- Report of Foreign Issuer (6-K)
November 24 2010 - 5:16PM
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
November 24, 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
Other Events.
3.75% Senior Exchangeable Convertible Notes Due 2011
On March 2, 2010, the parent of
CDC Software Corporation, CDC Corporation (the Company), filed a complaint in the Supreme Court of the State of New York, County of New York against Evolution Capital Management LLC, Evolution Special Opportunities Fund I SPC, Segregated
Portfolio A, Evolution CDC SPV, Ltd., Evolution Master Fund Ltd. SPC, Evolution Master Fund Ltd. SPC, Segregated Portfolio M and E1 Fund, Ltd. 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 tortuous interference with business relations (the CDC Case). The complaint in the CDC Case seeks recovery of
compensatory damages, interest, attorneys fees, litigation expenses and injunctive relief in excess of $295.0 million.
On
December 18, 2009, Evolution CDC SPV Ltd., Evolution Master Fund Ltd., SPC Segregated Portfolio M and E1 Fund Ltd. (collectively, Evolution) filed suit against the Company 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 Evolution Case). Evolution has also alleged default under the Notes. On April 28,
2010, the Court denied Evolutions motion for summary judgment in the Evolution Case.
On October 13, 2010, Evolution filed a motion
to amend its complaint in the Evolution Case (the Evolution Proposed Amended Complaint) to assert claims against the Company and its subsidiaries, CDC Software International, CDC Software Corporation and CDC Delaware Corporation,
alleging breach of the Notes, breach of the note purchase agreement relating to the Notes (the Note Purchase Agreement), tortious interference with contract and conspiracy to commit tortious interference with contract, aiding and
abetting tortious interference with contract, accounting, injunctive relief and indemnification. In the Evolution Proposed Amended Complaint, Evolution seeks to recover compensatory and punitive damages, pre-judgment interest, costs and reasonable
attorneys fees in excess of $60.0 million. Evolutions motion to amend its complaint is still pending before the Court.
On
November 10, 2010, the Court granted Evolutions motion for a preliminary injunction (the Preliminary Injunction), thereby enjoining the Company, during the pendency of the Evolution Case, from (i) unilaterally nullifying
the covenants in the Note Purchase Agreement and (ii) repudiating the covenants as set forth in sections 4.5-4.7 and 4.10-4.12 of the Note Purchase Agreement. The Preliminary Injunction restricts the Companys ability to, among other
things, issue any form of dividend to its shareholders while the Evolution Case is pending. The Company plans to oppose the Preliminary Injunction.
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: November 24, 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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Cdc Software Corp. ADS, Each Representing One Class A Ordinary Share (MM) (NASDAQ:CDCS)
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