As filed with the Securities and Exchange Commission on June 17, 2004

Registration No. 333-          

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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CTRIP.COM INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

 

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Cayman Islands		7389		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

3F, Building 63-64

No. 421 Hong Cao Road

Shanghai 200233, People’s Republic of China

(8621) 3406-4880

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

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Ctrip.com International, Ltd. 2000 Employees’ Stock Option Plan

Ctrip.com International, Ltd. 2003 Employees’ Stock Option Plan

(Full Title of the Plans)

 

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CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 664-1666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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Copies to:

David T. Zhang

Latham & Watkins LLP

20^th Floor, Standard Chartered Bank Building

4 Des Voeux Road, Central

Hong Kong S.A.R., China

(852) 2522-7886

 

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Calculation of Registration Fee

 

Title of Securities to be Registered		Amount to be Registered(1)			Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Ordinary Shares, $0.01 par value per share (4)		1,020,760	(2)		$	0.7716	(2)		$	787,618.42	(2)
Ordinary Shares, $0.01 par value per share (4)		898,140	(3)		$	5.08	(3)		$	4,562,551.20	(3)
Ordinary Shares, $0.01 par value per share (4)		59,370	(3)		$	33.595	(3)		$	1,994,535.15	(3)
Totals		1,978,270				—			$	7,344,704.77			$	930.57

(1)

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.

(2)

These shares are offered under the 2000 Employees’ Stock Option Plan. Pursuant to Rule 457(h)(1), the maximum aggregate offering price is calculated as the product of 1,020,760 shares issuable upon exercise of outstanding options multiplied by the same exercise price of $0.7716 per share, which equal to an aggregate offering price of $787,618.42. The Registrant will not issue any additional options under this plan.

(3)

These shares are offered under the 2003 Employees’ Stock Option Plan. Pursuant to Rule 457(h)(1), the maximum aggregate offering price is calculated as the sum of (a) the product of 898,140 shares issuable upon the exercise of outstanding options as of May 31, 2004 multiplied by the weighted average exercise price of approximately $5.08 per share, which equal to an aggregate offering price of $4,562,551.20, and (b) the product of the remaining 59,370 shares under the plan multiplied by the average of the high and low prices for the Registrant’s American Depositary Shares, or ADSs, as quoted on the Nasdaq National Market on June 15, 2004, or $33.595, which equal to an aggregate offering price of $1,994,535.15.

(4)	These shares may be represented by the Registrant’s ADSs, each of which represents two ordinary shares. 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

 

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.		Incorporation of Documents by Reference.
Item 4.		Description of Securities.
Item 5.		Interests of Named Experts and Counsel.
Item 6.		Indemnification of Directors and Officers.
Item 7.		Exemption from Registration Claimed.
Item 8.		Exhibits.
Item 9.		Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
Exh.   5.1		Opinion of Maples and Calder Asia.
Exh. 10.1		Ctrip.com International, Ltd. 2000 Employees’ Stock Option Plan.
Exh. 10.2		Ctrip.com International, Ltd. 2003 Employees’ Stock Option Plan.
Exh. 23.1		Consent of Maples and Calder Asia.
Exh. 23.2		Consent of PricewaterhouseCoopers, Independent Auditors.
Exh. 24.1		Power of Attorney.

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item  3.

Incorporation of Documents by Reference.

 

The following documents filed by Ctrip.com International, Ltd. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a) The Registrant’s annual report on Form 20-F for the year ended December 31, 2003, filed with the Commission on May 11, 2004.

 

(b) The description of the Registrant’s 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”), which incorporates by reference the description of the Registrant’s ordinary shares set forth under “Description of Share Capital” in the Registrant’s prospectus filed with the Commission on December 9, 2003 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities 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  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 and Article 147 of the Registrant’s amended and restated articles of association provide that the Registrant may indemnify its directors and officers acting in relation to any of its affairs against any liability incurred by them by reason of any act done or omitted in the execution of their duty in their capacities as such, except if they acted in a willfully negligent manner or defaulted in any action against them.

 

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The Registrant has entered into indemnification agreements with each of its directors and senior officers under which the Registrant indemnifies them to the fullest extent permitted by Cayman Islands law, its articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding to which the indemnitee is or was a party, except expenses and liabilities, if any, incurred or sustained by or through the indemnitee’s own willful neglect or default. Upon the written request by a director or senior officer, the Registrant will, within 10 days after receipt of the request, advance funds for the payment of expenses, unless there has been a final determination that the director or officer is not entitled to indemnification for these expenses.

 

Item  7.

Exemption from Registration Claimed.

 

Not Applicable.

 

Item  8.

Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Maples and Calder Asia.
10.1		Ctrip.com International, Ltd. 2000 Employees’ Stock Option Plan.
10.2		Ctrip.com International, Ltd. 2003 Employees’ Stock Option Plan.
23.1		Consent of Maples and Calder Asia (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers, Independent Auditors.
24.1		Power of Attorney (included on signature page hereto).

 

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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

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(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 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 the foregoing provisions, 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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hong Kong S.A.R., China, on June 17, 2004.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Mr. Neil Nanpeng Shen, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and 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, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact 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 by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/    James Jianzhang Liang         James Jianzhang Liang		Chairman/Chief Executive Officer		June 17, 2004

/s/    Neil Nanpeng Shen         Neil Nanpeng Shen		President/Chief Financial Officer/Director		June 17, 2004

 

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Signature		Title		Date
/s/    Xiaofan Wang		Controller		June 17, 2004
Xiaofan Wang
/s/    JP Gan		Director		June 17, 2004
JP Gan
/s/    Qi Ji		Director		June 17, 2004
Qi Ji
/s/    Gabriel Li		Director		June 17, 2004
Gabriel Li
/s/    Robert Stein		Director		June 17, 2004
Robert Stein
/s/    Suyang Zhang		Director		June 17, 2004
Suyang Zhang
/s/    Donald J. Puglisi Name: Donald J. Puglisi     Title: Managing Director,                   Puglisi & Associates		Authorized Representative in the United States		June 17, 2004

 

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