-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B0kbP+2ki3cWvkbGeGiADV8KrF/DJQqGDzxawo+FVA7CA7pN/E534oZdbiAJ31Ui Cld3wkDsIzeytWAbZHqfvQ== 0000950103-08-002505.txt : 20081007 0000950103-08-002505.hdr.sgml : 20081007 20081006203847 ACCESSION NUMBER: 0000950103-08-002505 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081006 GROUP MEMBERS: CHANG KEUN KIM GROUP MEMBERS: HYUNG-CHEOL KIM GROUP MEMBERS: KI-YONG CHO GROUP MEMBERS: KIL-SAUP SONG GROUP MEMBERS: NHN GAMES CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBZEN INC CENTRAL INDEX KEY: 0001266467 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79418 FILM NUMBER: 081111042 BUSINESS ADDRESS: STREET 1: DAELIM ACROTEL BLDG 6TH FL STREET 2: 467-6 DOGOK-DONG, KANGNAM KU CITY: SEOUL STATE: M4 ZIP: 00000 MAIL ADDRESS: STREET 1: DAELIM ACROTEL BLDG 6TH FL STREET 2: 467-6 DOGOK-DONG, KANGNAM KU CITY: SEOUL STATE: M4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIM NAM JU CENTRAL INDEX KEY: 0001277691 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: DAELIM ACROTEL BUILDING 6TH FL STREET 2: 467-6 DOGOK-DONG KANGNAM-KU CITY: SEOUL STATE: M5 ZIP: 135 971 SC 13D 1 dp11526_sc13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934


Webzen Inc.
(Name of Issuer)
 
Common Shares, 500 Won per share
(Title of Class of Securities)
 
94846M102
(CUSIP Number)
 
Daelim Acrotel Building 9th Floor
467-6 Dogok-Dong, Kangnam-Gu
Seoul, Korea 135-971
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 3, 2008
(Date of Event which Requires Filing of this Statement)

 
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).
 
 
 
 
CUSIP No.  94846M102                      
1.      Names of Reporting Persons.
NHN Games Co., Ltd.                                                                                                                                
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 Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power   3,080,565 Common Shares
8.      Shared Voting Power   4,480,535 Common Shares*
9.      Sole Dispositive Power    3,080,565  Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)         CO                                                                                                            
 


* Beneficial ownership of 1,390,470 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 9,500 Common Shares owned by Chang Keun Kim is being reported hereunder because Chang Keun Kim is currently 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.
 
 
 

 
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
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 Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power   554,127  Common Shares
8.      Shared Voting Power   4,480,535, Common Shares*
9.      Sole Dispositive Power    554,127 Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)         IN                                                                                                            
 
* Beneficial ownership of 1,390,470 Common Shares owned by NHN Games Co., Ltd., 836,343 Common Shares collectively owned by Individuals other than Nam-Ju Kim and 9,500 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.
 
 

 
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)
6.     Citizenship or Place of Organization  Korea, Republic of                                                                                                                                 
Number of
Shares Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power   408,809 Common Shares
8.      Shared Voting Power    4,480,535 Common Shares*
9.      Sole Dispositive Power    408,809 Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)        IN                                                                                                            
 


* Beneficial ownership of 3,080,565 Common Shares owned by NHN Games Co., Ltd., 981,661 Com mon Shares collectively owned by Individuals other than Ki-Yong Cho and 9,500 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 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 admission by Ki-Yong Cho 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.
 

 
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
       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 Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power  424,134 Common Shares
8.      Shared Voting Power    4,480,535 Common Shares*
9.      Sole Dispositive Power    424,134 Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)         IN                                                                                                            
 


 * Beneficial ownership of 3,080,565 Common Shares owned by NHN Games Co., Ltd., 966,336 Common Shares collectively owned by Individuals other than Kil-Saup Song and 9,500 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.
 
 

 
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 Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power    9,500  Common Shares
8.      Shared Voting Power   4,480,535 Common Shares* 
9.      Sole Dispositive Power       9,500 Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)         IN                                                                                                            
 



 * Beneficial ownership of 3,080,565 Common Shares owned by NHN Games Co., Ltd., and 1,390,470 Common 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 based 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 admission by Chang Keun 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.
 
