UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
Webzen
Inc.
|
(Name
of Issuer)
|
|
Common
Shares, 500 Won per share
|
(Title
of Class of Securities)
|
|
94846M102
|
(CUSIP
Number)
|
Daerung
Post Tower II 14
th
Floor
182-13
Guro3-Dong, Guro-Gu
Seoul,
Korea 152-790
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April
15, 2010
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the
following box.
¨
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Exchange Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
1
|
NAMES
OF REPORTING PERSONS
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
o
|
|
(b)
|
x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Korea,
Republic of
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
* Beneficial
ownership of 997,851 Common Shares owned by Nam-Ju Kim, Ki-Yong Cho and Kil-Saup
Song (the “Individuals”) is being reported hereunder because NHN Games Co., Ltd.
may be deemed to have formed a group with the Individuals as a result of the
Arrangement and the relationship described in this Amendment No.
3. Beneficial ownership of 10,000 Common Shares owned by Chang Keun
Kim is being reported hereunder because Chang Keun Kim was a director of NHN
Games Co., Ltd. and, due to this relationship, his Common Shares may be deemed
to be co-hold with NHN Games Co, Ltd. Pursuant to Rule 13d-4, neither
the filing of this Amendment No. 3 nor any of its contents shall be deemed to
constitute an admission by NHN Games Co., Ltd. that it is the beneficial owner
of any Common Shares owned by the Individuals or Chang Keun Kim for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly
disclaimed.
1
|
NAMES
OF REPORTING PERSONS
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
o
|
|
(b)
|
x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Korea,
Republic of
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
* Beneficial
ownership of 3,469,784 Common Shares owned by NHN Games Co., Ltd., 599,215
Common Shares collectively owned by Individuals other than Nam-Ju Kim and 10,000
Common Shares owned by Chang Keum Kim is being reported hereunder because NHN
Games Co., Ltd. may be deemed to have beneficial ownership of such shares as a
result of the Arrangement and the relationship described in this Amendment No.
3, and NHN Games Co., Ltd. and
Nam-Ju Kim may be deemed to
have formed a group
. Pursuant to Rule 13d-4, neither the
filing of this Amendment No. 3 nor any of its contents shall be deemed to
constitute an admission by Nam-Ju Kim that he is the beneficial owner of any
Common Shares except for those for which he exercises sole voting power for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly
disclaimed.
1
|
NAMES
OF REPORTING PERSONS
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
o
|
|
(b)
|
x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Korea,
Republic of
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
*
Beneficial ownership of
3,
469,784
Common Shares owned by
NHN Games Co.,
Ltd
.
,
703,756
Common Shares collectively owned by
Individual
s other than Ki-Yong Cho
and
10,000 Common Shares owned by
Chang Keun Kim
is being reported hereunder because
NHN Games Co.,
Ltd.
may be
deemed to have beneficial ownership of such shares as a result of the
A
rrangement
and the
relationship
described in
th
is
Amendment No. 3
, and
NHN Games Co., Ltd.
and Ki-Yong Cho may be deemed to have
formed a group. Pursuant to Rule 13d-4, neither the filing of this
Amendment No. 3
nor any of its contents shall be deemed
to constitute an
adm
ission by Ki-Yong Cho that he
is the beneficial owner of
any Common Shares except for those for which he exercises sole voting power for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly d
i
sclaimed.
1
|
NAMES
OF REPORTING PERSONS
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
o
|
|
(b)
|
x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Korea,
Republic of
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
* Beneficial
ownership of 3,469,784 Common Shares owned by NHN Games Co., Ltd., 692,731
Common Shares collectively owned by Individuals other than Kil-Saup Song and
10,000 Common Shares owned by Chang Keun Kim is being reported hereunder because
NHN Games Co., Ltd. may be deemed to have beneficial ownership of such shares as
a result of the Arrangement and the relationship described in this Amendment No.
3, and NHN Games Co., Ltd. and Kil-Saup Song may be deemed to have formed a
group. Pursuant to Rule 13d-4, neither the filing of this Amendment
No. 3 nor any of its contents shall be deemed to constitute an admission by
Kil-Saup Song that he is the beneficial owner of any Common Shares except for
those for which he exercises sole voting power for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
1
|
NAMES
OF REPORTING PERSONS
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
o
|
|
(b)
|
x
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Korea,
Republic of
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
None
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8%
|
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
*
Beneficial ownership of
3,
469,784
Common Shares owned by
NHN Games Co.,
Ltd
.
