UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Under
the Securities Exchange Act of 1934
|
Webzen
Inc.
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|
(Name
of Issuer)
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|
Common
Shares, 500 Won per share
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|
(Title
of Class of Securities)
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94846M102
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(CUSIP
Number)
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Daelim
Acrotel Building 8
th
Floor
467-6
Dogok-Dong, Kangnam-Gu
Seoul,
Korea 135-971
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|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June
18, 2008
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the
following box.
¨
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Exchange Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
94846M102
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|
1. Names
of Reporting Persons.
NHN Games Co.,
Ltd.
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|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
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4. Source
of Funds
OO
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5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
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6. Citizenship
or Place of Organization
Korea,
Republic of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
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7. Sole
Voting Power
3,469,784 Common Shares
|
|
8. Shared
Voting Power
4,482,635
Common Shares*
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9. Sole
Dispositive Power
3,469,784 Common
Shares
|
|
10. Shared
Dispositive Power
None
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,482,635
Common Shares*
|
|
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent
of Class Represented by Amount in Row (11)
34.55%
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|
14. Type
of Reporting Person (See Instructions)
CO
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|
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________________________
* Beneficial
ownership of 1,002,851 Common Shares owned by Nam-Ju Kim, Ki-Yong Cho, Kil-Saup
Song and Hyung-Cheol Kim (the “Individuals”) is being reported hereunder because
NHN Games Co., Ltd. may be deemed to have formed a group with the Individuals as
a result of the arrangement described in this Schedule
13D. Beneficial ownership of 10,000 Common Shares owned by Chang Keun
Kim is being reported hereunder because Chang Keun Kim was a director of NHN
Games Co., Ltd. and, due to this relationship, his Common Shares may be deemed
to be co-hold with NHN Games Co, Ltd. Pursuant to Rule 13d-4, neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by NHN Games Co., Ltd. that it is the beneficial owner
of any Common Shares owned by the Individuals or Chang Keun Kim for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly
disclaimed.
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CUSIP
No.
94846M102
|
|
1. Names
of Reporting Persons.
Nam-Ju
Kim
|
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
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|
4. Source
of Funds
OO
|
|
5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
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6. Citizenship or Place of
Organization
Korea, Republic
of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
|
7. Sole
Voting Power
398,636 Common Shares
|
|
8. Shared
Voting Power
4,482,635
Common Shares*
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|
9. Sole
Dispositive Power
398,636 Common
Shares
|
|
10. Shared
Dispositive Power
None
|
|
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,482,635
Common Shares*
|
|
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13. Percent
of Class Represented by Amount in Row (11)
34.55%
|
|
14. Type of
Reporting Person (See Instructions)
IN
|
|
|
* Beneficial
ownership of 3,469,784 Common Shares owned by NHN Games Co., Ltd., 604,215
Common Shares collectively owned by Individuals other than Nam-Ju Kim and 10,000
Common Shares owned by Chang Keum Kim is being reported hereunder because NHN
Games Co., Ltd. may be deemed to have beneficial ownership of such shares as a
result of the arrangement described in this Schedule 13D, and NHN Games Co.,
Ltd. and
Nam-Ju Kim may be deemed to have formed a
group
. Pursuant to Rule 13d-4, neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
by Nam-Ju Kim that he is the beneficial owner of any Common Shares except for
those for which he exercises sole voting power for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
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CUSIP
No.
94846M102
|
|
1. Names
of Reporting Persons.
Ki-Yong
Cho
|
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
|
|
4. Source
of Funds
OO
|
|
5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
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6. Citizenship
or Place of Organization
Korea,
Republic of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
|
7. Sole
Voting Power
294,095 Common
Shares
|
|
8. Shared
Voting Power
4,482,635 Common Shares*
|
|
9. Sole
Dispositive Power
294,095 Common
Shares
|
|
10. Shared
Dispositive Power
None
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,482,635
Common Shares*
|
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13. Percent
of Class Represented by Amount in Row (11)
34.55%
|
|
14. Type of
Reporting Person (See Instructions)
IN
|
|
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________________
*
Beneficial ownership of
3,
469,784
Common Shares owned by
NHN Games Co.,
Ltd
.
