UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
20549
FORM 20-F/A
Amendment No. 1
(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, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
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
____________________
Commission file number:
001-33765
AIRMEDIA GROUP INC.
(Exact name
of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name
into English)
Cayman Islands
(Jurisdiction of incorporation or
organization)
17/F, Sky Plaza
No. 46
Dongzhimenwai Street
Dongcheng District, Beijing 100027
The Peoples
Republic of China
(Address of principal executive offices)
Henry Hin-hung Ho
Chief Financial Officer
AirMedia
Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 10027
The Peoples Republic of China
Phone:+86 10 8460 8181
Email: henry.ho@airmedia.net.cn
(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
|
Name of each exchange on which registered
|
Ordinary shares, par value $0.001 per share*
|
|
American Depositary Shares, each representing two
|
The NASDAQ Stock Market LLC (The NASDAQ
Global
|
ordinary shares
|
Select Market)
|
* 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.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
None
(Title of Class)
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, with 122,112,485 shares
outstanding and 5,549,572 shares in treasury stock, par value $0.001 per share,
as of December 31, 2012.
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. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [
]
Accelerated Filer
[X]
Non-Accelerated Filer [ ]
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]
International Financial Reporting
Standards as issued by the International Accounting Standards Board [
]
Other [ ]
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]
(APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.
Yes [
] No [ ]
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,
2012 (the 2012 Form 20-F), which was originally filed with the Securities and
Exchange Commission on April 29, 2013, for the sole purpose of furnishing
Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of
Regulation S-T. This Exhibit was not previously filed.
This Amendment No. 1 speaks as of the filing date of the 2012
Form 20-F on April 29, 2013. Other than as expressly set forth above, this
Amendment No. 1 does not, and does not purport to, amend, update or restate the
information in any other item of the 2012 Form 20-F, or reflect any events that
have occurred after the 2012 Form 20-F was originally filed.
PART III
ITEM 19.
|
|
EXHIBITS
|
Exhibit
Number
|
|
Description of Document
|
101.INS*
|
|
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
Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation
Linkbase Document
|
_____________________
*
|
Furnished with this Amendment No. 1 to the Annual Report
on Form 20-F. XBRL (eXtensible Business Reporting Language) information is
furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of
1933, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, 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 to its
annual report on its behalf.
Date: May 22, 2013
|
AIRMEDIA GROUP INC.
|
|
|
|
/s/ Herman Man Guo
|
|
Herman Man Guo
|
|
Chairman and Chief Executive Officer
|
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