- Amended Annual and Transition Report (foreign private issuer) (20-F/A)
May 14 2012 - 10:38AM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington D.C. 20549
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FORM 20-F/A
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Amendment No. 1
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(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
_________________________
For the transition period from ___________ to ___________.
Commission file number:
001-33765
AIRMEDIA GROUP INC.
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(Exact name of Registrant as specified in its charter)
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Not Applicable
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(Translation of Registrants name into English)
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Cayman Islands
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(Jurisdiction of incorporation or organization)
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17/F, Sky Plaza
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No. 46 Dongzhimenwai Street
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Dongcheng District, Beijing 100027
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The Peoples Republic of China
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(Address of principal executive offices)
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Ping Sun
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AirMedia Group Inc.
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17/F, Sky Plaza
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No. 46 Dongzhimenwai Street
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Dongcheng District, Beijing 10027
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The Peoples Republic of China
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Phone: +86 10 8438 6868
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Email: sunping@airmedia.net.cn
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(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)
|
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title of each class
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Name of each exchange on which registered
|
|
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Ordinary shares, par value $0.001 per share*
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The NASDAQ Stock Market LLC
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American Depositary Shares, each representing two
ordinary shares
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(The NASDAQ Global Select Market
)
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*Not for trading, but only in connection with the listing on
the NASDAQ Global Market of American Depositary Shares, each representing two
ordinary shares.
Securities registered or to be registered pursuant to Section
12(g) of the Act.
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 127,662,057 shares issued and 125,247,597 shares
outstanding, par value $0.001 per share, as of December 31, 2011.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.
Large Accelerated Filer [ ]
|
Accelerated Filer [X]
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Non-Accelerated Filer [ ]
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Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
U.S. GAAP [X]
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International Financial Reporting [ ]
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Other [ ]
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Standards as issued by the
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|
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International
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|
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Accounting Standards Board
|
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If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow.
[ ] Item 17
[ ] Item 18
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
EXPLANATORY NOTE
AirMedia Group Inc. (the
Company) is filing this Amendment No. 1 to its annual report on Form 20-F for
the fiscal year ended December 31, 2011 (the Form 20-F), which was originally
filed with the Securities and Exchange Commission on April 30, 2012, for the
sole purpose of adding Exhibit 101 to Item 19 Exhibits and the Exhibit Index
to the Form 20-F and furnishing the Interactive Data File as Exhibit 101
thereto.
No other changes have been made
to the Form 20-F. This Amendment No. 1 does not reflect events that have
occurred after the filing date of April 30, 2012 of the Form 20-F, or modify or
update the disclosures presented therein, except to reflect the amendment
described above.
PART III
ITEM 19. EXHIBITS
Exhibit
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Description
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No.
|
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension
Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
Document.
|
101.LAB
|
XBRL Taxonomy Extension Labels
Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
Document.
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This Interactive Data File is deemed not filed or part of a
registration statement or prospectus for purposes of sections 11 or 12 of the
Securities Act of 1933, as amended, is deemed not filed for purposes of section
18 of the Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
SIGNATURE
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this Amendment No. 1 on its
behalf.
Date: May 14, 2012
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AIRMEDIA GROUP INC.
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/s/
Herman Man Guo
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Herman Man Guo
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Chairman and Chief Executive Officer
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2
EXHIBIT INDEX
Exhibit
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Description
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No.
|
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101.INS
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XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension
Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
Document.
|
101.LAB
|
XBRL Taxonomy Extension Labels
Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
Document.
|
This Interactive Data File is deemed not filed or part of a
registration statement or prospectus for purposes of sections 11 or 12 of the
Securities Act of 1933, as amended, is deemed not filed for purposes of section
18 of the Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
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