<PAGE>
As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ASIAINFO HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 752506390
(State or Other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
c/o AsiaInfo Technologies (China), Inc.
4th Floor, Zhongdian Information Tower
No. 18, Baishiqiao Road, Haidian District
Beijing 100086, China
Tel: (8610) 6250-1658
(Address of Registrant's Principal Executive Offices) (Zip Code)
ASIAINFO HOLDINGS, INC.
1995 INCENTIVE STOCK OPTION PLAN
ASIAINFO HOLDINGS, INC.
1996 INCENTIVE STOCK OPTION PLAN
ASIAINFO HOLDINGS, INC.
1997 INCENTIVE STOCK OPTION PLAN
ASIAINFO HOLDINGS, INC.
1998 INCENTIVE STOCK OPTION PLAN
ASIAINFO HOLDINGS, INC.
1999 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
James Zhang, General Manager
AsiaInfo Holdings, Inc.
Techmart of Santa Clara
5201 Great America Parkway, Suite 429
Santa Clara, California 95054
Tel: (408) 970-9788
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copy to:
Jeffrey M. Maddox
Clifford Chance
Jardine House, 29th Floor
One Connaught Place
Central, Hong Kong
Tel: (852) 2825-8888
Fax: (852) 2825-8800
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered/(1)/ Share/(2)/ Price/(2)/ Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 Incentive Stock Option Plan 1,080,242 $41.44 $ 44,765,228.48 $11,818.03
Common Stock ($.01 par value)
-----------------------------------------------------------------------------------------------------------------------------
1996 Incentive Stock Option Plan
Common Stock ($.01 par value) 2,315,573 $41.44 $ 95,957,345.12 $25,332.74
-----------------------------------------------------------------------------------------------------------------------------
1997 Incentive Stock Option Plan 1,300,000 $41.44 $ 53,872,000.00 $14,222.21
Common Stock ($.01 par value)
-----------------------------------------------------------------------------------------------------------------------------
1998 Incentive Stock Option Plan 721,400 $41.44 $ 29,894,816.00 $ 7,892.23
Common Stock ($.01 par value)
-----------------------------------------------------------------------------------------------------------------------------
1999 Incentive Stock Option Plan 1,313,000 $41.44 $ 54,410,720.00 $14,364.43
Common Stock ($.01 par value)
-----------------------------------------------------------------------------------------------------------------------------
TOTAL: 6,730,215 $278,900,109.60 $73,629.64
=============================================================================================================================
</TABLE>
(1) This Registration Statement also covers an indeterminate number of shares
that may be issuable under the AsiaInfo Holdings, Inc. 1995 Incentive Stock
Option Plan, AsiaInfo Holdings, Inc. 1996 Incentive Stock Option Plan,
AsiaInfo Holdings, Inc. 1997 Incentive Stock Option Plan, AsiaInfo
Holdings, Inc. 1998 Incentive Stock Option Plan, and AsiaInfo Holdings,
Inc. 1999 Incentive Stock Option Plan because of any stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(c) and 457(h), on the basis of the average of the high
and low sales prices of AsiaInfo's Common Stock as reported on the Nasdaq
National Market on June 8, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Explanatory Note
We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended, (the
"Securities Act") to register shares of our Common Stock, par value $.01 per
share, issuable under our employee benefit plans (the "Plans") as follows:
1. 1,080,242 shares of Common Stock (including additional shares that may be
reissued or offered as a result of stock splits, stock dividends or similar
transactions relating to these shares) which we have reserved for issuance upon
exercise of stock options granted under our 1995 Incentive Stock Option Plan.
2. 2,315,573 shares of our Common Stock (including additional shares that may
be reissued or offered as a result of stock splits, stock dividends or similar
transactions relating to these shares) which we have reserved for issuance upon
exercise of stock options granted under our 1996 Incentive Stock Option Plan.
3. 1,300,000 shares of our Common Stock (including additional shares that may
be reissued or offered as a result of stock splits, stock dividends or similar
transactions relating to these shares) which we have reserved for issuance upon
exercise of stock options granted under our 1997 Incentive Stock Option Plan.
4. 721,400 shares of our Common Stock (including additional shares that may be
reissued or offered as a result of stock splits, stock dividends or similar
transactions relating to these shares) which we have reserved for issuance upon
exercise of stock options granted under our 1998 Incentive Stock Option Plan.
5. 1,313,000 shares of our Common Stock (including additional shares that may
be reissued or offered as a result of stock splits, stock dividends or similar
transactions relating to these shares) which we have reserved for issuance upon
exercise of stock options granted under our 1999 Incentive Stock Option Plan.
The information required by Part I of Form S-8 with respect to the
foregoing shares is included in documents sent or given to participants in the
Plans pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference
---------------------------------------
AsiaInfo Holdings, Inc. ("AsiaInfo") is subject to the informational
and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following documents,
which are on file with the Commission, are incorporated in this Registration
Statement by reference:
(a) AsiaInfo's prospectus filed with the SEC under Rule 424(b) under the
Securities Act, in connection with the Registration Statement on Form S-1 No.
