- Report of Foreign Issuer (6-K)
June 07 2010 - 5:35AM
Edgar (US Regulatory)
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
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1.
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Results of EGM
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2.
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Change of CEO
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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.
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Webzen Inc.
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Date:
June 07, 2010
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By:
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/s/ Chang Keun Kim
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Name:
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CHANG KEUN KIM
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Title:
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Chief Executive Officer
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Item 1.
Result of Extraordinary Shareholders’ Meeting
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1.
Details of Other Resolutions
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Matters requiring resolution
Agenda No 1. Approval of Merger Contract with NHNGames Co.,Ltd
à
Approved according to original suggestion
Agenda No 2.
Amendments of Articles of Incorporation
à
Approved according to original suggestion
Agenda No 3.
Election of Directors
à
Approved according to original suggestion
Agenda No 4.
Election of outside directors constituting the audit Committee
à
Approved according to original suggestion
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2.
Date of Shareholders
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June 04, 2010
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Other references concerning investment decisions
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With regards to the merger of Webzen, and NHN Games, as per Article 522-3 of the Commercial Code, Article 165-5 of the Financial Investment Services and Capital Markets Act, and Article 176-7 of its Enforcement Decree, if the aggregate amount of the purchase price that needs to be paid by NHN Games and Webzen in response to the exercise of aforementioned appraisal rights exceeds KRW 30,000,000,000, the parties
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Although the total assets, capital, and sales of the unlisted corporation NHN Games, are smaller than those of the listed corporation Webzen, as per the financial statements for the fiscal year immediately preceding the fiscal year of the date of submitting this report, the merger is still deemed an indirect listing as there is a change in the largest shareholder as stipulated in the KOSDAQ Market Listing Regulations Details Article 19 Paragraph 1 Items 2 and 3.
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The merger of Webzen and NHN Games is a case of Indirect Listing, but as the fiscal requirements of Article 19 Paragraph 1 Item 2 of the KOSDAQ Market Listing Regulations are met, there is no possibility of de-listing after the merger.
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※
Relevant Disclosure
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Details of Director Candidates in the Board
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Name
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Birth Year
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Terms
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Experiences
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Current Title
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Education
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Nationality
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In Joon, Hwang
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June 1965
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3 Years
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Woori Financial Group
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Woori Investment & Securities Co., Ltd.
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CFO of NHN Corp.
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Seoul Nat’l Univ.
Graduate School of New York Univ.
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Rep. of Korea
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Wook Jeong
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December 1972
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3 Years
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Accenture plc.
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Freechal Inc.
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Executive Director of Game Business Group, NHN Corp.
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Seoul Nat’l Univ.
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Rep. of Korea
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Hyun Sung Kim
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December 1971
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3 Years
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DR & AJU Law Firm
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Judge, Seoul Northern District Court
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Executive Director of Judicial Group, NHN Corp.
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Seoul Nat’l Univ.
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Rep. of Korea
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Details of Outside Director Candidates in the Board
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Name
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Birth Year
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Terms
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Experiences
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Current Title
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Education
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Nationality
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Chang won, Rhee
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November, 1963
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3Years
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Partner attorney at Shin & Kim
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Partner attorney at Shin & Kim
Outside Director of Webzen
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Seoul Nat’l Univ.
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Rep. of Korea
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Seung han,
Ha
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September
1967
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3Years
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CPA at Shin & Kim
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CPA at Shin & Kim
Outside Director of Webzen
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Seoul Nat’l Univ.
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Rep. of Korea
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Details of Audit Committee Candidates in the Board
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Name
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Birth Year
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Terms
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Current Title
Experiences
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Whether candidate is outside director or not
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Relationship between said candidate and major shareholders
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Person Nominating said candidate
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Chang won, Rhee
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November, 1963
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3Years
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Partner attorney at Shin & Kim
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Outside Director
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None
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Board of Directors
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Seung han,
Ha
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September
1967
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3Years
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CPA at Shin & Kim
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Outside Director
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None
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Board of Directors
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Change of CEO
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1.
Detail of Change
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CEO before Change
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Chang Keun, Kim
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CEO after Change
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Chang Keun, Kim
Byung Gwan, Kim
Each representative
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2.
Reason for Change
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3.
Date of Change
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June 04, 2010
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4.
Date of Board of Directors Resolution
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June 04, 2010
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Attendance of Outside Directors
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Present(No)
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3
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Absent(No)
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-
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Attendance of auditors(members of audit Committee)
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Present
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5.
Other references concerning investment decisions
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-
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Relevant disclosure
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-
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Profile of the Total CEO
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Name
(Name of Corporation)
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Date of Birth
(Date of Establishment of corporation)
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Relationship to Largest Shareholder
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Number of Shares
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Shareholding Ratio(%)
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Remarks
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Chang Keun, KIm
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1971-05-23
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Relative Parties
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10,000
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0.08%
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-
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Byung Gwan, Kim
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1973-01-15
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Relative Parties
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-
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-
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Professional Background
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Name
(Name of corporation)
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Name of Company
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Position
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Hire Date
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Retirement Date
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Remarks
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Chang Keun, KIm
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Webzen Inc.
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Representative
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2008-10-24
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-
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Byung Gwan, Kim
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NHNGames co., Ltd
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Representative
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2004-10-26
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