FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of January 2010
Commission
File Number: 000-50476
Webzen
Inc.
(Translation
of registrant’s name into English)
14
th
Floor,
Daerung Post Tower 2nd
182-13
Guro-Dong Goru-Gu
Seoul,
Korea 152-790
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or 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:
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
Webzen
Inc.
INDEX TO
EXHIBITS
|
|
|
|
|
1.
|
|
Decision
on Calling Shareholders’ Meeting(Revised)
|
|
|
|
|
|
|
|
|
SIGNATURES
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.
|
|
|
Webzen
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February
25, 2010
|
|
By:
|
/s/
Chang Keun Kim
|
|
|
|
|
|
|
Name:
|
CHANG
KEUN KIM
|
|
|
|
|
|
|
Title:
|
Chief
Executive Officer
|
|
Item1
Decision
on Calling Shareholders’ Meeting (Revised)
|
Revise
Date
|
February 25,
2010
|
|
1.
Related
Revise Disclosure
|
Decision on
Calling Shareholders’ Meeting
|
|
2.
Related
Revise Disclosure date
|
February 23,
2010
|
|
3.
Reason for
Revised
|
Simple Miss
Typed
|
|
4.
Revised
Item
|
|
|
Revised
Item
|
Before
Revised
|
After
Revised
|
|
Attached
Item4
|
Item 4
Approval of Limitation on Remuneration of Directors
Pursuant to
provisions of our Articles of Incorporation, the limit on remuneration of
directors including outside directors shall be approved at the Annual
General Meeting of Shareholders. The Board of Directors is empowered to
determine the compensation of respective directors. The Board of Director
proposes total remuneration limit for directors to be KRW
1,200
million in 2010.
Details of
the Limitation on Remuneration of Directors
|
Item 4
Approval of Limitation on Remuneration of Directors
Pursuant to
provisions of our Articles of Incorporation, the limit on remuneration of
directors including outside directors shall be approved at the Annual
General Meeting of Shareholders. The Board of Directors is empowered to
determine the compensation of respective directors. The Board of Director
proposes total remuneration limit for directors to be KRW
1,260
million in 2010.
Details of
the Limitation on Remuneration of Directors
|
|
|
Approved
Total Limitation on Remuneration of Directors in 2009
|
KRW
1,200,000,000
|
Approved
Total Limitation on Remuneration of Directors in 2009
|
KRW
1,200,000,000
|
|
|
Total payment
on Remuneration of Directors in 2009
|
KRW 565,522,707
|
Total payment
on Remuneration of Directors in 2009
|
KRW 565,522,707
|
|
|
Approval of
Limitation on Remuneration of Directors in 2010
|
KRW
1,200,000,000
|
Approval of
Limitation on Remuneration of Directors in 2010
|
KRW
1,260,000,000
|
Decision
on Calling Shareholders’ Meeting
|
1.
Date and
Time
|
Date
|
26 March
2010
|
|
Time
|
AM
9:00
|
|
2.
Place
|
Guro-gumin
meeting hall 12 Euisadang-Gil Guro-gu Seoul Korea
|
|
3.
Agenda and
Key Issues
|
Matters to be
Reported
-
Auditors’
Reports
-
Business
Report for the 10
th
Fiscal Year
-
Selection of
External Auditor
Matters
requiring resolution
Agenda No
1.
Approval of
Balance sheet, Income Statement and Statement of Accumulated Deficit for
the 10
th
Fiscal Year
Agenda No
2.
Amendments of
Articles of Incorporation
Agenda No
3.
Approval of
Grant of Stock Purchase Option by the Board of Directors
Agenda No
4.
Approval of
Limitation on Remuneration of Directors
|
|
4.
Date of Board
of Directors Resolution
|
22 Feb
2010
|
|
-
Outside
Directors in Attendance
|
Number
Present
|
3
|
|
Number
Absent
|
-
|
|
-
Auditors in
Attendance( on Audit Committee who are not outside
Directors)
|
-
|
|
5.
