- Report of Foreign Issuer (6-K)
16 7월 2011 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
July 15, 2011
Commission File Number: 000-30134
CDC
CORPORATION
(Translation of Registrants name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
11/F, ING Tower
308 Des Voeux Road Central
Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
x
Form
20-F
¨
Form 40-F
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
¨
Yes
x
No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
n/a
Other Events.
Evolution Litigation
In response to a motion filed by Evolution CDC SPV Ltd., Evolution
Master Fund Ltd., SPC, Segregated Portfolio M and E1 Fund Ltd. (collectively, Evolution), on July 13, 2011, CDC Corporation (the Company) received a written order of the Court relating to the June 29, 2011 hearing on the
Companys motion to reargue prior sanctions (the July 13th Order). The July 13th Order increased the sanctions against the Company to an amount of $150,000 and granted Evolution leave to seek a greater sum if their legal fees
exceed $150,000. The Court imposed sanctions based upon its determination that the Company: (i) willfully disregarded its discovery obligations; (ii) submitted patently false testimony in certain deposition and affidavit testimony; and (iii)
advanced factually and legally unsupportable defenses and claims intended to frustrate Evolutions enforcement of the notes at issue in this matter. At the June 29, 2011 hearing, the Court also orally indicated that it was considering imposing
personal sanctions against Mr. Peter Yip, the Companys Chief Executive Officer, based on his deposition and affidavit testimony.
On
July 14, 2011, the Court orally granted Evolutions motion to prevent the Company from transferring or disposing of assets before the Court enters its final judgment in the
Evolution v. CDC Corporation
litigation (the Evolution
Matter).
On July 14, 2011, the Company filed a motion with the Court seeking: (i) clarification of the Courts July 14, 2011
ruling; and (ii) to permit the Company to pursue various pre-planned transactions in order to obtain the cash necessary to either pay Evolution or to post a bond to supersede the Courts judgment should the Company elect to pursue an appeal.
Appointment of Special Committee
At a meeting held on July 15, 2011, the board of directors of the Company (the Board) formed a special committee comprised of independent Board members, to investigate the matters related to
the July 13th Order.
Annual Report on Form 20-F
On June 30, 2011, the Company filed notifications pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission (the SEC) to
seek an extension of time to file its Annual Report on Form 20-F for the year ended December 31, 2010 (the 20-F), to no later than July 15, 2011.
In light of the Courts July 13th Order in the Evolution Matter, management and the Board, in consultation with external advisors, are evaluating any potential impact this may have on the
Companys financial statements. Consequently, the Company is unable to file its 20-F with the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 15, 2011
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CDC CORPORATION
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By:
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/s/ Donald L. Novajosky
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Name:
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Donald L. Novajosky
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Title:
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Vice President, Associate General Counsel & Secretary
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Cdc Corp. (MM) (NASDAQ:CHINA)
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