,
708,756
Common Shares collectively owned by
Individuals other than
Ki
-Yong Cho
and
10,000 Common Shares owned by
Chang Keun Kim
is being reported hereunder because
NHN Games Co.,
Ltd.
may be
deemed to have beneficial ownership of such shares as a result of the
arrangement
and
relationship
described in
this Schedule 13D, an
d
NHN Games Co.,
Ltd.
and Ki-Yong Cho may be
deemed to have formed a group. Pursuant to Rule 13d-4, neither the
filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an
adm
ission by Ki-Yong Cho that he is the
beneficial owner o
f any
Common Shares except for those for which he exercises sole voting power for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly
disclaimed.
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CUSIP
No.
94846M102
|
|
1. Names
of Reporting Persons.
Kil-Saup
Song
|
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
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|
4. Source of
Funds
OO
|
|
5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
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6. Citizenship
or Place of Organization
Korea,
Republic of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
|
7. Sole
Voting
Power
305,120 Common Shares
|
|
8. Shared
Voting Power
4,482,635 Common Shares*
|
|
9. Sole
Dispositive Power
305,120 Common
Shares
|
|
10. Shared
Dispositive Power
None
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,482,635
Common Shares*
|
|
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13. Percent
of Class Represented by Amount in Row (11)
34.55%
|
|
14. Type
of Reporting Person (See Instructions)
IN
|
|
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_________________
*
Beneficial ownership of 3,469,784 Common Shares owned by NHN Games Co., Ltd.,
697,731 Common Shares collectively owned by Individuals other than Kil-Saup Song
and 10,000 Common Shares owned by Chang Keun Kim is being reported hereunder
because NHN Games Co., Ltd. may be deemed to have beneficial ownership of such
shares as a result of the arrangement described in this Schedule 13D, and NHN
Games Co., Ltd. and Kil-Saup Song may be deemed to have formed a
group. Pursuant to Rule 13d-4, neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission by
Kil-Saup Song that he is the beneficial owner of any Common Shares except for
those for which he exercises sole voting power for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
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CUSIP
No.
94846M102
|
|
1. Names
of Reporting Persons.
Chang Keun
Kim
|
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
|
|
4. Source of
Funds
PF
|
|
5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
|
6. Citizenship
or Place of Organization
Korea,
Republic of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
|
7. Sole
Voting Power
10,000 Common Shares
|
|
8. Shared
Voting Power
4,482,635
Common Shares*
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9. Sole
Dispositive Power
10,000
Common Shares
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10. Shared
Dispositive Power
None
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,482,635
Common Shares*
|
|
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13.
Percent of Class Represented by Amount in Row (11)
34.55%
|
|
14. Type
of Reporting Person (See Instructions)
IN
|
|
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_________________
* Beneficial ownership of
3,
469,784
Common Shares owned by
NHN Games Co.,
Ltd
.
,
and
1,
002,851
C
o
mmon
Shares
collectively owned by the
Individuals
is
being reported hereunder because
NHN Games Co., Ltd.
may be
deemed to have beneficial ownership of such shares as a result of the
arrangement described in this Schedule 13D, and
NHN Games Co., Ltd.
and
Chang Keun Kim
may be deemed to have formed a
group
ba
sed upon their relationship
. Pursuant to Rule 13d-4,
neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an
adm
ission by
Chang Keun Kim
that he is the beneficial owner of any
Common Shares except for those for whi
ch he exercises sole voting power for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly
disclaimed.
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CUSIP
No.
94846M102
|
|
1. Names
of Reporting Persons.
Hyung-Cheol
Kim
|
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
|
|
3. SEC
Use Only
|
|
4. Source
of Funds
OO
|
|
5. Check
IF Disclosure of Legal Proceedings Is Required Pursuant To Item 2(d) or
2(e)
|
6. Citizenship
or Place of Organization
Korea,
Republic of
|
|
Number
of
Shares
Beneficially
Owned
by
Each Reporting
Person
With:
|
7. Sole
Voting Power
5,000 Common Shares*
|
|
8. Shared
Voting Power
4,482,635
Common Shares
†
|
|
9. Sole
Dispositive Power
5,000 Common
Shares*
|
|
10. Shared
Dispositive Power
None
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,482,635
Common Shares†
|
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13. Percent
of Class Represented by Amount in Row (11)
34.55%
|
|
14. Type of
Reporting Person (See Instructions)
IN
|
|
|
_________________
*
The
5,000 Common Shares held by Hyung-Cheol Kim represent his right to acquire such
number of Common Shares within 60 days by option. The option is exercisable from
July 18, 2009 to July 17, 2011.
