RegistrationNo. 333-202065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-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 Building, Raycom Creative Industrial Park
No. 65 Bajiao East Road, Shijingshan District
Beijing 100043, 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
U.S.A
(212)894-8940
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Timothy B. Bancroft
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, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement onFormS-8 (RegistrationNo. 333-202065) filed by Changyou.com Limited, a Cayman Islands company (the “Registrant”), on February 13, 2015 (the “Registration Statement”) under the Securities Act of 1933. The Registration Statement registered 6,000,000 Class A ordinary shares, par value $0.01 per share, of the Registrant for issuance under the Changyou.com Limited 2014 Share Incentive Plan.
On April 17, 2020, the Registrant completed the merger contemplated by the Agreement and Plan of Merger, dated January 24, 2020 (the “Merger Agreement”), among the Registrant; Sohu.com (Game) Limited, a Cayman Islands company (“Sohu Game”) and an indirect wholly owned subsidiary of Sohu.com Limited, a Cayman Islands company (“Sohu.com”); and Changyou Merger Co. Limited, a Cayman Islands company and a direct wholly owned subsidiary of Sohu Game (“Merger Co.”). Pursuant to the Merger Agreement, Merger Co. was merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a direct and indirect wholly-owned subsidiary of Sohu.com.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all securities registered under the Registration Statement that remain unsold as of the date hereof.
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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 onForm S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on April 17, 2020.
| Changyou.com Limited | ||
By: | /s/ Yaobin Wang | |
Name: Yaobin Wang | ||
Title: Chief Financial Officer | ||
Note: In reliance on Rule 478 under the Securities Act of 1933, only the Registrant has signed this Post-Effective Amendment No. 1.
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