- Report of Foreign Issuer (6-K)
March 03 2010 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
MARCH 3, 2010
Commission File Number: 001-34423
CDC SOFTWARE CORPORATION
(Translation of
Registrants name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Unit 706-707, Building 9
No. 5 Science Park West Avenue
Hong Kong Science Park
Shatin, New Territories
Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F:
x
Form 20-F
¨
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 the
registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
¨
Yes
x
No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
n/a
Other Events.
3.75% Senior Exchangeable Convertible Notes Due 2011
On October 30,
2009, CDC Corporation (CDC Corporation), the parent company of CDC Software Corporation (CDC Software) initiated a lawsuit in the Superior Court of DeKalb County, State of Georgia (the Georgia Case) against
Evolution Capital Management LLC and certain of its affiliates (Evolution). On February 26, 2009, CDC Corporation and Evolution filed a joint stipulation of dismissal whereby the first amended complaint and counterclaims in the
Georgia Case were dismissed without prejudice.
On March 2, 2010, CDC Corporation filed a complaint in the Supreme Court
of the State of New York, County of New York, against Evolution alleging breach of non-disclosure agreements, breach of the note purchase agreement relating to the Companys 3.75% Senior Exchangeable Convertible Notes due 2011 (the
Notes), breach of the Notes, and tortious interference with business relations. The complaint seeks recovery of compensatory damages, interest, attorneys fees, litigation expenses and injunctive relief in excess of $295.0 million.
On December 18, 2009, Evolution filed a notice of motion for summary judgment in lieu of complaint against CDC
Corporation in the Supreme Court of the State of New York, County of New York, demanding payment of the remaining principal portion of the Notes held by them, together with accrued, retroactive and default interest (the New York Case).
Evolution has also alleged default under the Notes, and is also seeking reimbursement of fees and costs in the New York Case.
On March 2, 2010, CDC Corporation filed a memorandum of law in opposition to Evolutions motion for summary judgment in the New York Case.
SIGNATURE
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.
Date: March 3, 2010
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CDC SOFTWARE CORPORATION
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By:
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/s/ D
ONALD
L.
N
OVAJOSKY
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Name:
Title:
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Donald L. Novajosky
General Counsel
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