,
and
997,851
C
o
mmo
n
Shares
collectively owned by
the Individuals
is
being reported hereunder because
NHN Games Co., Ltd.
may be
deemed to have beneficial ownership of such shares as a result of the
A
rrangement
and the
relationship
described in this
Amendment No. 3
, and
NHN Games Co., Ltd.
and
Chang Keun Kim
may be deemed to have formed a
group
based upon their
relationship
. Pursuant to Rule 13d-4,
neither the filing of this
Amendment No. 3
nor any of its contents shall be deemed
to constitute an
adm
ission by
Chang Keun Kim
that he is the beneficial owner of any
Common Shares except for those for which he exercises sole voting power for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is exp
r
essly disclaimed.
AMENDMENT
NO. 3 TO SCHEDULE 13D
This
Amendment No. 3 amends the Report on Schedule 13D, originally filed on June 26,
2008 (the “
Original
13D
”), as amended by Schedule 13D filed on October 7, 2008 (“
Amendment No. 1
”) and Schedule
13D filed on June 19, 2009 (“
Amendment No. 2
” and,
collectively with the Original 13D and Amendment No. 1, the “
Schedule 13D
”), with respect
to the Common Shares (as defined below) of the Company (as defined below)
beneficially owned, directly or indirectly, by NHN Games Co. Ltd., a company
incorporated with limited liability under the laws of the Republic of Korea
(“
NHN
Games
”).
The
Reporting Persons (as defined below) are filing this Amendment No. 3 in
connection with NHN Games’ entry into an Agreement and Plan of Merger with the
Company as described in Item 4 below.
Unless
indicated otherwise, all items left blank remain unchanged and any items which
are reported are deemed to amend and supplement the existing items in the
Schedule 13D. Capitalized terms used without definitions in this
Amendment No. 3 shall have the respective meanings ascribed to them in the
Schedule 13D.
Item
1. Security and Company
This
statement relates to the common shares, par value
W
500 per share, of
Webzen, Inc. (the “
Common
Shares
”), a company incorporated with limited liability under the laws of
the Republic of Korea (the “
Company
”). The
principal executive office of the Company is located at Daerung Post Tower II,
14th Floor, 182-13 Guro3-Dong, Guro-Gu, Seoul 152-790, Korea.
Item 2. Identity and
Background
(a)
–
(c)
This
Amendment No. 3
is
being
filed
jointly by
(i)
NHN Games
,
(ii)
Nam-Ju Kim, Ki-Yong Cho
and
Kil-Saup Song
(“
Individual
s”
)
and (iii) Chang Keun Kim (Chang Keun
Kim, together with N
HN
Games and the Individuals (the “
Reporting
Persons
,
”
).
On August 24, 2009
Hyung-Choel Kim
resigned from his post as the CFO and
Director of the Company and withdrew from the
A
rrangement (as
defined
below) and the group
.
Individuals
and Chang Keun Kim
Each of
the Individuals recently was or currently is a Director and/or a member of the
senior management of the Company. Due to this relationship, the
Individuals are deemed to co-hold the Common Shares under Section 142 of the
Capital Market and Financial Investment Business Act of the Republic of
Korea.
Chang
Keun Kim is the Chief Executive Officer of the Company. Until
November 28, 2008, Chang Keun Kim was a director of NHN Games, and due to this
relationship with NHN Games, Chang Keun Kim is deemed to co-hold the Common
Shares with NHN Games under Section 142 of the Capital Market and Financial
Investment Business Act of the Republic of Korea.
Below is
the name, business address, present principal occupation or employment and
citizenship of each of the Individuals and Chang Keun Kim, as of the date
hereof.
|
|
Residence
or business address
|
|
Present
principal occupation
|
|
|
|
|
|
|
|
|
|
Nam-Ju
Kim
|
|
#C-3407
Galleria Apt.
