- Report of Foreign Issuer (6-K)
05 February 2010 - 1:34AM
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
JANUARY 19, 2010
Commission File Number: 000-30134
CDC CORPORATION
(Translation of Registrants name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
11/F, ING Tower
308 Des Voeux Road Central
Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover 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 October 30, 2009, CDC Corporation
(the Company) initiated a lawsuit in the Superior Court of DeKalb County, State of Georgia (the Georgia Case) against Evolution Capital Management LLC and certain of its affiliates (collectively, Evolution),
alleging breach of non-disclosure agreement, breach of the purchase agreement relating to the Companys 3.75% Senior Exchangeable Convertible Notes due 2011 (the Notes), breach of the covenant of good faith and fair dealing, breach
of fiduciary duty, wrongful disclosure and misuse of trade secrets, tortious interference with business relations, and civil conspiracy. The complaint also seeks recovery, in excess of $295.0 million, of compensatory damages, punitive damages,
interest, attorneys fees, litigation expenses and injunctive relief.
On January 19, 2010, Evolution filed its answer and defenses in
the Georgia Case, and also asserted counterclaims for breaches of representations, warranties and covenants under the Notes and the Note Purchase Agreement related thereto. Evolution is also seeking dismissal of the Georgia Case and such other
relief that includes repayment by the Company of approximately $53.0 million in Notes plus interest at the default rate, actual damages, including costs and attorneys fees for opposing the Georgia Case, as well as other damages and relief as
may be determined at trial.
On December 18, 2009, Evolution filed a notice of motion for summary judgment in lieu of complaint 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 their Notes, together with accrued, retroactive and default interest (the New York Case). Evolution has
also alleged default under the Notes, and is also seeking reimbursement of fees and costs in the New York Case.
The Company cannot be certain
as to the outcome of either the Georgia Case or the New York Case, and intends to vigorously assert and defend it rights.
SIGNATURE
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.
Date: February 4, 2010
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CDC CORPORATION
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By:
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/s/ Donald L. Novajosky
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Name:
Title:
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Donald L. Novajosky
Vice
President and Associate General Counsel
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