 

 
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 Bene-ficially Owned
by Each Reporting
Person With:
7.      Sole Voting Power    3,400 Common Shares
8.      Shared Voting Power   4,480,535 Common Shares* 
9.      Sole Dispositive Power    3,400 Common Shares                                                                                                               
10.           Shared Dispositive Power     None                                                                                                          
11.                           Aggregate Amount Beneficially Owned by Each Reporting Person      4,480,535 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)   34.53%                                                                                                            
14.                           Type of Reporting Person (See Instructions)        IN                                                                                                            
 



* Beneficial ownership of 3,080,565 Common Shares owned by NHN Games Co., Ltd., 1,387,070 Common Shares collectively owned by Individuals other than Hyung-Cheol Kim and 9,500 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 Issuer
 
This Schedule 13D relates to the common shares, par value W500 per share, of Webzen, Inc. (the “Common Shares”), a company incorporated with limited liability under the laws of the Republic of Korea (the “Issuer”).  The principal executive office of the Issuer is located at Daelim Acrotel Building 8th 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-Yong Cho, Kil-Saup Song and Hyung-Cheol Kim (“Individuals”) and (iii) Chang Keun Kim (Chang Keun Kim, together with NHN Games and the Individuals (the “Reporting Persons,”).  A copy of the Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 6.
 
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 Issuer.  Due to this relationship, the Individual Reporting Persons are deemed to co-hold the Common Shares under Article 10-4-3 of the Presidential Decree to the Securities and Exchange Act of Korea.
 
Chang Keun Kim is currently a director of NHN Games and an Advisor to the Issuer.  Due to this relationship with NHN Games, Chang Keun Kim is deemed to co-hold the Common Shares with NHN Games under Article 10-4-3 of the Presidential Decree to the Securities and Exchange Act of Korea.
 
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.
 
 
Name
  
 
Residence or business address
  
 
Present principal occupation
  
 
Citizenship
             
Nam-Ju Kim
  
Daelim Acrotel Building
8th Fl, 467-6 Dogok-Dong
Kangnam-Gu, Seoul 135-971,
Korea
 
  
President, CEO and Director of the Issuer
  
Korea
Ki-Yong Cho
  
Joongwon Building
8th Fl, 158-3 Sokchon-Dong
Songpa-Gu, Seoul
Korea 138-190
 
  
CEO of Reloaded Studios Inc.
  
Korea
Kil-Saup Song
  
Daelim Acrotel Building
8th Fl, 467-6 Dogok-Dong
Kangnam-Gu, Seoul 135-971,
Korea
 
  
Director of the Issuer
  
Korea
Chang Keun Kim
  
6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundung-gu, Seongnan-si, Gyeonggi-do, Korea
 
  
Director of NHN Games and Advisor to the Issuer
  
Korea
Hyung-Cheol Kim
  
Daelim Acrotel Building
8th Fl, 467-6 Dogok-Dong
Kangnam-Gu, Seoul 135-971,
Korea
 
  
CFO and Director of the Issuer
  
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 6th 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 issuing convertible bonds in the amount of W25.5 billion, and taking a loan from Samsung Securities Co., Ltd. in the amount of W3.0 billion.  The additional funding in the amount of W1.5 billion was from its working capital.  Chang Keun Kim used his personal funds in the amount of W86.2 million to purchase the Common Shares of Webzen.
 
 
Item 4. Purpose of Transaction
 
Description of the Transactions
 
From May 28, 2008 to June 11, 2008, NHN Games purchased 40,592 Common Shares, equivalent to 0.3% of the outstanding Common Shares, on the KOSDAQ market.  The total amount paid by NHN Games for 40,592 shares was W500,297,152, or W12,325 per share.
 
On June 11, 2008, NHN Games purchased 821,000 Common Shares, equivalent to 6.3% of the outstanding Common Shares, from Neowave Co., Ltd. through a block trade after the close of the KOSDAQ market.  The total amount paid by NHN Games for the 821,000 shares was W10,262,500,000, or W12,500 per share.
 