Other
|
-
|
|
※
Relevant
Disclosure
|
-
|
Introduction or
abolition of Cumulative Voting
|
|
As
Is
|
To
Be
|
|
Introduction
of Cumulative Voting
|
-
|
-
|
|
Exclusion of
Cumulative Voting
|
-
|
Introduction
|
Webzen
Inc.
10
th
Annual
General Meeting of Shareholders
Dear Valued
Shareholders,
Based on our
Article 25 of the Articles of Incorporation, the Board of Directors are calling
the 10
th
Annual
General Meeting of Shareholders, and look forward to your
participation.
|
1.
|
Date
and Time : 9:00 a.m. Friday, March 26
th
,
2010
|
|
2.
|
Place
: 1F, Guro-gumin meeting hall, 12 Euisadang-Gil, Guro-gu, Seoul 152-842,
Korea
|
|
|
Item
1:
|
Approval
of Non-consolidated Balance Sheet, Income Statement and
Statement of
Appropriation of Retained Earnings for the 10
th
Fiscal Year
|
|
|
Item
2:
|
Amendments
to the Articles of
Incorporation
|
|
|
Item
3:
|
Approval
of Grant of Stock Purchase Option by Board of
Directors
|
|
|
Item
4:
|
Approval
of Limitation on Remuneration for
Directors
|
|
4.
|
Calling
Annual General Meeting of Shareholders and
Notice
|
Pursuant to Article
542-4 of the Korean Commercial Code, we publish the calling notice
electronically, and also provide relevant information at our head office and
branches and through Financial Supervisory Service, Korea Securities Dealers
Association and Hana Bank Securities Agent. Please refer to the
notice and information, as needed.
|
5.
|
Exercise
of Actual Shareholder’s Voting
Rights
|
Beneficial
stockholders who have their stocks deposited at the Korea Securities Depository
may exercise their voting rights directly or, if the stockholders do not want to
exercise their voting rights, have to notify their intentions to the Korea
Securities Depository at least five (5) days prior to the meeting. If
no notification is given, according to clauses 5 and 6, Article 314 of the
Capital Market and Financial Investment Business Act, the Korea Securities
Depository can exercise their respective voting rights.
|
6.
|
Preparation
Material for Meeting
|
-Direct exercise:
Attendance sheet, shareholder’s identification
-Proxy exercise:
Attendance sheet, mandate letter (which states the shareholder and proxy’s
personal information and has legal seal imprinted) and proxy’s
identification.
|
Item
1
|
Approval
of Balance Sheet, Income Statement and Statement of Appropriation of
Retained Earnings for the 9
th
Fiscal Year
|
Balance
sheet
December 31, 2009
and 2008
|
|
|
|
|
(Unit :
KRW)
|
|
|
D
e
scription
|
As of Dec
-31
-2009
|
|
|
As of Dec
-31
-2008
|
|
|
Assets
|
|
|
|
|
|
|
Current
Assets
|
88,921,184,111
|
|
|
76,475,160,673
|
|
|
Non-Current
Assets
|
43,327,295,346
|
|
|
54,380,881,728
|
|
|
Investments
|
458,671,101
|
|
|
2,690,077,964
|
|
|
Property,
Plant and Equipment
|
3,879,309,824
|
|
|
5,461,695,792
|
|
|
Intangible
Assets
|
5,343,785,398
|
|
|
4,998,235,129
|
|
|
Other
non-current Assets
|
33,645,529,023
|
|
|
41,230,872,843
|
|
|
Total
Assets
|
1
32,248,479,457
|
|
|
130,856,042,401
|
|
|
Liab
i
lities
|
|
|
|
|
|
|
Current Liab
i
lities
|
7,159,263,854
|
|
|
6,208,173,010
|
|
|
Non-Current Liab
i
lities
|
4,852,255,657
|
|
|
5,646,156,446
|
|
|
Total Liab
i
lities
|
12,011,519,511
|
|
|
11,854,329,456
|
|
|
Sharehol
d
ers' Equity
|
|
|
|
|
|
|
