FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-122029
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
PROSPECTUS SUPPLEMENT NO. 6
DATED AUGUST 11, 2006
TO
PROSPECTUS DATED JULY 15, 2005
$275,000,000 PRINCIPAL AMOUNT OF ZERO COUPON SENIOR CONVERTIBLE NOTES DUE 2014
AND ORDINARY SHARES ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements and should be read in connection
with the prospectus of Shanda Interactive Entertainment Limited dated July 15,
2005 and prospectus supplements no. 1 dated July 26, 2005, no. 2 dated August
29, 2005, no. 3 dated October 18, 2005, no. 4 dated November 25, 2005 and no. 5
dated May 12, 2006. This prospectus supplement is qualified by reference to the
prospectus and such prospectus supplements, except to the extent that the
information provided hereby supersedes the information contained in the
prospectus or such prospectus supplements. All capitalized terms used but not
defined in this prospectus supplement have the meanings given them in the
prospectus.
See "Risk Factors" beginning on page 8 of the prospectus to read about risks you
should consider before buying the Notes.
----------
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
The information appearing in the table below, as of the date hereof,
supplements the information appearing under the heading "Information About the
Offering--Selling Securityholders" in the prospectus and the previous prospectus
supplements, and where the name of a selling securityholder identified in the
table below also appears in the table in the prospectus and/or a previous
prospectus supplement, the information set forth in the table below regarding
that selling securityholder supersedes the information in the prospectus and/or
such prospectus supplement. The principal amount of Notes and the number of our
ordinary shares issuable upon conversion of the Notes indicated may be in excess
of the total amount registered under the shelf registration statement of which
this prospectus forms a part, due to sales or transfers by selling
securityholders of such Notes or shares in transactions exempt from the
registration requirements of the Securities Act after the date on which they
provided us information regarding their holdings of Notes and our ordinary
shares.
MAXIMUM NUMBER OF
PRINCIPAL AMOUNT IN ORDINARY SHARES
US$ OF NOTES ISSUABLE UPON
BENEFICIALLY OWNED PERCENTAGE OF OUTSTANDING CONVERSION OF THE NOTES PERCENTAGE OF ORDINARY SHARES
SELLING SECURITYHOLDER AND OFFERED NOTES THAT MAY BE SOLD (1) OUTSTANDING (2)
---------------------- ------------------- ------------------------- ----------------------- -----------------------------
Whitebox Diversified
Convertible Arbitrage
Partners L.P.(3)......... $ 1,000,000 * 50,381 *
----------
* Less than 1%.
(1) For purposes of presenting the maximum number of ordinary shares issuable
upon conversion of the notes, we have assumed that each $1,000 in principal
amount of the notes is convertible into 50.3816 of our ordinary shares.
Although this is the initial conversion rate of the notes, the conversion
consideration for each Note will actually consist of (a) cash in an amount
equal to the lesser of (i) the principal value of such Note, or (ii) the
conversion value of such Note (as defined in this prospectus), and (b) a
number of our ordinary shares equal to the sum of the daily share amounts
(calculated as described in this prospectus) for each of the five
consecutive trading days beginning on the third trading day following the
conversion date. In addition, the conversion rate is subject to adjustment
as described under "Description of the Notes--Antidilution Adjustments" in
the prospectus. As a result, the number of our ordinary shares issuable
upon the conversion of each Note may be higher or lower than the figure
indicated.
(2) Based on 142,181,048 ordinary shares outstanding as of the close of
business on March 31, 2006.
(3) The securityholder has informed us that Andrew Redleaf has voting and
dispositive power over the securities beneficially owned by such
securityholder.
----------
The date of this prospectus supplement is August 11, 2006.