On June 11, 2008, NHN Games purchased 343,000 Common Shares from Liveplex Co., Ltd. through a block trade after the close of the KOSDAQ market.  The total amount paid by NHN Games for the 343,000 shares was W4,527,600,000, or W13,200 per share.
 
On June 11, 2008, NHN Games purchased 160,000 Common Shares from Hyunsuk Ko through a block trade after the close of the KOSDAQ market.  The total amount paid by NHN Games for the 160,000 shares was W1,920,000,000, or W12,000 per share.
 
On September 3, 2008, NHN Games purchased 259,152 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 259,152 shares was W4,664,736,000, or W18,000 per share.
 
 
 
On September 3, 2008, NHN Games purchased 191,191 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 191,191 shares was W3,441,438,000, or W18,000 per share.
 
On September 3, 2008, NHN Games purchased 198,357 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 198,357 shares was W3,570,426,000, or W18,000 per share.
 
On September 3, 2008, NHN Games purchased 797,649 Common Shares from Woori Investment & Securities Co., Ltd. (“Woori I&S”) through a block trade after the close of the KOSDAQ market.  The total amount paid by NHN Games for the 797,649 shares was W14,357,682,000, or W18,000 per share.
 
On September 3, 2008, NHN Games purchased 240,000 Common Shares from Hyo Sik Cho through a block trade after the close of the KOSDAQ market.  The total amount paid by NHN Games for the 240,000 shares was W4,272,000,000, or W17,800 per share.
 
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 200-2 of the Securities and Exchange Act of Korea, 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 Issuer, including:
 
 
·
elections and dismissals of directors;
 
 
·
amendments to the article of incorporation regarding the organization of the Issuer including any change to the board of directors;
 
 
·
changes to the capital of the Issuer;
 
 
·
approvals of dividend plans;
 
 
·
mergers and spin-offs;
 
 
·
general share exchanges or stock transfers;
 
 
·
transfers or acquisitions of significant business operations;
 
 
·
disposals of significant assets; and
 
 
·
dissolution of the Issuer.
 
After the purchase on September 3, 2008, NHN Games became the largest single holder of Common Shares, holding 3,080,565 Common Shares, representing 23.74% of the outstanding Common Shares.  Pursuant to the Arrangement with the Individuals and its relationship with Chang Keun Kim, NHN Games represented 34.53%, 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 Article 10-4-3 of the Presidential Decree to the Securities and Exchange Act of Korea.
 
Purpose
 
NHN Games has purchased the Common Shares for taking control of the management of the Issuer.  At the extraordinary shareholders’ meeting to be held on October 24, 2008, NHN Games plans to replace all the members
 
 
 
of the board of directors of the Issuer (the “Board”) with new members, 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 Issuer, and thereby overlooking the business, operations and future plans of the Issuer.  While maintaining its controlling stake in the Issuer, NHN Games intends to review its holdings in the Issuer 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 Issuer
 
(a)-(b) There were 12,974,000 Common Shares outstanding (including treasury stock) as of the date hereof.
 
NHN Games individually owns 3,080,565 shares or 23.74% 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 4,480,535 shares or 34.53% of the outstanding Common Shares.  NHN Games has the sole power to vote and dispose 3,080,565 Common Shares and has the shared power to vote 4,480,535 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 554,127 shares or 4.27% of the outstanding Common Shares, 408,809 shares or 3.15% of the outstanding Common Shares, 424,134 shares or 3.27% of the outstanding Common Shares, 3,400 shares or 0.03% of the outstanding Common Shares and 9,500 shares or 0.07% 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 4,480,535 shares or 34.53% 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) Following is the description of transactions in the Common Shares by the Reporting Persons, other than transactions set forth above, that were effected during the past sixty days.
 
The following table shows the Common Shares purchased by Chang Keun Kim.  All such purchases were effected on the KOSDAQ market.
 
