- Report of Foreign Issuer (6-K)
July 18 2011 - 9:20AM
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
July 18, 2011
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.
Office of CEO
In light of the July 13, 2011 order of the Supreme Court of the State
of New York, as previously described in that certain Current Report on Form 6-K of CDC Software Corporation (the Company) dated July 15, 2011, the Companys Chief Executive Officer, Mr. Peter Yip, has agreed to be placed
on administrative leave, effective immediately, pending the outcome of an investigation being conducted by a special committee comprised in majority of independent members of the board of directors of the Company (the Board) and its
parent, CDC Corporation, formed to investigate the matters related to the July 13th Order. Mr. Yip remains as Vice Chairman of the Board.
Mr. John Clough, Chairman of the Board, has been appointed Interim Chief Executive Officer of the Company.
Compensation of Board Chairman
On July 5, 2011, the Board approved an increase in the cash
fees payable to the Chairman of the Board (the Chairman) for services rendered in his capacity as such, from $40,000 per annum to $250,000 per annum, effective January 1, 2011. On such date, the Board, under the Companys 2009
Stock Incentive Plan, also: (i) granted the Chairman, Mr. John Clough, an aggregate of 50,000 restricted class A ordinary shares and (ii) agreed to grant Mr. Clough an additional 50,000 restricted class A ordinary shares on
December 31, 2011, all of which will vest in equal quarterly installments over a period of three years from the date of grant, and all of which are payable as compensation for services rendered in his capacity as Chairman.
In light of Mr. Cloughs appointment as Interim CEO of the Company as further discussed above, Mr. Clough has agreed to forego the cash
compensation payable for services rendered as Chairman during the time he holds the office of Interim CEO of the Company.
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: July 18, 2011
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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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