UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Shanda Interactive Entertainment Limited
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
| 81941Q 20 31 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares. |
| CUSIP No. 81941Q 20 3 |
SCHEDULE 13G | Page 2 of 5 pages |
| 1 | NAMES OF REPORTING PERSONS /I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cisco Systems, Inc. Tax ID Number: 77-0059951 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP1 (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of California |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
13,855,499 Ordinary Shares2,3 6 SHARED VOTING POWER
0 7 SOLE DISPOSITIVE POWER
13,855,499 Ordinary Shares2,3 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,855,499 Ordinary Shares2,3 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
x1
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%4 |
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| 12 | TYPE OF REPORTING PERSON
CO |
| 1 | During 2005, the previously reported agreement among the Reporting Person and other shareholders of the Issuer to allocate the volume limitation set forth by Rule 144 under the Securities Act of 1933, as amended, ceased to be effective as to the Reporting Person. Accordingly, this Amendment No. 1 to Schedule 13G does not refer to such agreement or any group that may be alleged to have been formed as a result thereof. |
| 2 | 13,676,314 of such Ordinary Shares are represented by 6,838,157 American Depositary Shares. |
| 3 | Includes 5,000,000 Ordinary Shares (represented by 2,500,000 American Depositary Shares) subject to a secured share forward contract dated January 18, 2005 and 5,000,000 Ordinary Shares (represented by 2,500,000 American Depositary Shares) subject to a secured share collar contract dated June 29, 2005. The Reporting Persons retain limited voting and/or dispositive power with respect to the shares subject to these arrangements during their respective terms and until such time as they are disposed of in accordance therewith. |
| 4 | Based on 142,630,416 Ordinary Shares outstanding as of September 30, 2005, as reported by the Issuer in Exhibit 99.1 to its Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2005. |
| CUSIP No. 81941Q 20 3 |
SCHEDULE 13G | Page 3 of 5 pages |
| Item 1 |
(a) |
Name of Issuer: | ||||||||||
| Shanda Interactive Entertainment Limited | ||||||||||||
| Item 1 |
(b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai 201203 China. | ||||||||||||
| Item 2 |
(a) |
Name of Person Filing: | ||||||||||
| Cisco Systems, Inc. | ||||||||||||
| Item 2 |
(b) |
Address of Principal Business Office or, If None, Residence | ||||||||||
| 170 West Tasman Drive, San Jose, California 95134 | ||||||||||||
| Item 2 |
(c) |
Citizenship: | ||||||||||
| State of California | ||||||||||||
| Item 2 |
(d) |
Title of Class of Securities: | ||||||||||
| Ordinary Shares, $0.01 par value per share | ||||||||||||
| Item 2 |
(e) |
CUSIP Number: | ||||||||||
| 81941Q 20 31 | ||||||||||||
| Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
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| Not applicable. | ||||||||||||
| 1 | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares. |
| CUSIP No. 81941Q 20 3 |
SCHEDULE 13G | Page 4 of 5 pages |
| Item 4. |
Ownership | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| 13,855,4992,3 Ordinary Shares | ||||||||||
| (b) | Percent of Class: | |||||||||
| 9.7%3,4 | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or direct the vote:
13,855,4992,3 Ordinary Shares |
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| (ii) | shared power to vote or direct the vote:
0 |
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| (iii) | sole power to dispose or to direct the disposition of:
13,855,4992,3 Ordinary Shares |
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| (iv) | shared power to dispose or to direct the disposition of:
0 |
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| Item 5. |
Ownership of Five Percent or Less of a Class | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following box: ¨ | ||||||||||
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person | |||||||||
| Not applicable. | ||||||||||
| Item 7. |
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |||||||||
| Not applicable. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group | |||||||||
| Not applicable. | ||||||||||
| Item 9. |
Notice of Dissolution of Group | |||||||||
| Not applicable. | ||||||||||
| Item 10. |
Certifications | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| 2 | 13,676,314 of such Ordinary Shares are represented by 6,838,157 American Depositary Shares. |
| 3 | Includes 5,000,000 Ordinary Shares (represented by 2,500,000 American Depositary Shares) subject to a secured share forward contract dated January 18, 2005 and 5,000,000 Ordinary Shares (represented by 2,500,000 American Depositary Shares) subject to a secured share collar contract dated June 29, 2005. The Reporting Persons retain limited voting and/or dispositive power with respect to the shares subject to these arrangements during their respective terms and until such time as they are disposed of in accordance therewith. |
| 4 | Based on 142,630,416 Ordinary Shares outstanding as of September 30, 2005, as reported by the Issuer in Exhibit 99.1 to its Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2005. |
| CUSIP No. 81941Q 20 3 |
SCHEDULE 13G | Page 5 of 5 pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2006
| CISCO SYSTEMS, INC. | ||
| By: | /s/ Betsy Rafael | |
| Name: | Betsy Rafael | |
| Title: | Vice President, Corporate Controller and Principal Accounting Officer | |