As filed with the Securities and Exchange Commission on February 13, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Changyou.com Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands		98-0549988
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Changyou Creative Industrial Park

65 Bajiao East Road, Shijingshan District

Beijing 100043

People’s Republic of China

(Address of Principal Executive Offices, Including Zip Code)

 

 

Changyou.com Limited

2014 Share Incentive Plan

(Full Title of the Plan)

 

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copy to:

Timothy B. Bancroft, Esq.

Goulston & Storrs PC

400 Atlantic Avenue

Boston, Massachusetts 02110-3333

 

 

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		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

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CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered (1)		Amount to be Registered (2)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee (4)
Class A ordinary shares, par value $0.01 per share		2,416,000(5)		$12.93		$31,238,880.00		$3,629.96
Class A ordinary shares, par value $0.01 per share		3,584,000(6)		$12.93		$46,341,120.00		$5,384.84
Total		6,000,000		N/A		$77,580,000.00		$9,014.80

(1)

The Class A ordinary shares of Changyou.com Limited (the “Registrant”) registered hereunder may be represented by American depositary shares (“ADSs”), with each ADS representing two Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-158104).

(2)

This Registration Statement covers, in addition to the number of Class A ordinary shares stated in the table above, an indeterminate number of Class A ordinary shares that may be offered or issued pursuant to the Registrant’s 2014 Share Incentive Plan (as amended and restated to date, the “2014 Plan”) as a result of one or more adjustments under the 2014 Plan to prevent dilution resulting from share splits, share dividends and similar transactions.

(3)

The proposed maximum offering price per share of $12.93, which is one-half of the average of the high and low prices of the Registrant’s ADSs as reported by the NASDAQ Global Select Market for February 9, 2015, and the proposed maximum aggregate offering price are set forth solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and (c) under the Securities Act of 1933 (the “Securities Act”).

(4)	Calculated pursuant to Section 6(b) of the Securities Act.

(5)	Class A ordinary shares issuable upon the vesting of 2,416,000 outstanding restricted share units that were granted under the 2014 Plan.

(6)	Class A ordinary shares available for issuance under the 2014 Plan with respect to equity incentives that have not yet been granted.

 

 

 

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of Form S-8 will be provided to participants in the 2014 Plan as specified by the Note to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

The following documents, which have previously been filed with the Securities and Exchange Commission (the “SEC”), are incorporated in this Registration Statement by reference:

 

(a)

The Registrant’s latest Annual Report on Form 20-F pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the latest prospectus filed pursuant to Rule 424(b)(4) under the Securities Act that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;

 

(b)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report or prospectus referred to in (a) above;

 

(c)

The Registrant’s Registration Statement on Form F-6 (No. 333-158104) filed with the SEC on March 19, 2009; and

 

(d)

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. 001-34271) filed with the SEC on March 25, 2009, which incorporates by reference from the Registrant’s Registration Statement on Form F-1 (File No. 333-158061) originally filed with the SEC on March 17, 2009 the description of the Registrant’s Class A ordinary shares and ADSs included under the headings “Description of Share Capital” and “Description of American Depositary Shares.”

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Registrant’s Annual Report on Form 20-F covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Report.

Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 4.

Description of Securities

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel

Not applicable

 

Item 6.

Indemnification of Officers and Directors

The Registrant’s Second Amended and Restated Articles of Association permit indemnification of directors for expenses incurred in going to, attending and returning from meetings in their capacities as such. In addition, the Registrant has entered into indemnification agreements with the Registrant’s directors that provide such persons with additional indemnification beyond that provided in the Registrant’s Second Amended and Restated Articles of Association.

 

Item 7.

Exemption From Registration Claimed

Not Applicable.

 

Item 8.

Exhibits

The Exhibits listed on the accompanying Index to Exhibits are filed as a part of, and incorporated by reference into, this Registration Statement.

 

Item 9.

Undertakings

(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;

 

(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 periodic reports filed with or furnished to the SEC 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.

 

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(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 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 herein, 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 Registrant’s Second Amended and Restated Articles of Association, or otherwise, the Registrant has been advised that in the opinion of the SEC 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.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Beijing, People’s Republic of China, on February 13, 2015.

 

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dewen Chen and Carol Yu, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Charles Zhang   Chaoyang (Charles) Zhang		Chairman of the Board of Directors		February 13, 2015
/s/ Dewen Chen   Dewen Chen		Co-Chief Executive Officer (principal executive officer)		February 13, 2015
/s/ Carol Yu   Carol Yu		Director and Co-Chief Executive Officer (principal executive officer)		February 13, 2015
/s/ Jasmine Zhou   Jing (Jasmine) Zhou		Chief Financial Officer (principal financial and principal accounting officer)		February 13, 2015
/s/ Dave De Yang   Dave De Yang		Director		February 13, 2015
/s/ Xiao Chen   Xiao Chen		Director		February 13, 2015
/s/ Charles Chan   Charles Chan		Director		February 13, 2015

 

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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 February 13, 2015.

 

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
5.1		Opinion of Conyers Dill & Pearman, Cayman Islands counsel to the Registrant, regarding the legality of the Class A ordinary shares being registered
10.1		Changyou.com Limited 2014 Share Incentive Plan
23.1		Consent of PricewaterhouseCoopers Zhong Tian LLP, an Independent Registered Public Accounting Firm
23.2		Consent of Conyers Dill & Pearman (included in opinion filed as Exhibit 5.1)
24		Power of Attorney (included on signature page)

 

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