Date
Amount of Common Shares
Price per Share (Won)
Total Purchase Price
Chang Keun Kim
          
7/2/2008
  
370
  
11,500
4,255,000
  
7/10/2008
  
400
  
10,950
4,380,000
  
 
 
 
Date
Amount of Common Shares
Price per Share (Won)
Total Purchase Price
Chang Keun Kim
          
7/10/2008
  
600
  
10,750
6,450,000
  
7/10/2008
  
730
  
10,600
7,738,000
  
8/5/2008
  
196
  
9,130
1,789,480
  
8/5/2008
  
200
  
9,150
1,830,000
  
8/5/2008
  
200
  
9,160
1,832,000
  
8/5/2008
  
200
  
9,170
1,834,000
  
8/7/2008
  
4
  
9,150
36,600
  
8/7/2008
  
116
  
9,080
1,053,280
  
8/26/2008
  
538
  
9,200
4,949,600
  
8/27/2008
  
146
  
9,160
1,337,360
  
8/28/2008
  
63
  
9,150
576,450
  
8/29/2008
  
137
  
9,110
1,248,070
  
9/3/2008
  
100
  
9,150
915,000
  
9/3/2008
  
300
  
7,930
2,379,000
  
9/5/2008
  
537
  
8,240
4,424,880
  
9/5/2008
  
2,663
  
8,250
21,969,750
  
9/5/2008
  
500
  
8,400
4,200,000
  
9/5/2008
  
33
  
8,690
286,770
  
9/5/2008
  
1,467
  
8,700
12,762,900
  

 
For the description of Common Share purchased by NHN Games, see “Item 4. Purpose of Transaction.”
 
(d) Not applicable.
 
(e) On July 11, 2008, Yong-Seo Choi ceased to be the beneficial owner of more than five percent of the Common Shares as he withdrew from being a member of the Board.  On September 3, 2008, Woori I&S ceased to be the beneficial owner of more than five percent of the Common Shares as they sold all of its Common Shares to NHN Games.
 

 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Please see Item 4.
 

 
Item 7. Material to be Filed as Exhibits
 
The following documents are filed as exhibits:
 

 
Exhibit Number
 
Exhibit Name
   
1
Power of Attorney dated September 9, 2008 executed by Nam-Ju Kim
   
2
Power of Attorney dated September 9, 2008 executed by Ki-Yong Cho.
   
3
Power of Attorney dated September 9, 2008 executed by Kil-Saup Song.
   
4
Power of Attorney dated September 9, 2008 executed by Hyung-Cheol Kim.
   
5
Power of Attorney dated September 9, 2008 executed by Chang Keun Kim.
   
 
 

 
Exhibit Number
 
Exhibit Name
   
6
Joint Filing Agreement among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
   

 
 
 
 
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.
 
October 6, 2008
(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.
 
October 6, 2008
(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.
 
October 6, 2008
(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.
 
October 6, 2008
(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.
 
October 6, 2008
(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.
 
October 6, 2008
(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.
 


 
Name
  
 
Present principal occupation
     
Byoung Gwan Kim
  
President, CEO and Director of NHN Games
     
Heo Hong
  
Director of NHN Games; CFO of NHN Corporation
     
Changkeun Kim
  
Director of NHN Games; Chief Director of Game Strategy & Planning Division, NHN Corporation
 
Sir Goo Lee
  
Auditor of NHN Games;  Chief Director of Judicial Group, NHN Corporation
     


 
 
 EX-99.1 2 dp11526_ex9901.htm

 
Exhibit 1
 
POWER OF ATTORNEY
 
September 9, 2008

Appointee : NHN Games Co., Ltd.
Address: 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
Registration Number: 220-86-93752

In accordance with Article 86-6 of the Presidential Decree to the Securities and Exchange Act of Korea, the undersigned hereby appoints the Appointee as the attorney-in-fact, with full authority to exercise any power or act on behalf of the undersigned with respect to the matters arising in connection with Section 200-2 of the Securities and Exchange Act of Korea.


/s/ Nam Ju Kim
Authorizer:    Nam Ju Kim
Address:         Daelim Acrotel Building 9th Fl, 467-6 Dogok-Dong Kangnam-Gu, Seoul,Korea 135-971


 
 EX-99.2 3 dp11526_ex9902.htm

Exhibit 2
 
POWER OF ATTORNEY
 
September 9, 2008

Appointee  : NHN Games Co., Ltd.
Address: 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
Registration Number: 220-86-93752

In accordance with Article 86-6 of the Presidential Decree to the Securities and Exchange Act of Korea, the undersigned hereby appoints the Appointee as the attorney-in-fact, with full authority to exercise any power or act on behalf of the undersigned with respect to the matters arising in connection with Section 200-2 of the Securities and Exchange Act of Korea.


