- Report of Foreign Issuer (6-K)
January 11 2010 - 1:09PM
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
JANUARY 11, 2010
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.
On January 8, 2010, CDC Software Corporation, a subsidiary of CDC Corporation, held an Investor Call to discuss its recent offer to acquire all of the outstanding shares of Chordiant Software
Corporation. A copy of the transcript from such call is attached hereto as Exhibit 99.1.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, the CDC Software Corporation, or the company, plans to file with the SEC a registration statement on Form F-4 containing a proxy statement/prospectus and other documents regarding the proposed
transaction. The definitive proxy statement/prospectus will be mailed to shareholders of Chordiant Software Inc.
INVESTORS AND SECURITY
HOLDERS OF CHORDIANT SOFTWARE INC. ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CAREFULLY WHEN FILED WITH THE SEC IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus, when
filed, and other documents filed with the SEC by the company through the web site maintained by the SEC at www.sec.gov. Free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the
SEC can also be obtained by directing a request to Monish Bahl, Senior Vice President, Investor Relations (678) 259-8510.
The company
and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the companys directors and executive officers is available
in its Registration Statement on Form F-1/A (333-160600), which was filed with the SEC on August 4, 2009. As of January 5, 2010, CDC Software Corporation owned 392,762 shares of Chordiant Software Inc. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they
become available.
Statements in this release that are forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as the companys ability to achieve the synergies and value creation contemplated by the proposed transaction, the
companys ability to promptly and effectively integrate the businesses of Chordiant Software Inc. and the company, the timing to consummate the proposed transaction, and the diversion of management time on transaction-related issues. For
further information regarding risks and uncertainties associated with the companys business, please refer to the Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk
Factors sections of the companys SEC filings, including, but not limited to, its Registration Statement on Form F-1/A (333-160600), which was filed with the SEC on August 4, 2009, copies of which may be obtained by contacting the
companys Investor Relations department at (678) 259-8510 or at the companys website at www.cdcsoftware.com.
All information
in this communication is as of January 11, 2010. The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the companys expectations. Historical results are not
indicative of future performance.
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Exhibit
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Description
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99.1
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Transcript from January 8, 2010 CDC Software Corporation Investor Call
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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: January 11, 2010
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CDC CORPORATION
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By:
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/s/ Donald Novajosky
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Name: Donald Novajosky
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Title: Vice President, Associate
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General Counsel
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Transcript from January 8, 2010 CDC Software Corporation Investor Call
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