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
August 17, 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:
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
Compensation of Non-employee Directors
On August 4, 2010 (the Grant Date), the Board of Directors (the Board) of CDC Software Corporation (the
Company), upon a recommendation of the Compensation Committee of the Board (the Compensation Committee), approved certain matters relating to the compensation payable by the Company to non-employee members of the Board (each
a Director and collectively, the Directors).
On the Grant Date, an aggregate of 66,252 options to
purchase American Depositary Shares representing shares of the Companys common stock (Options), were granted to the Directors, at an exercise price of $6.75 per share (the August 2010 Awards), under the Companys
2009 Stock Incentive Plan, as amended (the 2009 Plan).
The Board also approved the recurring, annual grant of
Options to Directors in the following amounts: (i) 35,000 to the Chairman of the Board; (ii) 33,000 to the Chairman of the Audit Committee; (iii) 33,000 to the Chairman of the Executive Committee; (iv) 17,000 to each Director
that is a member of the Audit Committee; and (v) 12,000 to any Director not receiving an award under the preceding clauses (i) to (iv) (collectively, the Annual Awards).
The Annual Awards will be granted automatically on the first business day of each new year, commencing in January 2011, and annually
thereafter.
The August 2010 Awards and the Annual Awards vested, or will vest, as applicable, immediately upon issuance, and
have been, or shall be, granted under, and subject to, the 2009 Plan.
Cancellation and Re-grant of Certain Equity Incentives
On August 4, 2010, the Board met (the Board Meeting) and, upon the recommendation of the Compensation
Committee, approved certain matters relating to compensation payable by the Company to certain non-employee directors, certain executives and other employees of the Company.
The Board approved the cancellation of an aggregate of 1,168,084 Options and stock appreciation rights (SARs) granted under
the 2009 Plan (the Cancelled Awards), and the re-issuance in exchange therefor, of an equivalent number of re-priced new Options or re-priced new SARs (collectively, the Replacement Awards).
An aggregate: of (i) 243,000 Cancelled Awards are held by non-employee directors of the Company at an exercise price of $8.45 per
share; (ii) 549,084 Cancelled Awards are held by Mr. Peter Yip and his affiliate Asia Pacific On-Line Ltd., at exercise prices between $8.45 and $10.15 per share; and (iii) 376,000 Cancelled Awards are held by officers, other than
Mr. Peter Yip, and employees of the Company at exercise prices between $8.45 and $10.67 per share.
The Replacement
Awards consist of an aggregate of up to: (i) 243,000 Replacement Awards that may be granted to the non-employee directors of the Company; and (ii) 376,000 Replacement Awards that may be granted to certain officers of the Company other than
Mr. Peter Yip, the Companys Chief Executive Officer, and employees; and (iii) 549,084 Replacement Awards that may be granted to Mr. Peter Yip and his affiliate Asia Pacific On-Line Ltd., at an exercise price of $6.75 per share.
Any Replacement Awards issued pursuant to such cancellation and re-grant plan will be subject to a two-year vesting period
whereby half of the Replacement Award will vest on the one year anniversary from the August 4, 2010 grant date and the remaining half will vest one year thereafter.
Change in Compensation Committee
At the Board Meeting, the Board also appointed SJ Wong to serve as a member of the Compensation Committee, effective immediately. Messrs.
Au and Clough remain members of the Compensation Committee.
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: August 18, 2010
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By:
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/
S
/ P
ETER
Y
IP
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Name:
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Peter Yip
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Title:
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Chief Executive Officer
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