As
filed with the Securities and Exchange Commission on December 23,
2009
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
SHANDA
GAMES LIMITED
(Exact name of Registrant as specified
in its charter)
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Cayman
Islands
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Not
Applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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No.
1 Office Building
No.
690 Bibo Road
Pudong
New Area
Shanghai
201203
People’s
Republic of China
(8621)
5050-4740
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Shanda
Games Limited
Amended
and Restated 2008 Equity Compensation Plan
(Full
title of the plan)
CT
Corporation System
111
Eighth Avenue, 13th
Floor
New
York, New York 10011
(212)
590-9009
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copy
to:
James
C. Lin
Davis
Polk & Wardwell LLP
18/F,
The Hong Kong Club Building
3A
Chater Road
Central,
Hong Kong
(852)
2533-3300
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):
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered(1)
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Amount
to be registered(2)
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Proposed
maximum
offering
price per share
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Proposed
maximum
Aggregate
offering price
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Amount
of
registration
fee
(3)
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Class
A Ordinary Shares, par value US$0.01 per share
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11,799,429(4)
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US$3.23(5)
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US$38,112,155.67
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US$2,717.40
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Class
A Ordinary Shares, par value US$0.01 per share
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6,684,371(6)
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US$5.25(7)
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US$35,092,947.75
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US$2,502.13
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Class
A Ordinary Shares, par value US$0.01 per share
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25,516,200(8)
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US$5.25(7)
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US$133,960,050.00
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US$9,551.35
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Total
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44,000,000
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N/A
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US$207,165,153
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US$14,770.88
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(1)
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The Class A ordinary shares, par value US
$0.01 per share (the “
Class A Ordinary Shares”), of Shanda Games Limited (the “
Registrant”) registered hereunder may be represented by the
Registrant’s American Depositary Shares
(“ADSs”), each of which represents
two Class A
Ordinary
Shares. A
separate registration statement on Form F-6 (File No. 333-161901) has been filed on September 14, 2009 for the registration of ADSs
evidenced by American Depositary Receipts issuable upon deposit of
the Class A
Ordinary
Shares.
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(2)
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The amount being registered also includes an
indeterminate number of Class A Ordinary Shares which may be
offered as a result of any stock splits, stock dividends and anti-dilution
provisions and other terms in accordance with Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Calculated pursuant to Rules
457(h)(1) and 457(c) under the Securities Act.
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(4)
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Class A Ordinary Shares issuable
upon the exercise of outstanding options as of December 21, 2009.
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(5)
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The proposed maximum offering price per share
of US$3.23
is the weighted
average exercise price of outstanding options as of December 21, 2009.
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(6)
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Class A Ordinary Shares issuable
upon the vesting of the outstanding restricted shares as of December 21, 2009.
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(7)
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The proposed maximum offering price per
share of US$5.25
is one half of the average of the high and low
prices of the Registrant’s ADSs as reported in the Nasdaq
Global Select Market on December 21, 2009.
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(8)
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Class A Ordinary Shares available
for the grant of future
awards.
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PART
I
INFORMATION
REQUIRED IN THE
SECTION
10(a) PROSPECTUS
Item
1. Plan Information
The
documents containing the information specified in this Item 1 will be sent or
given to employees, directors or others as specified by Rule 428(b)(1) under the
Securities Act. In accordance with the rules and regulations of the Securities
and Exchange Commission (the “Commission”) and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.
Item
2. Registrant Information and Employee Plan Annual
Information
The
documents containing the information specified in this Item 2 will be sent or
given to employees, directors or others as specified by Rule 428(b)(1) under the
Securities Act. In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item 3.
Incorporation
of Certain Documents by Reference
The
following documents of the Registrant filed with the Commission are incorporated
herein by reference:
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(a)
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The
Registrant’s latest prospectus filed with the Commission on September 29,
2009 (the “Prospectus”) pursuant to Rule 424(b) under the Securities Act,
which includes the Registrant’s audited financial statements for the years
ended December 31, 2007 and 2008 and the six months ended June 30,
2009; and
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(b)
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The
description of the Registrant’s Class A Ordinary Shares and ADSs contained
in the Registrant’s Registration Statement on Form 8-A (File No.
