As filed with the Securities and Exchange Commission on October 17, 2007

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)

99 Fu Quan Road

Shanghai 200335, People’s Republic of China

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

 

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Ctrip.com International, Ltd. 2007 Share Incentive Plan

(Full Title of the Plans)

 

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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)

 

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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

 

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CALCULATION OF REGISTRATION FEE

 

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Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee
Ordinary Shares, $0.01 par value per share (3)		10,000,000		$	97.68		$	976,800,000		$	29,988

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(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 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 Registrant’s 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.

(3)	These shares may be represented by the Registrant’s 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				2
PART II		INFORMATION REQUIRED IN THE REGISTRATION STATEMENT		2
Item 3.		Incorporation of Documents by Reference.		2
Item 8.		Exhibits.		3
SIGNATURES				4
POWER OF ATTORNEY				4
EXHIBIT INDEX				6
Exh. 5.1		Opinion of Maples and Calder.
Exh. 10.3		Ctrip.com International, Ltd. 2007 Share Incentive Plan.
Exh. 23.1		Consent of Maples and Calder.
Exh. 23.2		Consent of Independent Registered Public Accounting Firm.
Exh. 24.1		Power of Attorney.

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 Registrant’s 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.

The following documents filed by the Registrant with the Commission are incorporated by reference herein:

(a) The Registrant’s prospectus dated August 6, 2007 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

(b) The Registrant’s 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 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”).

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.

 

Exhibit No.		Description
5.1		Opinion of Maples and Calder.
10.3		Ctrip.com International, Ltd. 2007 Share Incentive Plan.
23.1		Consent of Maples and Calder (included in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		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, People’s Republic of China, on October 17, 2007.

 

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.

 

Signature				Title
/s/ Min Fan Name: Min Fan				Chief Executive Officer (principal executive officer)
/s/ Jane Jie Sun Name: Jane Jie Sun				Chief Financial Officer (principal financial and accounting officer)
/s/ James Jianzhang Liang Name: James Jianzhang Liang				Chairman of the Board
/s/ Gabriel Li Name: Gabriel Li				Deputy Chairman of the Board
/s/ Neil Nanpeng Shen Name: Neil Nanpeng Shen				Director
/s/ Qi Ji Name: Qi Ji				Director
/s/ JP Gan Name: JP Gan				Director
/s/ Suyang Zhang Name: Suyang Zhang				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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EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Maples and Calder.
10.3		Ctrip.com International, Ltd. 2007 Share Incentive Plan.
23.1		Consent of Maples and Calder (included in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included on signature page hereto).

 

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