6-K 1 dp45262_6-k.htm FORM 6-K
 
 
 
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
 
For the month of: April 2014
 
Commission File Number: 000-51116
 
Ku6 Media Co., Ltd.
(Exact name of registrant as specified in its charter)
 
Building 6, Zhengtongchuangyi Centre
No. 18, XibaheXili, Chaoyang District,
Beijing 100028, People’s Republic of China
Fax number: +86 10 57586834
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F x       Form 40-F o
 
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): o
 
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): o
 
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 o  No x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N.A.
 
 
 
 
Ku6 Media Announces Shareholding Change

Beijing, China (April 1, 2014) - Ku6 Media Co., Ltd. (“Ku6 Media” or the “Company”, NASDAQ: KUTV), a leading internet video company in China, focusing on User Generated Content (“UGC”), today announced that on March 31, 2014, the controlling shareholder of the Company, Shanda Media Group Limited (“Shanda Media”), has signed a share purchase agreement (the “Agreement”) with Mr. Xu Xudong, to sell 1,938,360,784 ordinary shares (the “Sale Shares”) of the Company (amounting to approximately 41% of the Company's issued and outstanding share capital) to Mr. Xu (the “Transaction”). Shanda Media currently owns approximately 70.5% of the Company’s shares. Mr. Xu is the founder and controlling shareholder of Sky Profit Limited, which operates iSpeak, a social platform that allows users to engage in real-time online group activities through voice, text and video.
 
The aggregate consideration (the “Purchase Price”) for the Sale Shares will be determined based on the lower of the market price of the Company’s ADSs during the seven consecutive business days immediately prior to the closing of the Transaction and the closing price of the Company’s ADSs on the closing date.  Mr. Xu will fund the Purchase Price through a loan from Shanda Media, which will be secured by a pledge of all the Company’s shares beneficially owned by Mr. Xu. 
 
The Transaction is subject to the satisfaction of the conditions precedent and the additional terms described in the Agreement. The Transaction is expected to be completed by April 30, 2014.

About Ku6 Media Co., Ltd.
 
Ku6 Media Co., Ltd. (Nasdaq: KUTV) is a leading internet video company in China, focusing on User Generated Content (“UGC”). Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. For more information about Ku6 Media, please visit http://ir.ku6.com.
 
Safe Harbor Statement
 
This news release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “believes,” “could,” “expects,” “may,” “might,” “should,” “will,” or “would,” and by similar statements. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of its control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Some of the risks and important factors that could affect the Company’s future results and financial condition include: continued competitive pressures in China’s internet video portal market; changes in technology and user preference in this market; the risk that Ku6 Media may not be able to control its expenses in the future; regulatory changes in China with respect to the operations of internet video portal websites; the success of Ku6 Media’s ability to sell advertising and other services on its websites; and other risks outlined in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 20-F. Ku6 Media does not undertake any obligation to update this forward-looking information, except as required under law.
 
For further information, please contact:
 
Ms. Helen Zou
Investor Relations Director
Tel: +86 10 5758 6835
Email: ir@ku6.com
 
 
 
 
 
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.
 
 
 
Ku6 Media Co., Ltd.
     
     
 
By:
/s/ Frank Feng
 
Name:
Frank Feng
 
Title:
Chief Financial Officer

Date:
April 1, 2014