Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
25 May 2018 - 6:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
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¨
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2017
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from
to
OR
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¨
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company
report
Commission file number 001-38252
Spark
Networks SE
(Exact name of Registrant as specified
in its charter)
Not Applicable
(Translation of Registrant’s name
into English)
Germany
(Jurisdiction of incorporation)
Kohlfurter Straße 41/43
Berlin 10999
Germany
(address of principal executive offices)
Robert W. O’Hare, Tel: (+49) 30
868 000 102 Kohlfurter Straße 41/43 Berlin 10999 Germany
(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b)
of the Act
Title of each class
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Name of each exchange on which registered
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American Depositary Shares each representing one-tenth of an ordinary share
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New York Stock Exchange
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Ordinary shares, €1.00 nominal value per share*
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New York Stock Exchange
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* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
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Securities registered or to be registered pursuant to Section 12(g)
of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act
None
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
¨
No
x
If this report is an annual or transition report, indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Yes
¨
No
x
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes
x
No
¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes
x
No
¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
¨
Accelerated
filer
¨
Non-accelerated
filer
x
Emerging
growth company
x
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a)
of the Exchange Act.
¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
U.S. GAAP
¨
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International Financial Reporting Standards
as issued
by the International Accounting Standards
Board
x
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Other
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If “Other” has been checked in response to the
previous question indicate by check mark which financial statement item the registrant has elected to follow.
Item 17
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Item 18
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If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
x
Indicate the number of outstanding shares of each of the
issuer’s classes of capital stock or common stock as of the close of business covered by the annual report. 1,293,219 ordinary
shares.
EXPLANATORY NOTE
This Amendment No. 1 to Spark Networks SE’s Annual Report
on Form 20-F for the fiscal year ended December 31, 2017, originally filed with the Securities and Exchange Commission on April
25, 2018 (the “2017 Form 20-F”), is being filed solely for the purposes of furnishing the Interactive Data File disclosure
as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit was not previously filed.
Other than as expressly set forth above, this Amendment No.
1 to the 2017 Form 20-F does not, and does not purport to, amend, update or restate the information in any other item of the 2017
Form 20-F, or reflect any events that have occurred after the 2017 Form 20-F was originally filed.
PART III.
Item 19. Exhibits.
Exhibit No.
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Description
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its 2017 Form
20-F on its behalf.
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Spark Networks SE
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Date: May 24, 2018
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By:
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/s/ Robert W. O’Hare
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Robert W. O’Hare
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Chief Financial Officer
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Spark Networks (AMEX:LOV)
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