001-34454) filed with the Commission on September 14, 2009, which
incorporates by reference the description of the Registrant’s Class A
Ordinary Shares and ADSs set forth under “Description of Share Capital”
and “Description of American Depositary Shares” in the
Prospectus.
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All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 (the “Exchange Act”), 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 be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents;
provided, however, that documents or
information deemed to have been furnished and not filed in accordance with
Commission rules shall not be deemed incorporated by reference into this
Registration Statement. Any statement contained herein or in a document, all or
a portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
Item 4.
Description
of Securities
Not
applicable.
Item 5.
Interests
of Named Experts and Counsel
Not
applicable.
Item 6.
Indemnification
of Directors and Officers
Cayman
Islands law does not limit the extent to which a company’s articles of
association may provide for indemnification of officers and directors, except to
the extent any such provision may be held by the Cayman Islands courts to be
contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime. Article 167 of the
Registrant’s Amended and Restated Articles of Association provides for
indemnification of officers and directors out of the assets of the Registrant
from and against all actions, proceedings, costs, charges, losses, damages and
expenses which they or any of them shall or may incur in their capacities as
such, except through their own fraud or dishonesty.
The
Registrant has entered or intends to enter into indemnification agreements with
each of its directors and executive officers whereby it agrees to indemnify them
against certain liabilities and expenses incurred by such persons in connection
with claims made by reason of their being such a director or executive
officer.
Item 7.
Exemption
from Registration Claimed
Not
applicable.
Item 8.
Exhibits
The
Exhibits listed on the accompanying Exhibit Index are filed as a part of, and
incorporated by reference into, this Registration Statement.
(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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act 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.
(b) 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 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
this 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)
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 provisions described in Item 6 above, 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.
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, in Shanghai, People’s
Republic of China on December 23, 2009.
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Shanda
Games Limited
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By:
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/s/ Diana Li |
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Name:
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Diana
Li |
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Title:
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Director
and Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Diana Li and
Richard Wei, and each of them, acting individually and without the other, as his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them
individually, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
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/s/ Diana Li |
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Director
and Chief Executive Officer
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December
23, 2009
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Diana
Li
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(principal
executive officer)
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/s/
Richard Wei
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Chief
Financial Officer
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December
23, 2009
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Richard
Wei
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(principal
financial and accounting officer)
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Chairman
of the Board of Directors
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December
23, 2009
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Tan
Qunzhao
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Director
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December
23, 2009
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Tianqiao
Chen
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Director
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December
23, 2009
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Danian
Chen
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Director
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December
23, 2009
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Lai
Xing Cai
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Director
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December
23, 2009
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Andy
Lin
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Director
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December
23, 2009
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Heng
Wing Chan
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*
By |
/s/
Diana Li |
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Diana
Li
Attorney-in-fact
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the requirements of the Securities Act, the undersigned, the duly authorized
representative in the United States of the Registrant, has signed this
registration statement in Newark, Delaware on December 23, 2009.
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By:
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/s/ Donald J. Puglisi |
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Name:
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Donald
J. Puglisi |
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Title:
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Managing
Director |
EXHIBIT
INDEX
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Description
of Exhibit
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4.1
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Shanda
Games Limited Amended and Restated 2008 Equity Compensation Plan, filed as
Exhibit 10.01 to the Registrant’s Registration Statement on
Form F-1 filed on September 24, 2009 (File No. 333-161708) and
incorporated herein by reference
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5.1
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Opinion
of Conyers Dill & Pearman, Cayman Islands counsel to the Registrant,
regarding the validity of the Class A Ordinary Shares being
registered
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23.01
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Consent
of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, an Independent
Registered Public Accounting Firm
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23.02
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Consent
of Conyers Dill & Pearman (included in
Exhibit 5.1)
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24.1
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Power
of Attorney (included on the signature page to this Registration
Statement)
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