As filed with the Securities and Exchange Commission on January 21, 2003
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASIAINFO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction 752506390
of incorporation or organization) (I.R.S. Employer Identification No.)
AsiaInfo Holdings, Inc.
4th Floor, Zhongdian Information Tower
No. 6 Zhongguancun South Street, Haidian District
Beijing 100086, China
Tel: (8610) 6250-1658
(Address of Principal Executive Offices)
ASIAINFO HOLDINGS, INC.
2000 STOCK OPTION PLAN
(Full title of the plan)
Melissa Lin, Manager
AsiaInfo Holdings, Inc.
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:
Matthew D. Adler, Esq.
Clifford Chance
3326 China World Tower 1
1 Jianguomenwai Dajie
Chaoyang District
Beijing 100004, China
Tel: (8610)6505 9018
Fax: (8610)6505 9028
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
(1) PER SHARE OFFERING PRICE FEE
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Common Stock, $0.01 par value, to be
issued upon exercise of options granted 1,025,317 $4.25 (2) $4,353,040.19 $400.48
under the AsiaInfo Holdings, Inc. 2000
Stock Option Plan (the "Plan")
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Total 1,025,317 $4,353,040.19 $400.48
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(1) This Registration Statement also covers an indeterminate number of shares
that may be issuable under the Plan because of any stock splits, stock dividends
or similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended (the "Securities Act").
(2) In accordance with Rule 457(h) under the Securities Act, the computation is
based upon the weighted average exercise price per share of approximately $4.25
as to 1,025,317 outstanding options to purchase Common Stock under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, AsiaInfo Holdings, Inc. ("AsiaInfo") hereby is
registering additional shares of common stock, par value $0.01 per share, in the
number set forth on the cover page of this Registration Statement. Such shares
are of the same class as other securities of AsiaInfo for which a previous
Registration Statement on Form S-8 has been filed with the Securities and
Exchange Commission (the "Commission") relating to the AsiaInfo Holdings, Inc.
2000 Stock Option Plan (the "Plan"). The Plan was registered under the
Registration Statement on Form S-8 (File No. 333-54836) filed on February 2,
2001 (the "First Registration Statement") and under the Registration Statement
on Form S-8 (File No. 333-89892) filed on June 6, 2002 (the "Second Registration
Statement"). The contents of the First Registration Statement, the Second
Registration Statement and AsiaInfo's quarterly reports on Form 10-Q filed with
the Commission on August 14, 2002 and November 14, 2002 are incorporated herein
by reference.
PART II
Item 8. Exhibits
The Exhibits listed on the accompanying Index to Exhibits are filed as
a part of, or incorporated by reference into, this Registration Statement. (See
Index to Exhibits below).
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: January 13, 2003
ASIAINFO HOLDINGS, INC.
By: /s/ Ying Han
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Ying Han
Chief Financial Officer
(duly authorized officer and
principal financial officer)
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.
Signature Title Date
/s/ Louis Lau Chairman of the Board and Board Member January 13, 2003
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Louis Lau
/s/ James Ding Chief Executive Officer and Board Member January 13, 2003
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James Ding
/s/ Alan Bickell Board Member January 13, 2003
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Alan Bickell
/s/ Chang Sun Board Member January 13, 2003
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Chang Sun
/s/ Michael Zhao Senior Vice President and Board Member January 13, 2003
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Michael Zhao
/s/ Tao Long Board Member January 20, 2003
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Tao Long
/s/ Edward Tian Board Member January 13, 2003
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Edward Tian
/s/ Steve Chang Board Member January 13, 2003
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Steve Chang
/s/ Ying Han Executive Vice President and Chief January 13, 2003
-------------------- Financial Officer
Ying Han
INDEX TO EXHIBITS
Exhibit Number Documents
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4* Instrument Defining Rights of Shareholders (Share Certificate
and Articles of Incorporation)
5.1 Opinion of Clifford Chance as to the legality of securities
being registered
23.1 Consent of Clifford Chance (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (set forth on signature page)
99** AsiaInfo Holdings, Inc. 2000 Stock Option Plan
* Incorporated by reference from AsiaInfo's Registration
Statement on Form S-1 No. 333-93199, originally filed under
the Securities Act with the Commission on December 21, 1999,
as amended through the date hereof.
** Incorporated by reference from AsiaInfo's Proxy Statement No.
001-15713 filed with the Commission on September 15, 2000
pursuant to Section 14(a) of the Exchange Act of 1934, as
amended.