Attached files
| file | filename |
|---|---|
| EX-5.1 - NIVS IntelliMedia Technology Group, Inc. | v181622_ex5-1.htm |
| EX-23.2 - NIVS IntelliMedia Technology Group, Inc. | v181622_ex23-2.htm |
| EX-23.1 - NIVS IntelliMedia Technology Group, Inc. | v181622_ex23-1.htm |
As
Filed with the Securities and Exchange Commission on April 20, 2010
Registration
No. 333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
NIVS
IntelliMedia Technology Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State or other jurisdiction of
incorporation
or organization)
|
3651
(Primary Standard Industrial
Classification
Number)
|
20-8057809
(I.R.S. Employer
Identification Number)
|
NIVS
Industry Park
No.
29-31, Shuikou Road, Huizhou, Guangdong
People’s
Republic of China 516006
86-752-3125862
(Address,
including zip code, and telephone number,
including
area code, of Registrant’s principal executive offices)
Corporation
Service Company
2711
Centerville Road
Suite
400
Wilmington,
DE 19808
800-222-2122
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to
Thomas
J. Poletti, Esq.
Anh
Q. Tran, Esq.
K&L
Gates LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, California 90067
Telephone
(310) 552-5000
Facsimile
(310) 552-5001
Approximate Date of Proposed Sale to
the Public: As soon as practicable 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. ¨
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. þ 333-165222
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 ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer þ
|
Smaller
reporting company ¨
|
|
CALCULATION OF
REGISTRATION FEE
|
||||||||||||||||
|
Title of Each Class of
Securities
to be Registered
|
Amount to be
Registered
|
Proposed
Maximum Price
per Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount of
Registration Fee
|
||||||||||||
|
Common
Stock, $0.0001 par value per share(1)
|
1,398,175 | $ | 3.29 | $ | 4,599,996 | $ | 327.98 | |||||||||
|
Underwriters’
Warrants to Purchase Common Stock(2)
|
36,474 | n/a | n/a | n/a | ||||||||||||
|
Common
Stock Underlying Underwriters’ Warrants, $0.0001 par value per
share(2)
|
36,474 | $ | 4.11 | $ | 149,908 | $ | 10.69 | |||||||||
|
Total
Registration Fee
|
$ | 338.67 | ||||||||||||||
|
|
(1)
|
Estimated solely for the purpose
of calculating the amount of the registration in accordance with Rule
457(o) under the Securities Act of 1933, as amended. Includes
182,370 shares of common stock for which the underwriters have the option
to purchase to cover over-allotments, if
any.
|
|
|
(2)
|
The
Registrant will sell to the underwriters for this public offering warrants
to purchase up to 36,474 shares of common stock. The warrants
will be exercisable at a per share exercise price of $4.11, which is equal
to 125% of the public offering price. As estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(g)
under the Securities Act, the proposed maximum aggregate offering price of
the underwriters’ warrants is $149,908. 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.
|
This
Registration Statement shall become effective upon filing with the Securities
and Exchange Commission in accordance with Rule 462(b) under the Securities Act
of 1933, as amended.
EXPLANATION
AND INCORPORATION
OF
CERTAIN INFORMATION BY REFERENCE
This
Registration Statement on Form S-1 is being filed with the Securities and
Exchange Commission (the "Commission") by NIVS IntelliMedia Technology Group,
Inc., a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This Registration Statement incorporates by
reference the contents of the Company's Registration Statement on Form S-1
(Registration No. 333-165222), which was declared effective by the Commission on
April 19, 2010.
PART
II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
All
exhibits filed with or incorporated by reference in Registration Statement No.
333-165222 are incorporated by reference into, and shall be deemed part of, this
registration statement, except the following which are filed
herewith:
|
Exhibit
Number
|
Document
|
|
|
5.1
|
Opinion
of K&L Gates LLP
|
|
|
23.1
|
Consent
of Kempisty & Company Certified Public Accountants,
PC.
|
|
|
23.2
|
Consent
of MaloneBailey, LLP.
|
|
|
23.3
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1)
|
|
|
24.1*
|
Power
of Attorney
|
*
Incorporated by reference to Registration Statement on Form S-1 (file no.
333-165222).
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 20th
day of April, 2010.
|
NIVS
IntelliMedia Technology Group, Inc.
|
||
|
By:
|
/s/ Tianfu
Li
|
|
|
Name:
|
Tianfu
Li
|
|
|
Title:
|
Chief
Executive Officer and Chairman of the
Board
|
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
/s/ Tianfu Li
|
Chief
Executive Officer and Chairman of the
Board
(Principal Executive Officer)
|
April
20, 2010
|
||
|
Tianfu
Li
|
||||
|
/s/ Simon Zhang
|
Chief
Financial Officer and Corporate Secretary
(Principal
Financial and Accounting Officer)
|
April
20, 2010
|
||
|
Simon
Zhang
|
||||
|
*
|
Director
|
April
20, 2010
|
||
|
Ruxiang
Niu
|
||||
|
*
|
Director
|
April
20, 2010
|
||
|
Minghui
Zhang
|
||||
|
*
|
Chief
Operating Officer and Director
|
April
20, 2010
|
||
|
Gengqiang
Yang
|
||||
|
*
|
Director
|
April
20, 2010
|
||
|
Charles
Mo
|
|
/s/
Tianfu Li
|
||
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Document
|
|
|
5.1
|
Opinion
of K&L Gates LLP
|
|
|
23.1
|
Consent
of Kempisty & Company Certified Public Accountants,
PC.
|
|
|
23.2
|
Consent
of MaloneBailey, LLP.
|
|
|
23.3
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1)
|
|
|
24.1*
|
Power
of Attorney
|
*
Incorporated by reference to Registration Statement on Form S-1 (file no.
333-165222).