†
Beneficial
ownership of 3,469,784 Common Shares owned by NHN Games Co., Ltd., 997,851
Common Shares collectively owned by Individuals other than Hyung-Cheol Kim and
10,000 Common Shares owned by Chang Keun Kim is being reported hereunder because
NHN Games Co., Ltd. may be deemed to have beneficial ownership of such shares as
a result of the arrangement and relationship described in this Schedule 13D, and
NHN Games Co., Ltd. and Hyung-Cheol Kim may be deemed to have formed a
group. Pursuant to Rule 13d-4, neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission by
Hyung-Cheol Kim that it is the beneficial owner of any Common Shares except for
those for which he exercises sole voting power for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, or for any other purpose, and
such beneficial ownership is expressly disclaimed.
Item
1. Security and Company
This
Schedule 13D relates to the common shares, par value
W
500 per share, of
Webzen, Inc. (the “
Common
Shares
”), a company incorporated with limited liability under the laws of
the Republic of Korea (the “
Company
”). The
principal executive office of the Company is located at Daelim Acrotel Building
8
th
Floor 467-6 Dogok-Dong, Kangnam-Gu, Seoul 135-971, Korea.
Item 2. Identity and
Background
This Schedule 13D is filed
jointly by
(i)
NHN Games Co., Ltd. (“
NHN Games
”
)
,
(ii)
Nam-Ju Kim, Ki-Y
ong Cho, Kil-Saup Song
and
Hyung-Cheol
Kim (“
Individual
s”
)
and (iii) Chang Keun Kim (Chang Keun
Kim, together with NHN Games and the Individuals (the “
Reporting
Persons
,
”
).
Individuals
and Chang Keun Kim
Each of
the Individuals recently was or currently is a Director and/or a member of the
senior management of the Company. Due to this relationship, the
Individual Reporting Persons are deemed to co-hold the Common Shares under
Section 142 of the Capital Market and Financial Investment Business
Act.
Chang
Keun Kim is the Chief Executive Officer of the Company. Until
November 28, 2009, Chang Keun Kim was a director of NHN Games, and due to this
relationship with NHN Games, Chang Keun Kim is deemed to co-hold the Common
Shares with NHN Games under Section 142 of the Capital Market and Financial
Investment Business Act.
Below is
the name, business address, present principal occupation or employment and
citizenship of each of the Individuals and Chang Keun Kim, as of the date
hereof.
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Residence
or business address
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Present
principal occupation
|
|
|
|
|
|
|
|
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Nam-Ju
Kim
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#C-3407
Galleria Apt.
40
Jamsil-dong, Songpa-Gu
Seoul,
Korea
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|
–
|
|
Korea
|
|
Ki-Yong
Cho
|
|
Joongwon
Building
8
th
Fl, 158-3 Sokchon-Dong
Songpa-Gu,
Seoul
Korea
138-190
|
|
CEO
of Reloaded Studios Inc.
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|
Korea
|
|
Kil-Saup
Song
|
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#101-3201
StarPark
Sinchun-dong,
Songpa-Gu
Seoul,
Korea
|
|
–
|
|
Korea
|
|
Chang
Keun Kim
|
|
Daelim
Acrotel Building
8
th
Fl, 467-6 Dogok-Dong
Kangnam-Gu,
Seoul 135-971,
Korea
|
|
President,
CEO and Director of the Company
|
|
Korea
|
|
Hyung-Cheol
Kim
|
|
Daelim
Acrotel Building
8
th
Fl, 467-6 Dogok-Dong
Kangnam-Gu,
Seoul 135-971,
Korea
|
|
CFO
and Director of the Company
|
|
Korea
|
NHN
Games
NHN Games
is a developer of massively-multiplayer online games (“MMOGs”) and is a
subsidiary of NHN Corporation, an operator of Naver, an Internet search engine
and an online game portal, based in Korea. The address of the principal office
of NHN Games is 6
th
Fl.,
102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si,
Gyeonggi-do, Korea. NHN Games is a privately owned company and is not
listed on any exchanges. Set forth in Schedule A hereto, which is incorporated
herein by reference, are the name, business address, present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted and
citizenship of each of the directors and senior officers of NHN Games, as of the
date hereof.