Capital
Stock
|
6,487,000,000
|
|
|
6,487,000,000
|
|
|
Capital
Surplus
|
135,892,426,686
|
|
|
135,527,919,976
|
|
|
Capital
Adjustment
|
(
18,717,073,611
)
|
|
|
(
19,126,728,597
)
|
|
|
Accumulated Other Comprehensive
Income/Loss
|
(
1,442,217,160
)
|
|
|
(
1,585,072,927
)
|
|
|
Retained
Earnings
|
(
1,983,175,969
)
|
|
|
(
2,301,405,507
)
|
|
|
Total Sharehol
d
ers' Equity
|
120,236,959,946
|
|
|
119,001,712,945
|
|
|
Total Liabilities and
Shareholders' Equity
|
132,248,479,457
|
|
|
130,856,042,401
|
|
Income
Statement
For the year ended
December 31, 2009 and 2008
|
|
|
|
|
(Unit :
KRW)
|
|
|
Description
|
2009 Year
ended
|
|
|
2008 Year
ended
|
|
|
I. Revenue
|
27,802,307,596
|
|
|
28,481,064,580
|
|
|
II. Cost of
Revenue
|
12,401,467,584
|
|
|
11,754,336,018
|
|
|
III. Gross
Profit
|
15,400,840,012
|
|
|
16,726,728,562
|
|
|
IV. Operating
Expenses
|
16,947,071,120
|
|
|
23,772,992,372
|
|
|
V. Operation
Profit
|
(
1,546,231,108
)
|
|
|
(
7,046,263,810
)
|
|
|
VI. Other
Income
|
6,418,455,270
|
|
|
9,378,395,755
|
|
|
VII. Other
Expenses
|
3,499,201,377
|
|
|
15,796,409,241
|
|
|
VIII. Net Income before Income
Taxes
|
1,373,022,785
|
|
|
(
13,464,277,296
)
|
|
|
IX. Income Tax
Expenses
|
1,054,793,247
|
|
|
801,347,350
|
|
|
X. Net
Income
|
318,229,538
|
|
|
(
14,265,624,646
)
|
|
Statements
of Appropriation of Accumulated Deficit
For the Year Ended
December 31, 2009 and 2008
|
|
|
|
|
(Unit :
KRW)
|
|
|
Description
|
2009
Amount
|
|
|
2008
Amount
|
|
|
Ⅰ
. Retained Earnings before
Appropr
i
ations
|
2,866,279,474
|
|
|
3,184,509,012
|
|
|
1.
Un
appropriated Retained Earnings
Carried over from Prior Year
|
3,184,509,012
|
|
|
11,384,774,389
|
|
|
2. Retained Earnings
Adjustment
|
|
|
|
-303,658,755
|
|
|
3. Net
Income
|
-318,229,538
|
|
|
-14,265,624,646
|
|
|
Ⅱ
. Unapp
r
opr
ia
te
d
Retained Earnings to be carried
over forward to s
u
bsequent
year
|
2,866,279,474
|
|
|
3,184,509,012
|
|
|
|
|
|
|
|
|
Item
2 Amendment to Articles of Incorporation
|
Article
|
Before
Amendment
|
After
Amendment
|
|
Article
4.
|
Public
notices by the Company shall be given
by publication in
The
Korea Economic Daily
, a daily newspaper
published in Seoul, Korea
.
|
Public
notices by the Company shall be given
through its Internet
homepage (
www.webzen.com
).
However, the notice
shall be given by publication in
The
Korea Economic Daily
when it is not able
to give public notices through its Internet homepage because of computer
problems or other reasons that cannot be remedied in the reasonable period
of time
.
|
|
Article
11-2-1
|
… issuance of
new shares in the form of capital increase through a public offering by a
resolution of the Board of Directors in accordance with the provisions of
Article 165-6 of the
Capital
Market and Financial Investment Business Act …
.
|
…issuance of
new shares in the form of capital increase through a public offering by a
resolution of the Board of Directors in accordance with the provisions of
Article 165-6 of the
Capital
Market and Financial Investment Business Act
,
not exceeding 20/100
of total number of issued and outstanding shares
….
|
|
Article
11-2-4
|
… issuance of
new shares to the domestic/overseas finance companies to meet the
Company’s urgent funding requirement ….
