As filed with the Securities and Exchange Commission on February 14, 2012
Registration No. 333-144090
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
(Exact name of registrant as specified in its charter)

 
Cayman Islands
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
No. 208 Juli Road
Pudong New Area
Shanghai 201203, People’s Republic of China
 
(Address of principal executive offices, including zip code)
 
 
Shanda Interactive Entertainment Limited 2003 Stock Incentive Plan
(Full title of the plan)
 
 
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY  10011
(212) 894-8940
(Name, address and telephone number, including area code, of agent for service)

 
Copy to:
James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road
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):
 
Large accelerated filer
 
x
 
Accelerated filer
o
Non-accelerated filer
 
o (Do not check if a smaller reporting company)  
 
Smaller reporting company
o
 
 
 
 
 
 
 
DEREGISTRATION OF UNSOLD SECURITIES
 
This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-117864) (the “Registration Statement”) of Shanda Interactive Entertainment Limited (the “Registrant”), which was filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2004 to register 12,662,104 ordinary shares, par value $0.01 per share, of the Registrant (“Shares”) for offer or sale pursuant to the Registrant’s 2003 Stock Incentive Plan.
 
On November 22, 2011, the Registrant, Premium Lead Company Limited (“Parent”) and New Era Investment Holding Ltd. (“Merger Sub”) entered into an agreement and plan of merger (the “merger agreement”), which was approved on February 14, 2012 by the shareholders of the Registrant at the extraordinary general meeting. The Registrant and Merger Sub subsequently filed a plan of merger with the Cayman Islands Companies Registrar, which became effective as of February 14, 2012 (the “effective time”), as a result of which Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company after the merger as a wholly owned subsidiary of Parent. At the effective time, all outstanding Shares and American depositary shares of the Registrant and all outstanding and unexercised options to purchase Shares pursuant to the Registrant’s 2003 Share Incentive Plan and 2005 Equity Compensation Plan were cancelled.
 
In connection with the merger, the Registrant has terminated the offering of Shares pursuant to the Registration Statement. In accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby files this Amendment to remove from registration all Shares registered under the Registration Statement that remained unsold as of the date of this Amendment.
 

 
 
 
 
 
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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on February 14, 2012.
 
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
 
 
By:
/s/ Grace Wu
 
 
Name:  Grace Wu
 
 
Title:    Chief Financial Officer
 

 
Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities indicated and on February 14, 2012.
 
 
Signature
 
 
Capacity
 
       
/s/ Tianqiao Chen
 
Chairman and Chief Executive Officer
 
Tianqiao Chen
 
(principal executive officer)
 
       
/s/ Grace Wu
 
Chief Financial Officer
 
Grace Wu
 
(principal financial and accounting officer)
 
       
/s/ Danian Chen
 
Director and Chief Operating Officer
 
Danian Chen
     
       
/s/ Qian Qian Chrissy Luo
 
Non-executive Director
 
Qian Qian Chrissy Luo
     


 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
 
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Shanda Interactive Entertainment Limited, has signed this Amendment in Newark, Delaware, on February 14, 2012.
 
PUGLISI & ASSOCIATES
 
 
By:
/s/ Donald J. Puglisi
 
 
Name:  Donald J. Puglisi
 
 
Title:    Managing Director
 

 
 
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