-----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, NrW6RJFqZrZB2LHWZTP/5E0XzTkUUQz9PpWuZIv9Q6Iimvi83BFgTRJGtzfNkXB+ 60r2WdqeU1b7nnjjJNllYw== 0001145549-05-001561.txt : 20050830 0001145549-05-001561.hdr.sgml : 20050830 20050830110333 ACCESSION NUMBER: 0001145549-05-001561 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 GROUP MEMBERS: JI YOON KIM GROUP MEMBERS: JI YOUNG KIM GROUP MEMBERS: YOUNG JOON KIM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAVITY Co., Ltd. CENTRAL INDEX KEY: 0001313310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80768 FILM NUMBER: 051057477 BUSINESS ADDRESS: STREET 1: SHINGU BUILDING, 620-2 SHINSA-DONG STREET 2: GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-894 BUSINESS PHONE: 822-516-5438 MAIL ADDRESS: STREET 1: SHINGU BUILDING, 620-2 SHINSA-DONG STREET 2: GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-894 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kim Jung Ryool CENTRAL INDEX KEY: 0001337062 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 82-2-516-5438 MAIL ADDRESS: STREET 1: C/O GRAVITY CO., LTD. STREET 2: SHINGU BUILDING, 620-2, SHINSA-DONG CITY: GANGNAM-GU, SEOUL STATE: M5 ZIP: 135-894 SC 13D 1 h00029sc13d.txt GRAVITY CO., LTD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 GRAVITY CO., LTD. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE W500 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 38911N 107 - -------------------------------------------------------------------------------- (CUSIP Number) GENERAL COUNSEL GRAVITY CO., LTD. SHINGU BUILDING, 620-2 SHINSA-DONG, GANGNAM-GU, SEOUL 135-894 REPUBLIC OF KOREA +82-2-516-5438 WITH A COPY TO: JIN HYUK PARK, ESQ. SIMPSON THACHER & BARTLETT LLP ICBC TOWER, 7TH FLOOR 3 GARDEN ROAD, CENTRAL, HONG KONG SAR PEOPLE'S REPUBLIC OF CHINA +852-2514-7665 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 29, 2005 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 38911N 107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jung Ryool Kim IRS IDENTIFICATION NO.: Not applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF (see Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0* NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0* OWNED BY ---------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0* PERSON WITH ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Beneficial ownership of the common stock, par value W500 per share ("Common Stock"), of GRAVITY Co., Ltd. referred to herein is being reported hereunder because of the execution on August 29, 2005 of a Stock Purchase Agreement pursuant to which Ji Young Kim, Young Joon Kim and Ji Yoon Kim acquired from Rhoceo Co., Ltd. ("Rhoceo") an aggregate of 243,948 shares, or 3.5%, of the Common Stock. On August 30, 2005, all of the reporting persons, including Jung Ryool Kim, entered into a Stock Purchase Agreement with EZER Inc. ("EZER") pursuant to which each of the reporting persons has sold to EZER all of his or her Common Stock, including the Common Stock purchased from Rhoceo. Accordingly, each reporting person beneficially owns zero shares of Common Stock as of the filing date of this Schedule 13D. CUSIP No. 38911N 107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ji Young Kim IRS IDENTIFICATION NO.: Not applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF (see Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0* NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0* OWNED BY ---------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0* PERSON WITH ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Beneficial ownership of the Common Stock referred to herein is being reported hereunder because of the execution on August 29, 2005 of a Stock Purchase Agreement pursuant to which Ji Young Kim, Young Joon Kim and Ji Yoon Kim acquired from Rhoceo an aggregate of 243,948 shares, or 3.5%, of the Common Stock. On August 30, 2005, all of the reporting persons, including Jung Ryool Kim, entered into a Stock Purchase Agreement with EZER pursuant to which each of the reporting persons has sold to EZER all of his or her Common Stock, including the Common Stock purchased from Rhoceo. Accordingly, each reporting person beneficially owns zero shares of Common Stock as of the filing date of this Schedule 13D. CUSIP No. 38911N 107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Young Joon Kim IRS IDENTIFICATION NO.: Not applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF (see Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0* NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0* OWNED BY ---------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0* PERSON WITH ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Beneficial ownership of the Common Stock referred to herein is being reported hereunder because of the execution on August 29, 2005 of a Stock Purchase Agreement pursuant to which Ji Young Kim, Young Joon Kim and Ji Yoon Kim acquired from Rhoceo an aggregate of 243,948 shares, or 3.5%, of the Common Stock. On