40
Jamsil-dong, Songpa-Gu
Seoul,
Korea
|
|
–
|
|
Korea
|
|
|
|
|
|
|
|
Ki-Yong
Cho
|
|
Joongwon
Building
8
th
Fl, 158-3 Sokchon-Dong
Songpa-Gu,
Seoul
Korea
138-190
|
|
CEO
of Reloaded Studios Inc.
|
|
Korea
|
|
|
Residence
or business address
|
|
Present
principal occupation
|
|
|
|
|
|
|
|
|
|
Kil-Saup
Song
|
|
#101-3201
StarPark
Sinchun-dong,
Songpa-Gu
Seoul,
Korea
|
|
–
|
|
Korea
|
|
|
|
|
|
|
|
Chang
Keun Kim
|
|
Daerung
Post Tower II
14th
Fl, 182-13 Guro3-Dong
Guro-Gu,
Seoul, 152-790
Korea.
|
|
President,
CEO and Director of the Company
|
|
Korea
|
NHN
Games
NHN Games
is a developer of massively-multiplayer online games (“MMOGs”) and is a
subsidiary of NHN Corporation, an operator of Naver, an Internet search engine
and an online game portal, based in Korea. The address of the principal office
of NHN Games is Daerung Post Tower II, 13th Floor, 182-13 Guro3-Dong, Guro-Gu,
Seoul 152-790, Korea. NHN Games is a privately owned company and is
not listed on any exchanges. Set forth in Schedule A hereto, which is
incorporated herein by reference, are the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and citizenship of each of the directors and senior officers of NHN Games, as of
the date hereof.
(d) During
the past five years, neither the Individuals, Chang Keun Kim, NHN Games nor, to
NHN Games’ knowledge, any person named in Schedule A hereto has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the past five years, neither the Individuals, Chang Keun Kim, NHN Games nor, to
NHN Games’ knowledge, any person named in Schedule A hereto was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) See
(a) – (c) above.
Item
3. Source and Amount of Funds or other Consideration
The
description of the Transaction (as defined below) set forth in Item 4 below is
incorporated by reference in its entirety into this Item 3.
The
Company and NHN Games entered into an Agreement and Plan of Merger, dated as of
April 15, 2010 (the “
Merger
Agreement
”). Pursuant to the Merger Agreement, NHN Games will
merge into the Company, subject to required approval from the shareholders and
relevant governmental agencies (the “
Transaction
”). In
consideration for the Transaction, shareholders of NHN Games will receive
1.57262712 Common Shares for every NHN Games’ common share. This summary of the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the English translation of the Merger Agreement filed
as Exhibit 2.1 to this Amendment No. 3 and incorporated by reference in its
entirety into this Item 3.
Item
4. Purpose of Transaction
The
Transaction is aimed at realizing the benefit of synergy effects by combining
the operations and streamlining the online game development process in the face
of increasing competition and slowdown in market growth rate.
NHN Games
is the largest and controlling shareholder of the Company. NHN Games
became the largest shareholder of the Company since June 2008 and currently owns
3,469,784 Common Shares or 29.3% of the outstanding Common Shares. On
September 9, 2008, Nam-Ju Kim, Ki-Yong Cho, Kil-Saup Song, Hyung-Cheol Kim (no
longer part of the Arrangement (as defined below) since August 2009) and Chang
Keun Kim each executed and delivered a power of attorney appointing NHN Games as
the attorney-in-fact with full power and authority to act with respect to all
matters related to Section 147 of the Capital Market and Financial Investment
Business Act, which sets forth the obligation to report beneficial ownership of
equity securities of more than 5% of a class of stock listed on Korea Exchange
or KOSDAQ. When NHN Games purchased the Common Shares from the
Individuals, it had an informal arrangement (the “
Arrangement
”) with the
Individuals that the Individuals would have a good faith discussion with NHN
Games before exercising any voting rights of the Common Shares and that they
shall exercise such voting rights together in the same direction in accordance
with the discussion for matters relating to changing or influencing control of
the Company, including:
• elections
and dismissals of directors;
• amendments
to the article of incorporation regarding the organization of the Company
including any change to the board of directors;
• changes
to the capital of the Company;
• approvals
of dividend plans;
• mergers
and spin-offs;
• general
share exchanges or stock transfers;
• transfers
or acquisitions of significant business operations;
• disposals
of significant assets; and
• dissolution
of the Company.
After the
Transaction, the Arrangement will no longer be effective as one of the main
parties, NHN Games, will cease to exist.
