As
Filed with the Securities and Exchange Commission on January
13, 2011
|
Registration
No. 333-166866
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
FORM
S-1/A
Amendment
No. 8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
China
Century Dragon Media, Inc.
(Name
of Registrant As Specified in its Charter)
Delaware
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7311
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26-1583852
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer Identification No.)
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Incorporation
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Classification
Code Number)
|
|
or
Organization)
|
Room
801, No. 7, Wenchanger Road,
Jiangbei,
Huizhou City, Guangdong Province, China
0086-0752-3138789
(Address
and Telephone Number of Principal Executive Offices)
________________
Corporation
Service Company
2711
Centerville Road
Suite
400
Wilmington,
DE 19808
800-222-2122
(Name,
Address and Telephone Number of Agent for Service)
________________
Copies
to
Thomas
J. Poletti, Esq.
Melissa
A. Brown, Esq.
K&L
Gates LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, CA 90067
Telephone:
(310) 552-5000
Facsimile:
(310) 552-5001
|
David
Ficksman, Esq.
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, CA 90067-2367
Telephone:
(310) 789-1290
Facsimile:
(310) 789-1490
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_______________
Approximate Date of Proposed Sale to
the Public: From time to time after the effective date of this
Registration Statement
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, check
the following box.þ
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) 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 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 this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement the same
offering. £
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 Exchange Act. (Check one):
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer þ
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION OF REGISTRATION
FEE
Proposed
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Proposed
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|||||||||||||||
Maximum
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Maximum
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Amount
of
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||||||||||||||
Title
of Each Class of
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Amount
To Be
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Offering
Price
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Aggregate
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Registration
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||||||||||||
Securities
To Be Registered
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Registered
(1)
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Per
Share
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Offering
Price
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Fee
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||||||||||||
Common
Stock, $0.0001 par value per share
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1,610,000 | (2) | $ | 7.00 | (2) | $ | 11,270,000 | (2) | $ | 1029.80 | (3) | |||||
Common
Stock, $0.0001 par value per share
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1,034,403 | (4) | $ | 7.00 | (5) | $ | 7,240,821 | (5) | $ | 590.02 | (6) | |||||
Underwriters’
Warrants to Purchase Common Stock
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70,000 | (7) | N/A | N/A | N/A | (8) | ||||||||||
Common
Stock Underlying Underwriters’ Warrants, $0.0001 par value per
share
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70,000 | (9) | $ | 8.40 | (10) | $ | 588,000 | (10) | $ | 53.72 | (11) | |||||
Total
Registration Fee
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$ | 1,673.55 | (12) |
(1)
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In
accordance with Rule 416(a), the Registrant is also registering hereunder
an indeterminate number of additional shares of Common Stock that shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar
transactions.
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(2)
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The
registration fee for securities to be offered by the Registrant is based
on an estimate of the Proposed Maximum Aggregate Offering Price of the
securities, and such estimate is solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). Includes shares that the
Underwriters have the option to purchase from the Registrant to cover
over-allotments, if any.
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(3)
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The
Registrant previously paid registration fees of $655.96 for 1,150,000
shares at a proposed maximum offering price of $8.00 registered at a
registration fee rate of $71.30 per million. Also includes
registration fees of $373.84 for the registration of 460,000 shares of
common stock at a proposed maximum offering price of $7.00 per share at a
registration fee rate of $116.10 per
million.
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(4)
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This
Registration Statement also covers the resale under a separate resale
prospectus (the “Resale Prospectus”) by selling stockholders of the
Registrant of up to 1,034,403 shares of Common Stock previously issued to
the selling stockholders as named in the Resale
Prospectus.
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(5)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457.
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(6)
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The
registrant previously paid registration fees of $590.02 for these shares
based on a proposed maximum offering price of $8.00 per share at a
registration fee of $71.30 per
million.
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(7)
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Represents
the maximum number of warrants, each of which will be exercisable at a
percentage of the per share offering price, to purchase the Registrant’s
common stock to be issued to the Underwriters in connection with the
public offering.
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(8)
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In
accordance with Rule 457(g) under the Securities Act, because the shares
of the Registrant’s common stock underlying the Underwriters’ warrants are
registered hereby, no separate registration fee is required with respect
to the warrants registered hereby.
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(9)
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Represents
the maximum number of shares of the Registrant’s common stock issuable
upon exercise of the Underwriters’
warrants.
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(10)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(g) under the Securities Act, based on an estimated maximum
exercise price of $8.40 per share, or 120% of the maximum offering
price.