|
…issuance of
new shares to the domestic/overseas finance companies
or institutional
investors
to meet the Company’s urgent funding requirement
, not exceeding 20/100
of total number of issued and outstanding shares
….
|
|
Article
12-3
|
… not
exceeding
50/100
of the
total number of issued and outstanding shares ….
|
…not
exceeding
20/100
of the
total number of issued and outstanding shares ….
|
|
Article
16-1
|
The Company
may cancel shares within profits by a resolution of the Board of Directors
….
|
The Company
may cancel shares within profits by a resolution of the Board of
Directors
, not
exceeding 20/100 of total number of issued and outstanding shares
….
|
|
Article
17-2
|
The transfer
agent,
the
location where its services are to be rendered
and the scope of its
duties shall be determined by the Board of Directors of the Company and
shall be publicly announced ….
|
The transfer
agent,
its place
of business
and the scope of its duties shall be determined by the
Board of Directors of the Company and shall be publicly announced
….
|
|
Article
34-3
|
Newly
established
|
The Company may not
adopt the cumulative voting systems for election of two or more Directors
as provided in Article 382-2 of the Korean Commercial
Code
|
|
Article
47-2
|
A resolution
of the Board of Directors concerning discharge of an Audit Committee
member shall require an affirmative vote of two thirds of the directors
….
|
Deleted
|
|
Article
52
|
With respect
to appointing external auditors, the Company shall obtain approval of the
External
Auditor
Nomination
Committee (or the Audit Committee) pursuant to the
provisions of the Act on External Audit of Stock Companies and shall
report appointment of external auditors at
the first ordinary
shareholders' meeting after appointment
.
|
With respect
to appointing external auditors, the Company shall obtain approval of the
External
Auditor
Nomination
Committee (or the Audit Committee) pursuant to the
provisions of the Act on External Audit of Stock Companies and report the
appointment of external auditors
at the immediately
subsequent Annual General Shareholders' Meeting or provide notice to
shareholders before the end of fiscal year by delivering written
notification or by posting such information on the Company's
website.
|
|
Addendum
|
Newly
established
|
These Articles are
amended on March 26, 2010, except for Article 4 which is deemed to be
amended on May 29, 2010
|
Item
3 Approval of Grant of Stock Purchase Option by the Board of
Directors
Details of the
stock purchase option to be granted by the Board of Directors are as
follow:
|
BOD
Resolution
Date
|
Grantees
|
Relationship
to company
|
Shares to be
Granted
|
|
Type of
Share
|
Number of
Shares
|
|
May 14,
2009
|
HiuJun
Shin
|
Employee
|
Common
Shares
|
12,000
|
|
BOD
Resolution
|
Method of
Grant
|
Grant of new
shares or grant of treasury stocks
|
|
May 14,
2009
|
Type of
Shares to be granted
|
Common
Shares
|
|
Number of
Shares to be granted
|
12,000
|
|
Exercise
period
|
May 14, 2011
– May 13, 2013
|
|
Exercise
price
|
KRW
13,600
|
Details of
remaining stock purchase option as of February 22, 2010 as follow:
|
Total number
of shares outstanding
|
Range of
stock purchase options that can be granted
|
Type of
shares
|
Remaining
number of shares that can be granted
|
Remaining
|
|
12,974,000
|
15% of the
total number of shares outstanding
|
Common
Shares
|
517,150
|
1,424,950
|
Item
4 Approval of Limitation on Remuneration of Directors
Pursuant to
provisions of our Articles of Incorporation, the limit on remuneration of
directors including outside directors shall be approved at the Annual General
Meeting of Shareholders. The Board of Directors is empowered to determine the
compensation of respective directors. The Board of Director proposes total
remuneration limit for directors to be KRW 1,260 million in 2010.
Details of the
Limitation on Remuneration of Directors
|
Approved
Total Limitation on Remuneration of Directors in 2009
|
KRW
1,200,000,000
|
|
Total payment
on Remuneration of Directors in 2009
|
KRW 565,522,707
|
|
Approval of
Limitation on Remuneration of Directors in 2010
|
KRW
1,260,000,000
|