August 30, 2005, all of the reporting persons, including Jung Ryool Kim, entered into a Stock Purchase Agreement with EZER pursuant to which each of the reporting persons has sold to EZER all of his or her Common Stock, including the Common Stock purchased from Rhoceo. Accordingly, each reporting person beneficially owns zero shares of Common Stock as of the filing date of this Schedule 13D. CUSIP No. 38911N 107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Ji Yoon Kim IRS IDENTIFICATION NO.: Not applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF (see Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0* NUMBER OF ---------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0* OWNED BY ---------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0* PERSON WITH ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Beneficial ownership of the Common Stock referred to herein is being reported hereunder because of the execution on August 29, 2005 of a Stock Purchase Agreement pursuant to which Ji Young Kim, Young Joon Kim and Ji Yoon Kim acquired from Rhoceo an aggregate of 243,948 shares, or 3.5%, of the Common Stock. On August 30, 2005, all of the reporting persons, including Jung Ryool Kim, entered into a Stock Purchase Agreement with EZER pursuant to which each of the reporting persons has sold to EZER all of his or her Common Stock, including the Common Stock purchased from Rhoceo. Accordingly, each reporting person beneficially owns zero shares of Common Stock as of the filing date of this Schedule 13D. ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (this "Schedule 13D") relates to shares of common stock, par value of W500 per share ("Common Stock"), of GRAVITY Co., Ltd. (the "Company"), a company with limited liability organized under the law of the Republic of Korea ("Korea"). The address of the Company's principal executive office is Shingu Building, 620-2 Shinsa-dong, Gangnam-gu, Seoul 135-894 Korea. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by a group consisting of Jung Ryool Kim and his three children, Ji Young Kim, Young Joon Kim and Ji Yoon Kim (collectively, the "Kim Family"). The business address of the Kim Family is c/o GRAVITY Co., Ltd., Shingu Building, 620-2 Shinsa-dong, Gangnam-gu, Seoul 135-894 Korea. Jung Ryool Kim is a director of the Company. Ji Young Kim is a student at School of Vision Art, located in New York, New York. Young Joon Kim is a student at Rio Lindo Academy, located in Healdsburg, California. Ji Yoon Kim is a student at Eonbuk Elementary School, located in Seoul, Korea. During the five years prior to the date hereof, no member of the Kim Family has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All members of the Kim Family are citizens of Korea. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 29, 2005, Ji Young Kim, Young Joon Kim and Ji Yoon Kim entered into a Stock Purchase Agreement (the "Rhoceo Stock Purchase Agreement") with Rhoceo Co., Ltd., a company with limited liability organized under the law of Korea ("Rhoceo"), pursuant to which Ji Young Kim, Young Joon Kim and Ji Yoon Kim acquired an aggregate of 243,948 shares, or 3.5%, of the Common Stock previously beneficially owned by Rhoceo (the "Rhoceo Shares") for an aggregate amount of W17,564,256 thousand, or W72,000 per share, in cash. According to the terms of the Rhoceo Stock Purchase Agreement, of the aggregate purchase amount, W3.7 billion was paid on August 29, 2005 and the remainder will be paid on September 29, 2005. The source of funding for the initial payment was funds owned by Mr. Jung Ryool Kim, which were loaned to Ji Young Kim, Young Joon Kim and Ji Yoon Kim. The source of funding for the second payment will be the funds received from EZER Inc., a corporation organized under the law of Japan ("EZER"), as consideration for the sale of all of the Common Stock held by the members of the Kim Family to EZER, which is discussed in Item 4 below. The allocation for the Rhoceo Shares purchased, and the payments made or to be made, by Ji Young Kim, Young Joon Kim and Ji Yoon Kim is as follows:
Rhoceo Shares Initial Payment Second Payment Total Payment ------------- --------------- -------------- ------------- (in thousands of Won) Ji Young Kim 31,549 W 1,500,000 W 771,528 W 2,271,528 Young Joon Kim 87,538 1,200,000 5,102,736 6,302,736 Ji Yoon Kim 124,861 1,000,000 7,989,992 8,989,992 ------------- --------------- -------------- ------------- Total 243,948 W 3,700,000 W 13,864,256 W 17,564,256
