Ctrip Com International Ltd - Securities Registration: Employee Benefit Plan (S-8)
17 Octobre 2007 - 9:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 17, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
CTRIP.COM INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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7389
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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99 Fu Quan Road
Shanghai 200335, Peoples Republic of China
(Address, including zip code, and
telephone number, including area code, of registrants principal executive offices)
Ctrip.com International, Ltd. 2007 Share Incentive Plan
(Full Title of the Plans)
Law Debenture Corporate Services Inc.
4th Floor, 400 Madison Avenue,
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq.
Latham & Watkins LLP
41st
Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong S.A.R., China
(852) 2522-7886
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per
Share
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Ordinary Shares, $0.01 par value per share (3)
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10,000,000
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$
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97.68
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$
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976,800,000
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$
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29,988
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares which may be offered and
issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plans.
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(2)
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These shares are to be offered under the 2007 Share Incentive Plan. As of the date of this Registration Statement, no options or other awards have been issued under the plan.
Pursuant to Rule 457(h)(1), the maximum aggregate offering price is calculated as the product of the 10,000,000 shares under the plan for future issuance multiplied by the average of the high and low prices for the Registrants ordinary
shares, each share being represented by two American Depositary Shares, or ADSs, as quoted on the Nasdaq Global Market on October 16, 2007, or $97.68, which is equal to an aggregate offering price of $976,800,000.
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(3)
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These shares may be represented by the Registrants ADSs, each of which represents 0.5 ordinary share. The Registrants ADSs issuable upon deposit of the ordinary shares
registered hereby have been registered under a separate registration statement on Form F-6 (333-110459), as amended.
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TABLE OF CONTENTS
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to the General Instruction E of Form S-8, Ctrip.com
International, Ltd. (the Registrant) is filing this registration statement on Form S-8 with the Securities and Exchange Commission (the Commission) to include an additional 10,000,000 ordinary shares under its Ctrip.com
International, Ltd. 2007 Share Incentive Plan. Pursuant to Instruction E, the contents of the Registrants Form S-8 Registration Statement No. 333-136264 filed with the Commission on August 3, 2006 are hereby incorporated by
reference, except as revised in Part II of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
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The following documents filed by the Registrant
with the Commission are incorporated by reference herein:
(a) The Registrants prospectus dated August 6, 2007 filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
(b) The Registrants current reports on Form 6-K, filed with the Commission
on May 17, June 18, July 12, August 6, and August 16 in the year 2007.
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(c) The description of the Registrants ordinary shares contained in its Registration Statement on
Form 8-A (File No. 000-50483) filed with the Commission on November 25, 2003 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document 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 to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8.
Exhibits
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Exhibit No.
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Description
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5.1
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Opinion of Maples and Calder.
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10.3
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Ctrip.com International, Ltd. 2007 Share Incentive Plan.
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23.1
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Consent of Maples and Calder (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on signature page hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Ctrip.com International,
Ltd. 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, Peoples Republic of China, on October 17, 2007.
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CTRIP.COM INTERNATIONAL, LTD.
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By:
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/s/ Min Fan
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Name:
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Min Fan
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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 each of Min Fan and Jane Jie Sun to act as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, and supplements to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission,
granting unto said attorneys-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 and about the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 and power of attorney have been signed by the
following persons in the following capacities on October 17, 2007.
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Signature
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Title
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/s/ Min Fan
Name: Min
Fan
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Chief Executive Officer
(principal executive officer)
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/s/ Jane Jie Sun
Name: Jane Jie Sun
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Chief Financial Officer
(principal financial and accounting officer)
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/s/ James Jianzhang Liang
Name: James
Jianzhang Liang
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Chairman of the Board
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/s/ Gabriel Li
Name: Gabriel
Li
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Deputy Chairman of the Board
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/s/ Neil Nanpeng Shen
Name: Neil
Nanpeng Shen
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Director
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/s/ Qi Ji
Name: Qi Ji
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Director
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/s/ JP Gan
Name: JP Gan
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Director
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/s/ Suyang Zhang
Name: Suyang Zhang
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Director
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Ctrip.com International, Ltd.,
has signed this registration statement on Form S-8 and Power of Attorney in New York, New York, U.S.A., on October 17, 2007.
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Authorized U.S. Representative
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By:
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/s/ Jasmine Marrero
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Name:
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Jasmine Marrero
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Title:
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Manager,
Law Debenture Corporate Services
Inc.
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EXHIBIT INDEX
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Exhibit No.
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Description
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5.1
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Opinion of Maples and Calder.
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10.3
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Ctrip.com International, Ltd. 2007 Share Incentive Plan.
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23.1
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Consent of Maples and Calder (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on signature page hereto).
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