During
the past five years, neither the Individuals, Chang Keun Kim, NHN Games nor, to
NHN Games’ knowledge, any person named in Schedule A hereto has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, neither the Individuals,
Chang Keun Kim, NHN Games nor, to NHN Games’ knowledge, any person named in
Schedule A hereto was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or other Consideration
NHN Games
obtained its funds for the purchase of Common Shares of Webzen from its working
capital in the amount of
W
4.0
billion. The additional funding in the amount of
W
3.0 billion was
from a loan from Shinhan Bank.
Item
4. Purpose of Transaction
Description of the
Transactions
On
September 9, 2008, Nam-Ju Kim, Ki-Yong Cho, Kil-Saup Song, Hyung-Cheol Kim and
Chang Keun Kim each executed and delivered a power of attorney appointing NHN
Games as the attorney-in-fact with full power and authority to act with respect
to all matters related to Section 147 of the Capital Market and Financial
Investment Business Act, which sets forth the obligation to report beneficial
ownership of equity securities of more than 5% of a class of stock listed on
Korea Exchange or KOSDAQ. When NHN Games purchased the Common Stock
from the Individuals as set forth above, it had an arrangement (the “
Arrangement
”) with the
Individuals that the Individuals would have a good faith discussion with NHN
Games before exercising any voting rights of the Common Stock and that they
shall exercise voting rights together in the same direction in accordance with
the discussion for matters relating to changing or influencing control of the
Company, including:
|
·
|
elections
and dismissals of directors;
|
|
·
|
amendments
to the article of incorporation regarding the organization of the Company
including any change to the board of
directors;
|
|
·
|
changes
to the capital of the Company;
|
|
·
|
approvals
of dividend plans;
|
|
·
|
general
share exchanges or stock transfers;
|
|
·
|
transfers
or acquisitions of significant business
operations;
|
|
·
|
disposals
of significant assets; and
|
|
·
|
dissolution
of the Company.
|
On June
18, 2009, NHN Games purchased 155,491 Common Shares from Nam-Ju Kim through a
block trade after the close of the KOSDAQ market. The total amount
paid by NHN Games for the 155,491 shares was
W
2,721,092,500, or
W
17,500 per
share.
On June
18, 2009, NHN Games purchased 114,714 Common Shares from Ki-Yong Cho through a
block trade after the close of the KOSDAQ market. The total amount
paid by NHN Games for the 114,714 shares was
W
2,007,495,000, or
W
17,500 per
share.
On June
18, 2009, NHN Games purchased 119,014 Common Shares from Kil-Saup Song through a
block trade after the close of the KOSDAQ market. The total amount
paid by NHN Games for the 119,014 shares was
W
2,082,745,000, or
W
17,500 per
share.
After the
purchase on June 18, 2009, NHN Games continues to be the largest single holder
of Common Shares, holding 3,469,784 Common Shares, representing 26.74% of the
outstanding Common Shares. Pursuant to the Arrangement with the
Individuals and its relationship with Chang Keun Kim, NHN Games represented
34.55%, or 4,480,535 shares, of the outstanding Common Shares. The Common Shares
held by Nam-Ju Kim, Ki-Yong Cho, Kil-Saup Song, Hyung-Cheol Kim and Chang Keun
Kim are deemed to be co-held by NHN Games under Section 142 of the Capital
Market and Financial Investment Business Act.
Purpose
NHN Games
has purchased Common Shares from existing shareholders in a number of
transactions since May 28, 2008. The purpose of such transactions,
including the purchases on June 18, 2009, was to take control of the management
of the Company. At the extraordinary shareholders’ meeting held on
October 24, 2008, NHN Games replaced all the members of the board of directors
of the Company (the “
Board
”) with new members
including the Company’s CEO from Nam-Ju Kim to Chang Keun Kim, except
Hyung-Cheol Kim who will be in office until 2011.
NHN Games
intends to actively and directly control the Board and manage daily operations
of the Company, and thereby overlooking the business, operations and future
plans of the Company. While maintaining its controlling stake in the
Company, NHN Games intends to review its holdings in the Company on a continuing
basis and, depending upon the price and availability of the Company securities,
subsequent developments affecting the Company, the business prospects of the
Company, general stock market and economic conditions, tax considerations and
other factors deemed relevant, may consider increasing or decreasing its
investment in the Company. As part of this ongoing review, NHN Games
has engaged and/or may in the future engage, legal and financial advisors to
assist them in such review and in evaluating strategic alternatives that are or
may become available with respect to its holdings in the Company.