The
Transaction will be consummated through a merger of NHN Games with and into the
Company under Korean law, pursuant to which NHN Games will cease to exist and
the Company will be the surviving entity. In connection with the
Transaction, shareholders of NHN Games will be issued the Common Shares in
exchange for the shares of NHN Games held by them, pursuant to an exchange ratio
determined by a formula prescribed under Korean securities
law. Article 176-5 of the Enforcement Decree of the Financial
Investment Services and Capital Markets Act of Korea (the “Enforcement Decree”)
provides that, in cases of a merger between a “stock-listed corporation” and a
“stock-unlisted corporation” (i.e., a private company), (i) the stock exchange
ratio shall be determined based upon the market price of the stock-listed
corporation (as long as market price exceeds the net asset value per share) and
the weighted average of “asset value,” “earnings value” and “relative value” of
the stock-unlisted corporation, provided that when relative value is
unavailable, it may be replaced with the weighted average of the asset value and
earnings value (the methods of calculating asset value, earnings value and
relative value are to be prescribed by the Financial Services Commission
(“FSC”)) and (ii) if the surviving entity after the merger is a stock-listed
corporation, the appropriateness of the merger value shall be appraised by an
outside appraisal organization such as an accounting firm, credit rating agency
or other organizations designated in the rules. In the Transaction,
NHN Games used the weighted average of the asset value and earnings value in
assessing its stock value for the calculation of the stock exchange
ratio. Based on this formula (using April 14, 2010 as the base date
for the calculation), the stock exchange ratio was 1.57262712 Common Shares per
one NHN Games’ common share.
Deloitte
Anjin LLC (“Deloitte”), a member firm of Deloitte Touche Tohmatsu, a Swiss
Verein, verified the appropriateness of the merger value and stock exchange
ratio pursuant to Article 176-5 of the Enforcement Decree.
The
Company and NHN Games held the meetings of the board of directors on April 15
and approved the Transaction based on the exchange ratio verified by
Deloitte. After the board approvals, both companies entered into the
Merger Agreement, filed a merger report on Data Analysis, Retrieval and Transfer
System (“DART”) of the Financial Supervisory Service of Korea (“FSS”)
and made it public. Both companies are obligated to call
shareholders’ meetings to obtain approval from the shareholders in accordance
with the articles of both companies and the Korean Commercial
Code. Shareholders of both companies opposing the Transaction will
have appraisal rights under the Korean Commercial Code.
After the
consummation of the Transaction, the Common Shares held by NHN Games will be
transferred to the Company and be held as treasury shares, and NHN Games will
cease to exist. As noted above, the Arrangement will cease following
the consummation of the Transaction.
We expect
the Company’s current senior management team to stay on after the consummation
of the Transaction. There will be no changes to the present board of
directors except that the single vacancy on the board is expected to be filled
during the shareholder meeting to be held to approve the
Transaction. As NHN Games and the Company are in the same online game
industry, the Company’s business will not change after the
Transaction.
Until the
consummation of the Transaction, the Reporting Persons intend to review their
holdings in the Company on a continuing basis and, depending upon the price and
availability of the Company securities, subsequent developments affecting the
Company, the business prospects of the Company, general stock market and
economic conditions, tax considerations and other factors deemed relevant, may
consider increasing or decreasing its investment in the Company. As
part of this ongoing review, Reporting Persons have engaged and/or may in the
future engage, legal and financial advisors to assist them in such review and in
evaluating strategic alternatives that are or may become available with respect
to their holdings in the Company.
Other
than as described above, neither the Reporting Persons, nor, to the knowledge of
the Reporting Persons, any of their directors or executive officers have any
current plans or proposals that relate to or would result in any of the actions
set forth in items (a) through (j) of Item 4 of the instructions to Schedule
13D, although the Reporting Persons reserve the right to develop such plans or
proposals.
This
summary of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the English translation of the Merger Agreement
filed as Exhibit 2.1 to this Amendment No. 3, and is incorporated by reference
in its entirety into this Item 4.
Item
5. Interest in Securities of the Company
(a)-(b) There
were 11,856,948 Common Shares outstanding (excluding treasury stock) as of the
date hereof.
NHN Games
individually owns 3,469,784 shares or 29.3% of the outstanding Common
Shares. Due to the Arrangement with the Individuals and the
relationship with Chang Keun Kim as described above, NHN Games may be deemed to
beneficially own the Common Shares held by Nam-Ju Kim, Ki-Yong Cho, Kil-Saup
Song and Chang Keun Kim for purposes of Rule 13d-3 under the Exchange Act, in
which case, his beneficial ownership represents 4,477,635 shares or 37.8% of the
outstanding Common Shares. NHN Games has the sole power to vote and
dispose 3,469,784 Common Shares and has the shared power to vote 4,477,635
Common Shares. NHN Games does not have shared power to dispose the
Common Shares owned by others.
