- Report of Foreign Issuer (6-K)
March 17 2011 - 8:09AM
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
March 17, 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
.
Sunshine Mills Litigation
On February 9, 2011, an indirect subsidiary of CDC
Corporation (CDC), Ross Systems, Inc. (Ross), filed a Notice of Appeal with the Supreme Court of the State of Alabama with respect to its litigation with Sunshine Mills, Inc. (the Sunshine Matter).
The court has ordered Ross and Sunshine Mills to participate in appellate mediation, which is scheduled occur on April 26, 2011. The parties have
also commenced settlement negotiations.
Wells Fargo Credit Facility
On March 14, 2011, Ross and CDC Software Corporation (CDC Software), after negotiation and discussion, agreed to voluntarily repay, without penalty, the entire outstanding principal
balance of $15.0 million under their credit facility (the Credit Facility) with Wells Fargo Capital Finance LLC (Wells Fargo). Such amount was repaid to Wells Fargo on March 16, 2011.
Although the Credit Facility remains open, unless and until the Sunshine Matter is resolved or such matter is otherwise waived by Wells Fargo, neither
Ross, CDC Software nor any of their respective affiliates will be able to access funds from the Credit Facility. Ross had previously received notification from Wells Fargo indicating that entry of the judgment in the Sunshine Matter and commencement
of certain enforcement actions by Sunshine Mills, constituted an event of default under the Credit Facility.
3.75% Senior Exchangeable
Convertible Notes Due 2011
On February 14, 2011, CDC sought leave to file a second amended and supplemental complaint (the
Restated Second Amended Complaint) against Evolution (as hereinafter defined) and others alleging additional facts to support its claims, including that Evolution: (i) communicated confidential information to third parties,
(ii) sought to interfere with CDCs plans for an initial public offering of its subsidiary; and (iii) sought to gain control of CDC.
On February 10, 2011, CDC withdrew its motion to amend its second amended complaint filed in the Supreme Court of the State of New York, County of New York on December 23, 2010 (the Second
Amended Complaint) in its action related to its 3.75% Senior Exchangeable Convertible Notes due 2011 (the Notes) against Evolution Capital Management LLC, Evolution Special Opportunities Fund I SPC, Segregated Portfolio A,
Evolution CDC SPV, Ltd., Evolution Master Fund Ltd. SPC, Evolution Master Fund Ltd. SPC, Segregated Portfolio M and E1 Fund, Ltd. (collectively, Evolution).
In the Restated Second Amended Complaint, CDC is seeking injunctive relief, monetary damages in excess of $295.0 million and punitive damages in excess of $500.0 million.
In addition, Evolution contends, and CDC disagrees, that the judgment in the Sunshine Matter constitutes an Event of Default under the Notes and the note
purchase agreement related thereto.
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Exhibit
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Description
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1.01
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Press release dated February 14, 2011
CDC Corporation Provides Estimate of its 3.75 Percent Senior Exchangeable Convertible Notes Due 2011 at $0.82 per $1.00 of Par Value
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1.02
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Press release dated February 15, 2011
Ross Systems Launches Ross in the Cloud, an ERP SaaS Solution Tailored for Process Manufacturing
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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: March 17, 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:
Title:
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Donald L. Novajosky
Vice
President and Associate General Counsel
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EXHIBIT INDEX
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Exhibit
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Description
|
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1.01
|
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Press release dated February 14, 2011
CDC Corporation Provides Estimate of its 3.75 Percent Senior Exchangeable Convertible Notes Due 2011 at $0.82 per $1.00 of Par Value
|
|
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1.02
|
|
Press release dated February 15, 2011
Ross Systems Launches Ross in the Cloud, an ERP SaaS Solution Tailored for Process Manufacturing
|
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