/s/ Ki-Yong Cho
Authorizer:       Ki-Yong Cho
Address:            Joongwon Building 9thFl, 158-3 Sokchon-Dong Songpa-Gu, Seoul Korea 138-190

 
 EX-99.3 4 dp11526_ex9903.htm
 
 
Exhibit 3
 
POWER OF ATTORNEY
 
September 9, 2008

Appointee   : NHN Games Co., Ltd.
Address: 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
Registration Number: 220-86-93752

In accordance with Article 86-6 of the Presidential Decree to the Securities and Exchange Act of Korea, the undersigned hereby appoints the Appointee as the attorney-in-fact, with full authority to exercise any power or act on behalf of the undersigned with respect to the matters arising in connection with Section 200-2 of the Securities and Exchange Act of Korea.


/s/ Kil-Saup Song
Authorizer:       Kil-Saup Song
Address:            Daelim Acrotel Building 9th Fl, 467-6 Dogok-Dong Kangnam-Gu, Seoul,Korea 135-971

 
 EX-99.4 5 dp11526_ex9904.htm
 
Exhibit 4
 
POWER OF ATTORNEY
 
September 9, 2008

Appointee  : NHN Games Co., Ltd.
Address: 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
Registration Number: 220-86-93752

In accordance with Article 86-6 of the Presidential Decree to the Securities and Exchange Act of Korea, the undersigned hereby appoints the Appointee as the attorney-in-fact, with full authority to exercise any power or act on behalf of the undersigned with respect to the matters arising in connection with Section 200-2 of the Securities and Exchange Act of Korea.


/s/ Hyung-Cheol Kim
Authorizer:        Hyung-Cheol Kim
Address:             Daelim Acrotel Building 9th Fl, 467-6 Dogok-Dong Kangnam-Gu, Seoul,Korea 135-971

 
 
 EX-99.5 6 dp11526_ex9905.htm
 
 
Exhibit 5
 
POWER OF ATTORNEY
 
September 9, 2008

Appointee  : NHN Games Co., Ltd.
Address: 6th Fl., 102-Dong I-Park Bundang Bldg., Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
Registration Number: 220-86-93752

In accordance with Article 86-6 of the Presidential Decree to the Securities and Exchange Act of Korea, the undersigned hereby appoints the Appointee as the attorney-in-fact, with full authority to exercise any power or act on behalf of the undersigned with respect to the matters arising in connection with Section 200-2 of the Securities and Exchange Act of Korea.


/s/ Chang Keun Kim
Authorizer:       Chang Keun Kim
Address:            Daelim Acrotel Building6th Fl, 467-6 Dogok-Dong Kangnam-Gu, Seoul,Korea 135-971
 
 
 
 EX-99.6 7 dp11526_ex9906.htm
 
Exhibit 6
 
JOINT FILING AGREEMENT

In accordance with Rule 13d−1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Shares, par value W 500 per share of Webzen Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

The undersigned shall not be deemed to admit membership in a group by reason of entering into this Joint Filing Agreement. This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

[Remainder of page intentionally blank; signature page follows]

 

 
September 10, 2008
(Date)
 
 
NHN Games Co., Ltd.
 
/s/ Byoung Gwan Kim
(Signature)
 
 
Byoung Gwan Kim/CEO

 
September 10, 2008
(Date)
 
 
/s/ Nam-Ju Kim
(Signature)
 
 
September 10, 2008
(Date)
 
 
/s/ Ki-Yong Cho
(Signature)
 
 
September 10, 2008
(Date)
 
 
/s/ Kil-Saup Song
(Signature)
 
 
September 10, 2008
(Date)
 
 
/s/ Chang Keun Kim
(Signature)
 
 
September 10, 2008
(Date)
 
 
/s/ Hyung-Cheol Kim
(Signature)

-----END PRIVACY-ENHANCED MESSAGE-----