- Report of Foreign Issuer (6-K)
April 28 2010 - 5:25PM
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
April 28, 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 office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F
x
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
¨
No
x
If Yes is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
n/a
3.75% Senior Exchangeable Convertible Notes Due 2011
On March 2, 2010, CDC Corporation (CDC Corporation), the parent company of CDC Software Corporation (CDC Software) filed a
complaint in the Supreme Court of the State of New York, County of New York, against Evolution Capital Management LLC and certain of its affiliates (Evolution) alleging breach of non-disclosure agreements, breach of the note purchase
agreement relating to CDC Corporations 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.
On April 28, 2010, the Supreme Court of New York, County of New York, denied Evolutions motion for summary judgment in the New
York Case. CDC Corporations complaint against Evolution remains pending.
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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CDC Software Corporation
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Date: April 28, 2010
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By:
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/s/ Donald L. Novajosky
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Name:
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Donald L. Novajosky
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Title:
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General Counsel
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