proposed Maximum

Amount of

to be Registered

Registered (1)

Offering Price per Share (2)

Aggregate Offering Price (2)

Registration Fee

Ordinary Shares,

32,000,000 ordinary

par value $0.0000005 per share

shares

US$0.29

US$9,280,000

US$992.96

 

 

INCORPORATION OF INFORMATION

     This registration statement on Form S-8 registers additional securities of the same class as other securities of the registrant for which a registration statement, also filed on Form S-8 by the registrant and relating to the registrant’s KongZhong Corporation 2002 Equity Incentive Plan, is effective. Pursuant to General Instruction E to Form S-8, the contents of the registrant’s registration statement on Form S-8 (File No. 333-122530), as filed with the Securities and Exchange Commission on February 4, 2005, are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.		EXHIBITS

Exhibit
Number				Description
3.1		—		Amended Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form F-1 (File No. 333-116172) originally filed with the Commission on June 4, 2004, as subsequently amended (the “Registration Statement on Form F-1”)).
4.1		—		Specimen of Share Certificate representing the ordinary shares (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1).
4.2		—		KongZhong Corporation 2002 Equity Incentive Plan, as amended on September 6, 2005.
5.1		—		Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, as to the validity of the ordinary shares.
23.1		—		Consent of Deloitte Touche Tohmatsu.
23.2		—		Consent of Maples and Calder (included in Exhibit 5.1).
24.1		—		Power of Attorney (included on signature page).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 6, 2006.

		KongZhong Corporation
		By:		/s/ Yunfan Zhou
		Name:		Yunfan Zhou
		Title:		Chief Executive Officer and
				Chairman of the Board of Directors

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yunfan Zhou and JP Gan, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits treto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on March 6, 2006 by the following persons in the capacities indicated:

Name		Title
/s/ Yunfan Zhou		Chief Executive Officer and
Yunfan Zhou		Chairman of the Board of Director
/s/ Nick Yang		President and Executive Officer Director
Nick Yang
/s/ JP Gan		Chief Financial Officer
JP Gan

Name		Title
/s/ Charlie Y. Shi		Independent Director
Charlie Y. Shi
/s/ Hui Zhang		Independent Director
Hui Zhang
/s/ Hanhui Sun		Independent Director
Hanhui Sun

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

     Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of KongZhong Corporation, has signed this Registration Statement on March 6, 2006.

		Authorized U.S. Representative
		By:		/s/ Gregory F. Lavelle
		Name:		Gregory F. Lavelle
		Title:		Managing Director, Puglisi & Associates

EXHIBIT INDEX

Exhibit
Number				Description
3.1		—		Amended Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form F-1 (File No. 333-116172) originally filed with the Commission on June 4, 2004, as subsequently amended (the “Registration Statement on Form F-1”)).
4.1		—		Specimen of Share Certificate representing the ordinary shares (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1).
4.2		—		KongZhong Corporation 2002 Equity Incentive Plan, as amended on September 6, 2005.
5.1		—		Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, as to the validity of the ordinary shares.
23.1		—		Consent of Deloitte Touche Tohmatsu.
23.3		—		Consent of Maples and Calder (included in Exhibit 5.1).
24.1		—		Power of Attorney (included on signature page).