Report of Foreign Issuer (6-k)
2014年5月23日 - 10:07PM
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2014
Commission File Number: 001-34701
CHARM
COMMUNICATIONS INC.
Legend Town, CN01 Floor 4
No. 1 Ba Li Zhuang Dong Li, Chaoyang District
Beijing 100025, Peoples Republic of China
(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.
Form 20-F
x
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 by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
EXPLANATORY NOTE
This report of foreign private issuer on Form 6-K is being filed in order to furnish the Amendment to the Agreement and Plan of Merger dated May 23, 2014
(the
Amendment
) entered into by and among Engadin Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (
Parent
), Engadin Merger Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (
Merger Sub
), and Charm Communications Inc., an exempted company with limited liability incorporated
under the laws of the Cayman Islands (the
Company
and collectively with Parent and Merger Sub, the
Parties
). The Parties have entered into the Amendment to correct a clerical error in the third line of the
second recital in that certain Agreement and Plan of Merger dated May 19, 2014 by and among the Parties in which the word unanimously was inadvertently included, as the resolutions of the Board of Directors of the Company referred
to therein were adopted with three directors of the Board of Directors of the Company voting for, and one director voting against, such resolutions.
TABLE OF CONTENTS
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.
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CHARM COMMUNICATIONS INC.
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By:
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/
S
/ H
E
D
ANG
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Name:
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He Dang
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Title:
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Chairman and Chief Executive Officer
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Date: May 23, 2014
Exhibit 99.1
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Amendment (this
Amendment
) dated May 23, 2014 to the Agreement and Plan of Merger, dated as of May 19, 2014 (the
Agreement
), by and among Engadin Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (
Parent
), Engadin Merger Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Parent (
Merger Sub
), and Charm Communications Inc., an exempted company with limited liability incorporated under the laws of the
Cayman Islands (the
Company
). Parent, Merger Sub and the Company may hereafter be referred to as a
Party
in their individual capacities and as
Parties
collectively. Unless otherwise specified
herein, all capitalized terms used in this Amendment shall have the meanings given to them in the Agreement.
WHEREAS,
the Parties
have entered into that certain Agreement on May 19, 2014, upon the terms and subject to the conditions of which Merger Sub will be merged with and into the Company (the
Merger
), with the Company surviving the Merger and
becoming a wholly owned subsidiary of Parent as a result of the Merger;
WHEREAS
, the Parties desire to amend certain provisions of
the Agreement in the manner set forth herein; and
WHEREAS
, Section 9.6 of the Agreement provides that the Parties may amend
the Agreement by an instrument in writing signed on behalf of the Parties;
NOW, THEREFORE,
in consideration of the foregoing and
the mutual terms set forth herein, the Parties agree, as follows:
1.
Amendment to Recitals
. The second Whereas clause of the
Agreement is hereby amended and restated to read as follows:
WHEREAS, the Board of Directors of the Company (the
Company
Board
), acting upon the unanimous recommendation of an independent committee of the Company Board (the
Independent Committee
), has (i) determined that it is in the best interests of the Company and its shareholders,
and declared it advisable, to enter into this Agreement and the Cayman Plan of Merger, (ii) approved the execution, delivery and performance by the Company of this Agreement, the Cayman Plan of Merger and consummation of the transactions
contemplated hereby and thereby, including the Merger, and (iii) resolved to recommend the authorization and approval of this Agreement, the Cayman Plan of Merger and the Merger by the shareholders of the Company;
2.
Representations and Warranties of the Company
. The Company hereby represents and warrants to Parent and Merger Sub that (i) it
has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder; and (ii) this Amendment has been duly and validly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to Bankruptcy and Equity Exception.
3.
Representations and Warranties of the Parent and Merger Sub
. Parent and Merger Sub
hereby, jointly and severally, represent and warrant to the Company that (i) each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder; and
(ii) this Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger
Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to Bankruptcy and Equity Exception.
4.
Continuation of Agreement as Amended
. The Agreement, as amended by this Amendment, shall continue in full force and effect.
5.
Counterparts
. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and
delivered to the other parties.
6.
Other Miscellaneous Terms
. The provisions of Article X (Miscellaneous) of the Agreement shall
apply
mutatis mutandis
to this Amendment, and to the Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.
2
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
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ENGADIN PARENT LIMITED
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By:
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/s/ He Dang
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Name:
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Title:
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ENGADIN MERGER LIMITED
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By:
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/s/ He Dang
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Name:
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Title:
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CHARM COMMUNICATIONS INC.
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By:
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/s/ Zhan Wang
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Name:
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Title:
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[Signature Page to Amendment to the Agreement and Plan of Merger]
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