There
were no changes to the capitalization or dividend policy, the articles of
incorporation, by-laws or any other corporate document in relation to sales of
the Common Shares to NHN Games.
Item
5. Interest in Securities of the Company
(a)-(b)
There were 12,974,000 Common Shares outstanding (including treasury stock) as of
the date hereof.
NHN Games
individually owns 3,469,784 shares or 26.74% of the outstanding Common
Shares. Due to the Arrangement with the Individuals and the
relationship with Chang Keun Kim as described above, NHN Games may be deemed to
beneficially own the Common Shares held by Nam-Ju Kim, Ki-Yong Cho, Kil-Saup
Song, Hyung-Cheol Kim and Chang Keun Kim for purposes of Rule 13d-3 under the
Exchange Act, in which case, his beneficial
ownership
represents 4,482,635 shares or 34.55% of the outstanding Common
Shares. NHN Games has the sole power to vote and dispose 3,469,784
Common Shares and has the shared power to vote 4,482,635 Common
Shares. NHN Games does not have shared power to dispose the Common
Shares owned by others.
Each of
Nam-Ju Kim, Ki-Yong Cho, Kil-Saup Song, Hyung-Cheol Kim and Chang Keun Kim
individually owns 398,636 shares or 3.07% of the outstanding Common Shares,
294,095 shares or 2.27% of the outstanding Common Shares, 305,120 shares or
2.35% of the outstanding Common Shares, 5,000 shares or 0.04% of the outstanding
Common Shares and 10,000 shares or 0.08% of the outstanding Common Shares,
respectively. Due to the Arrangement and relationship among the
Reporting Persons, NHN Games, the Individuals and Chang Keun Kim may be deemed
to have formed a group under Section 13(d)(3) of the Exchange Act, in which
case, their beneficial ownership represents 4,482,635 shares or 34.55% of the
outstanding Common Shares. Each of Nam-Ju Kim, Ki-Yong Cho, Kil-Saup
Song, Hyung-Cheol Kim and Chang Keun Kim has sole power to vote and dispose the
Common Shares they individually own as described above.
Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by any of the Individual Reporting Persons that he or it
is the beneficial owner of any of the Common Shares referred to herein for
purposes of the Exchange Act, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
(c) On
April 12, 2009 and May 5, 2009, Hyung-Cheol Kim sold 2,400 and 1,000 Common
Shares in the KOSDAQ market, respectively.
For the
description of Common Share purchased by NHN Games, see “Item 4. Purpose of
Transaction.”
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company
Please
see Item 4.
Item
7. Material to be Filed as Exhibits
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
NHN
Games Co., Ltd.
/s/
Byoung Gwan Kim
|
|
(Signature)
|
|
Byoung
Gwan Kim / CEO
|
|
(Name/Title)
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
/s/
Nam-Ju Kim
|
|
(Signature)
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
/s/
Ki-Yong Cho
|
|
(Signature)
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
/s/
Kil-Saup Song
|
|
(Signature)
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
/s/
Chang Keun Kim
|
|
(Signature)
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
June
19, 2009
|
|
(Date)
|
|
/s/
Hyung-Cheol Kim
|
|
(Signature)
|
Schedule
A
DIRECTORS
AND SENIOR EXECUTIVE OFFICERS OF NHN GAMES
The
following is a list of the directors and senior executive officers of NHN Games,
setting forth the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted for each such person. Each director and
officer is a citizen of the Republic of Korea and the business address for each
director and officer is 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong,
Bundang-gu, Seongnam-si, Gyeonggi-do, Korea.
|
|
|
Present
principal occupation
|
|
|
|
|
|
Byoung
Gwan Kim
|
|
President,
CEO and Director of NHN Games
|
|
|
|
|
|
In
Joon Hwang
|
|
Director
of NHN Games; CFO of NHN Corporation
|
|
|
|
|
|
Jeong
Ho Kim
|
|
Director
of NHN Games; CEO of NHN China Corporation
|
|
|
|
|
|
Hyun
Sung Kim
|
|
Auditor
of NHN Games; Chief Director of Judicial Group, NHN
Corporation
|
|
|
|
|
18