333-93199 filed with the Commission on December 21, 1999, the amendment filed on
February 3, 2000, the amendment filed on February 17, 2000, the amendment filed
on March 1, 2000, and the Registration Statement on Form S-1 No. 333-93199, as
amended, which was declared effective on March 2, 2000 by the Commission. The
December 21, 1999 prospectus contains the audited financial statements for the
fiscal year ended December 31, 1998 and December 31, 1999.
(b) AsiaInfo's quarterly report No. 001-15713 on Form 10-Q filed with the
Commission on May 15, 2000 under Section 13(a) or Section 15(d) of the Exchange
Act and all other reports filed pursuant to Section 13(a) or Section 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
(c) The description of AsiaInfo's outstanding Common Stock contained in
AsiaInfo's Registration Statement on Form S-1 No. 333-93199, originally filed
under the Securities Act, as amended through the date hereof, with the
Commission on December 21, 1999 and AsiaInfo's Registration Statement No. 001-
15713 on Form 8-A filed with the Commission on February 28, 2000, under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall also be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
In addition to the above, all documents subsequently filed by AsiaInfo
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 shares of
Common Stock offered hereby have been sold or which deregisters all shares of
Common Stock remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of the filing of
such documents.
Item 4. Description of securities
-------------------------
Not applicable.
Item 5. Interests of named experts and counsel
--------------------------------------
The validity of the shares of Common Stock offered hereby has been
passed upon for AsiaInfo by Clifford Chance. As of the date of this Registration
Statement, attorneys who are members of or are employed by Clifford Chance and
participating in matters on behalf of AsiaInfo relating to this Registration
Statement, beneficially own an aggregate of 4,000 shares of AsiaInfo's Common
Stock.
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<PAGE>
Item 6. Indemnification of directors and officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article VIII of AsiaInfo's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permitted under the Delaware General Corporation Law.
AsiaInfo has obtained an insurance policy covering directors and
officers for claims they might otherwise be required to pay or for which
AsiaInfo is required to indemnify them, subject to certain limited exclusions.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling AsiaInfo
pursuant to the foregoing provisions, AsiaInfo has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
At present, there is no pending litigation or proceeding involving a
director, officer, employee, or other agent of AsiaInfo in which indemnification
is being sought, nor is AsiaInfo aware of any threatened litigation that may
result in a claim for indemnification by any director, officer, employee, or
other agent of AsiaInfo.
Item 7. Exemption from registration claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit Number Documents
--------------- ------------------------------------------------------------
5.1 Opinion of counsel as to legality of securities being
registered
10.4 1995 Incentive Stock Option Plan
10.5 1996 Incentive Stock Option Plan
10.6 1997 Incentive Stock Option Plan
10.7 1998 Incentive Stock Option Plan
10.8* 1999 Incentive Stock Option Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page II-5)
---------------
* Incorporated by reference from Exhibit 10.4 of AsiaInfo's
Registration Statement on Form S-1 (No. 333-93199) filed
with the Commission on March 02, 2000.
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<PAGE>
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 this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(i) and (ii) hereto do not apply if the information required to be included in a
post-effective amendment by clauses (i) and (ii) is contained in periodic
reports filed with or furnished to the Commission by AsiaInfo pursuant to
Section 13 or 15(d) of the Securities Exchange 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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X under the Securities Act at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act need not be furnished,
provided, that the AsiaInfo includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial statements.
(b) Filing incorporating subsequent Exchange Act documents by
reference
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 Section 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 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) Request for acceleration of effective date or filing of
registration statement on Form S-8
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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.
Date: June 15, 2000
ASIAINFO HOLDINGS, INC.
By: /s/ Ying Han
---------------------------------
Ying Han
Chief Financial Officer
(duly authorized officer and
principal financial officer)
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ying Han, as his or her attorney-in-fact,
with full power of substitution, for her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Commission, hereby ratifying and confirming all that the said attorney-in-fact,
or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Louis lau Chairman of the Board and Board Member June 15, 2000
----------------------------
Louis Lau
/s/ James Ding Chief Executive Officer and Board Member June 15, 2000
----------------------------
James Ding
Senior Vice President, Chief Strategy June ___, 2000
Officer and Board Member
____________________________
Michael Zhao
/s/ Alan Bickell Board Member June 15, 2000
----------------------------
Alan Bickell
Board Member June ___, 2000
____________________________
Patrick L. Keen
/s/ Chang Sun Board Member June 15, 2000
----------------------------
Chang Sun
Board Member June ___, 2000
____________________________
Edward Tian
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Executive Vice President and Chief June 15, 2000
/s/ Ying Han Financial Officer
----------------------------
Ying Han
/s/ James Zhang Authorized U.S. Representative June 15, 2000
----------------------------
James Zhang
</TABLE>
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<PAGE>
ASIAINFO CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Documents
------------------ ------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of counsel as to legality of securities being registered
10.4 1995 Incentive Stock Option Plan
10.5 1996 Incentive Stock Option Plan
10.6 1997 Incentive Stock Option Plan
10.7 1998 Incentive Stock Option Plan
10.8* 1999 Incentive Stock Option Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (see page II-6)
__________________
* Incorporated by reference from Exhibit 10.4 of AsiaInfo's Registration
Statement on Form S-1 (No. 333-93199) filed with the Securities and
Exchange Commission on March 02, 2000.
</TABLE>
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