ITEM 4. PURPOSE OF TRANSACTION The purchase of the Rhoceo Shares by three members of the Kim Family was in anticipation of the sale of all of the Common Stock held by all members of the Kim Family. On August 30, 2005 (the "Closing Date"), all four members of the Kim Family entered into a Stock Purchase Agreement (the "EZER Stock Purchase Agreement") with EZER. During the negotiations leading up to the execution of the EZER Stock Purchase Agreement, EZER indicated that it would only enter into such agreement if the shares to be purchased thereunder constituted a majority of the outstanding shares of the Common Stock. Prior to August 29, 2005, the Kim Family's collective ownership constituted less than a majority of the outstanding shares of the Common Stock. Consequently, three members of the Kim Family acquired the Rhoceo Shares so that the Kim Family would own a majority of the outstanding shares of the Common Stock. Under the EZER Stock Purchase Agreement, EZER has purchased all of the 3,640,619 shares of the Common Stock (the "Kim Shares") held by the members of the Kim Family for an aggregate cash payment of 40 billion Japanese Yen, or approximately 10,987 Japanese Yen per share of Common Stock. Immediately prior to August 29, 2005, the members of the Kim Family held an aggregate of 3,396,671 shares, or 48.9%, of the Common Stock, consisting of 2,718,931 shares, or 36.7%, held by Mr. Jung Ryool Kim, 282,350 shares, or 5.1%, held by Ji Young Kim, 218,920 shares, or 3.9%, held by Young Joon Kim, and 176,470 shares, or 3.2%, held by Ji Yoon Kim. These shares, together with the Rhoceo Shares (which consist of 243,948 shares, or 3.5%, of the Common Stock), constitute a majority of the Common Stock. Pursuant to the EZER Stock Purchase Agreement, the members of the Kim Family will take necessary action to cause the Company to convene an extraordinary shareholders' meeting no later than September 21, 2005, or any other date to be agreed upon by the parties, for the purpose of electing the directors of the Company nominated by EZER. In connection therewith, the members of the Kim Family will issue, and will cause Rhoceo to issue, proxies to EZER so that EZER may participate in the extraordinary shareholders' meeting. In addition, Mr. Jung Ryool Kim will resign, and will cause the independent directors of the Company to resign, as directors of the Company prior to such extraordinary shareholders' meeting. The members of the Kim Family will cause the Company to retain one or two persons designated by EZER as counsel with the right to stay with the Company on a full time basis, and to observe its business decisions and daily operations of the Company. In addition, for a period of three years after the Closing Date, the members of the Kim Family will not, directly or indirectly, (i) cause, induce or attempt to cause or induce any licensee, franchisee, employee or consultant of the Company (including any licensee, franchisee, employee or consultant existing on the Closing Date or within the year preceding the Closing Date) to cease doing business with the Company; (ii) hire, retain or attempt to hire or retain any employee of the Company unless the employee has left the Company for six months or longer; (iii) directly or indirectly engage in any business of distribution or development of any products distributed or being developed by the Company (the "Products") as of the Closing Date; or (iv) directly or indirectly engage in any business to intentionally and materially impair, prevent or restrain the distribution and development of the Products. The foregoing summary of the Rhoceo Stock Purchase Agreement and the EZER Stock Purchase Agreement is qualified in its entirety by reference to the respective agreements, copies of which are exhibits hereto and are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER By virtue of the EZER Stock Purchase Agreement, no member of the Kim Family beneficially owns any shares of Common Stock as of the filing date of this Schedule 13D. Except as described in Items 3 and 4, no member of the Kim Family has effected any transactions in the securities of the Company during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Rhoceo Stock Purchase Agreement and the EZER Stock Purchase Agreement referenced in the foregoing items of this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company. The information set forth in the foregoing items of this Schedule 13D and the copies of each stock purchase agreement included herewith as an exhibit is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement Exhibit 2 Stock Purchase Agreement, dated as of August 29, 2005, among Ji Young Kim, Young Joon Kim and Ji Yoon Kim and Rhoceo Co., Ltd. (English translation) Exhibit 3 Stock Purchase Agreement, dated as of August 30, 2005, among Jung Ryool Kim, Ji Young Kim, Young Joon Kim and Ji Yoon Kim and EZER Inc. (incorporated by reference to Exhibit B to the statement on Schedule 13D filed by Techno Groove Co., Ltd. et al on August 30, 2005 with respect to Common Stock, par value of W500 per share, of GRAVITY Co., Ltd.) 