Each of
Nam-Ju Kim, Ki-Yong Cho, Kil-Saup Song and Chang Keun Kim individually owns
398,636 shares or 3.4% of the outstanding Common Shares, 294,095 shares or 2.5%
of the outstanding Common Shares, 305,120 shares or 2.6% of the outstanding
Common Shares and 10,000 shares or 0.1% of the outstanding Common Shares,
respectively. Due to the Arrangement and relationship among the
Reporting Persons, NHN Games, the Individuals and Chang Keun Kim may be deemed
to have formed a group under Section 13(d)(3) of the Exchange Act, in which
case, their beneficial ownership represents 4,477,635 shares or 37.8% of the
outstanding Common Shares. Each of
Nam-Ju
Kim, Ki-Yong Cho, Kil-Saup Song and Chang Keun Kim has sole power to vote and
dispose the Common Shares they individually own as described above.
Neither
the filing of this Amendment No. 3 nor any of its contents shall be deemed to
constitute an admission by any of the Reporting Persons that he or it is the
beneficial owner of any of the Common Shares referred to herein for purposes of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(c) Not
applicable.
(d) Not
applicable.
(e) On
August 24, 2009 Hyung-Choel Kim resigned from his post as the CFO and Director
of the Company and withdrew from the Arrangement and the group and ceased to be
the beneficial owner of more than five percent of the Common
Shares.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company
Item 6 of
the Schedule 13D is hereby supplemented by incorporating by reference in its
entirety the description of the Transaction and the Arrangement set forth in
Item 4 above.
Item
7. Material to be Filed as Exhibits
The
following documents are filed as exhibits:
|
|
|
|
|
|
2.1
|
|
English
Translation of the Agreement and Plan of Merger between Webzen Inc. and
NHN Games Co. Ltd., dated April 15, 2010
|
|
|
|
99.1
|
|
Power
of Attorney executed by Nam-Ju Kim (incorporated by reference to Exhibit 1
to Amendment No. 1).
|
|
|
|
99.2
|
|
Power
of Attorney executed by Ki-Yong Cho. (incorporated by reference to Exhibit
2 to Amendment No. 1).
|
|
|
|
99.3
|
|
Power
of Attorney executed by Kil-Saup Song (incorporated by reference to
Exhibit 3 to Amendment No. 1).
|
|
|
|
99.4
|
|
Power
of Attorney executed by Chang Keun Kim (incorporated by reference to
Exhibit 5 to Amendment No. 1).
|
|
|
|
99.5
|
|
Joint
Filing Agreement among the Reporting Persons (incorporated by reference to
Exhibit 6 to Amendment No. 1).
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April
28, 2010
|
|
(Date)
|
|
NHN
Games Co., Ltd.
/s/
Byoung Gwan Kim
|
|
(Signature)
|
|
|
|
Byoung
Gwan Kim / CEO
|
|
(Name/Title)
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April
28, 2010
|
|
(Date)
|
|
|
|
|
|
/s/
Nam-Ju Kim
|
|
(Signature)
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April
28, 2010
|
|
(Date)
|
|
|
|
|
|
/s/
Ki-Yong Cho
|
|
(Signature)
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April
28, 2010
|
|
(Date)
|
|
|
|
|
|
/s/
Kil-Saup Song
|
|
(Signature)
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
April
28, 2010
|
|
(Date)
|
|
|
|
|
|
/s/
Chang Keun Kim
|
|
(Signature)
|
|
Schedule
A
DIRECTORS
AND SENIOR EXECUTIVE OFFICERS OF NHN GAMES
The
following is a list of the directors and senior executive officers of NHN Games,
setting forth the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted for each such person. Each director and
officer is a citizen of the Republic of Korea and the business address for each
director and officer is Daerung Post Tower II, 13th Floor, 182-13 Guro3-Dong,
Guro-Gu, Seoul 152-790, Korea.
|
|
Present
principal occupation
|
|
|
|
Byoung
Gwan Kim
|
|
President,
CEO and Director of NHN Games
|
|
|
|
In
Joon Hwang
|
|
Director
of NHN Games; CFO of NHN Corporation
|
|
|
|
Wook
Jeong
|
|
Director
of NHN Games; Chief Director of Game Business Group, NHN
Corporation
|
|
|
|
Hyun
Sung Kim
|
|
Auditor
of NHN Games; Chief Director of Judicial Group, NHN
Corporation
|
|
|
|