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(11)
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Includes
previously paid registration fees of $34.22 for 50,000 shares at a
proposed maximum offering price of $9.60 per share registered at a
registration fee rate of $71.30 per million and registration fees of
$11.98 for the registration of 20,000 shares at a proposed maximum
offering price of $8.40 per share at a registration fee rate of $116.10
per million.
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(12)
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Previously
paid.
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________________
The
Registrant amends this registration statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this registration statement shall
hereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933, or until the registration statement shall become effective on such date
as the Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
This Amendment No. 8 to Form S-1 for
China Century Dragon Media, Inc. is being made solely to correct a typographical
error on the cover page to the Public Offering Prospectus in Amendment No. 7
(the “Cover Page”). No other changes or modifications to
Amendment No. 7 have been made and only the Cover Page is filed with this
Amendment No. 8.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission becomes
effective. This prospectus is not an offer to sell these securities and we are
not soliciting offers to buy these securities in any state where the offer or
sale is not permitted.
PRELIMINARY
PROSPECTUS
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Subject
To Completion
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January
12, 2011
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1,400,000
Shares
China
Century Dragon Media,
Inc.
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Common
Stock
This is a
public offering of our common stock. We are a reporting company under
Section 13 of the Securities Exchange Act of 1934, as amended. Our shares of
common stock are not currently listed or quoted for trading on any national
securities exchange or national quotation system. We have applied for the
listing of our common stock on the NYSE Amex under the symbol
“CDM.” There can, however, be no assurance that our common stock will
be accepted for listing on the NYSE Amex.
We are
offering all of the 1,400,000 shares of our common stock offered by this
prospectus. We expect that the public offering price of our common
stock will be between $6.00 and $7.00 per share.
Investing
in our common stock involves a high degree of risk. Before buying any
shares, you should carefully read the discussion of material risks of investing
in our common stock in “Risk Factors” beginning on page 14 of this
prospectus.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission
has approved or disapproved of anyone’s investment in these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Per
Share
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Total
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Public
offering price
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$ [___]
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$ [___]
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Underwriting
discounts and commissions
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$ [___]
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$ [___]
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Proceeds,
before expenses, to China Century Dragon Media, Inc.
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$ [___]
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$ [___]
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The
Underwriters have a 45-day option to purchase up to 210,000 additional shares of
common stock at the public offering price solely to cover over-allotments, if
any, if the Underwriters sell more than 1,400,000 shares of common stock in this
offering (the “Over-allotment Shares”). If the Underwriters exercise
this option in full, the total underwriting discounts and commissions will
be $[__], and total proceeds, before expenses, will be $[__].
We have
agreed to pay the Underwriters an aggregate non-accountable expense allowance of
2.5% of the gross proceeds of this offering or $[__], based on a public offering
price of $[__] per share.
The
Underwriters will also receive warrants to purchase a number of shares equal to
5% of the shares of our common stock sold in connection with this offering, or
70,000 shares, exercisable at a per share price equal to 120% of the offering
price of this offering. The Underwriters are offering the common
stock as set forth under “Underwriting.” Delivery of the shares will
be made on or about [__________], 2011.
WestPark Capital,
Inc.
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I-Bankers
Securities, Inc.
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Joseph
Gunnar & Co., LLC
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The Date
of this Prospectus is ____________________, 2011
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Huizhou, People’s Republic of China, on the 13th
day of January, 2011.
China
Century Dragon Media, Inc.
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|||
By:
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/s/ HaiMing
Fu
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Name:
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HaiMing
Fu
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Title:
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints HaiMing Fu, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign (1) any and all
amendments to this Form S-1 (including post-effective amendments) and (2) any
registration statement or post-effective amendment thereto to be filed with the
Securities and Exchange Commission pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any other regulatory authority, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE
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TITLE
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DATE
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Chief
Executive Officer (Principal
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||||
/s/
HaiMing Fu
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Executive
Officer)
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January
13, 2011
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||
HaiMing
Fu
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||||
Chief
Financial Officer and Corporate Secretary
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||||
(Principal
Financial and Accounting
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||||
/s/
Dapeng Duan
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Officer)
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January
13, 2011
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Dapeng
Duan
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||||
*
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Chairman
of the Board
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January
13, 2011
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HuiHua
Li
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||||
*
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Director
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January
13, 2011
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ZhiFeng
Yan
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|||
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||||
*
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Director
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January
13, 2011
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David
De Campo
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|||
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||||
*
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Director
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January
13, 2011
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Yue
Lu
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|||
*
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Director
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January
13, 2011
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Fang
Yuan
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*By:
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/s/ HaiMing Fu
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HaiMing
Fu, as Attorney in Fact
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