As filed with the Securities and Exchange Commission on August 1, 2005
Registration No. 333-109628
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM F-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NETEASE.COM, INC.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2/F, Tower B
Keeven International Research & Development Centre
No. 43 West Road North Third Ring Road, Haidian District
Beijing 100086, People’s Republic of China
(86-10) 8211-0163
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
CT Corporation
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul W. Boltz, Esq.
Morrison & Foerster
21st and 23rd Floors
Entertainment Building
30 Queen’s Road Central
Hong Kong
(852) 2585-0888
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
DEREGISTRATION OF SECURITIES
On January 26, 2005, NetEase.com, Inc. registered on behalf of certain selling noteholders $100,000,000 principal amount of Zero Coupon Convertible Subordinated Notes due July 15, 2023 and 207,684,320 ordinary shares issuable upon conversion of such notes (collectively, the “Securities”) with the Securities and Exchange Commission pursuant to Registration Statement No. 333-109628 (the “Registration Statement”). We hereby remove from registration all of the Securities originally registered pursuant to the Registration Statement which remain unsold as of the effective date of this post-effective amendment.
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 F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, the People’s Republic of China, on August 1, 2005.
| NETEASE.COM, INC. | ||||
| By: | /s/ Ted Sun | |||
| Ted Sun | ||||
| Acting Chief Executive Officer and Director | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated:
| Name |
Title |
Date | ||
| /s/ Ted Sun |
Acting Chief Executive Officer and Director | August 1, 2005 | ||
| Ted Sun |
||||
| * Denny Lee |
Chief Financial Officer, Principal Accounting Officer and Director | August 1, 2005 | ||
| * Michael Tong |
Chief Operating Officer and Director | August 1, 2005 | ||
| * William Ding |
Chief Architect and Director | August 1, 2005 | ||
| * Donghua Ding |
Director | August 1, 2005 | ||
| * Ronald Lee |
Director | August 1, 2005 | ||
| * Michael Leung |
Director | August 1, 2005 | ||
| * Joseph Tong |
Director | August 1, 2005 | ||
| *By: | /s/ Ted Sun | |
| Ted Sun, Attorney-in-Fact |
| Name |
Title |
Date | ||
| /s/ Donald J. Puglisi Puglisi & Associates Donald J. Puglisi |
Authorized U.S. Representative | August 1, 2005 |