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. DATED: AUGUST 30, 2005 /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim /s/ Ji Young Kim ------------------------------------------- Ji Young Kim /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim, as legal representative of Young Joon Kim /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim, as legal representative of Ji Yoon Kim EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 2 Stock Purchase Agreement, dated as of August 29, 2005, among Ji Young Kim, Young Joon Kim and Ji Yoon Kim and Rhoceo Co., Ltd. (English translation) Exhibit 3 Stock Purchase Agreement, dated as of August 30, 2005, among Jung Ryool Kim, Ji Young Kim, Young Joon Kim and Ji Yoon Kim and EZER Inc. (incorporated by reference to Exhibit B to the statement on Schedule 13D filed by Techno Groove Co., Ltd. et al on August 30, 2005 with respect to Common Stock, par value of W500 per share, of GRAVITY Co., Ltd.) EX-1 2 h00029exv1.txt EX-1 JOINT FILING AGREEMENT Exhibit 1 --------- 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 (including any and all amendments thereto) with respect to the common stock of GRAVITY Co., Ltd., par value W500 per share, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agrees 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 and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. 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. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 30th day of August 2005. /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim /s/ Ji Young Kim ------------------------------------------- Ji Young Kim /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim, as legal representative of Young Joon Kim /s/ Jung Ryool Kim ------------------------------------------- Jung Ryool Kim, as legal representative of Ji Yoon Kim EX-2 3 h00029exv2.txt EX-2 STOCK PURCHASE AGREEMENT Exhibit 2 --------- (English translation) STOCK PURCHASE AGREEMENT ------------------------ This Agreement is entered into as of August 29, 2005 by and between Rhoceo Co, Ltd., located at 1309-11 Tea Building 3F, Seocho-dong, Seocho-gu, Seoul, Korea (the "Seller"), and Kim Ji Young and two other persons residing at 3-1006 Sunkyung Apt., 506 Daechi-dong, Gangnam-gu, Seoul, Korea (collectively, the "Purchasers"). ARTICLE 1 (PURPOSE OF THE AGREEMENT) The purpose of this Agreement is to set forth the rights and obligations between the Purchasers and the Seller with respect to the purchase and sale of certain shares of GRAVITY Co., Ltd., located at 620-2 Shingu Building, Shinsa-dong, Gangnam-gu, Seoul, Korea, which shares are held by the Purchaser (the "Shares"). ARTICLE 2 (TYPE AND NUMBER OF SHARES) (1) Type: Shares of Common Stock issued by GRAVITY Co., Ltd. (the "Company") (2) Purchase price per share: W72,000 (3) Number of Shares: 243,948 (4) Purchase Consideration: W17,564,256,000 ("Purchase Consideration") (5) Allocation of the Shares Ji Young Kim: 31,549 shares Young Joon Kim: 87,538 shares Ji Yoon Kim: 124,861 shares ARTICLE 3 (METHOD OF PAYMENT) The Purchasers agree to make an initial payment of W3,700,000,000 (the "Initial Payment") on the date of this Agreement and pay the balance of the purchase consideration on September 29, 2005 as follows:
(Unit: Thousand Won) Date Ji Young Kim Young Joon Kim Ji Yoon Kim Total ------------------ ------------ -------------- ----------- ------------ Initial Payment Date of Agreement W 1,500,000 W 1,200,000 W 1,000,000 W 3,700,000 Balance September 29, 2005 771,528 5,102,736 7,989,992 13,864,256 ------------------ ------------ -------------- ----------- ------------ Total W 2,271,528 W 6,302,736 W 8,989,992 W 17,564,256
ARTICLE 4 (REGISTRATION OF TRANSFER OF TITLE) Following the payment in full of the Initial Payment, the Purchasers shall promptly request the Company to register the transfer of title of the Shares pursuant to this Agreement. The Seller shall provide the Company with written notice of its sale of the Shares. ARTICLE 5 (TRANSFER OF THE RIGHTS) The ownership rights with respect to the Shares shall transfer to the Purchasers at the time that this Agreement is executed irrespective of the transfer of title. The Seller hereby acknowledges that any and all rights relating to the Shares shall belong to the Purchasers and that the Seller has no objection to this fact. ARTICLE 6 (EFFECTIVENESS) This Agreement shall take effect at the time it is signed and sealed by the parties hereto. ARTICLE 7 (TAXES AND FEES) Each party hereto shall be responsible for the taxes and fees due such party arising in connection with the transactions contemplated hereby. ARTICLE 8 (SPECIAL COVENANT) The Purchaser may cancel this Agreement by giving written notice of cancellation within ten days from the date of this Agreement, provided that an interest at the rate of 10% per annum shall be added on the amount of refund due to the Purchasers. ARTICLE 9 (SETTLEMENT OF DISPUTES & THE COURT OF FIRST INSTANCE) The parties hereto shall consult with each other to resolve amicably any dispute arising in connection with this Agreement. In the event such dispute cannot be resolved amicably, the parties hereby submit to the jurisdiction of the Seoul District Court for the purpose of resolving such dispute. IN WITNESS WHEREOF, the parties hereto have executed two copies of this Agreement and which shall be prepared, signed, sealed and kept for records by each party. August 29, 2005 THE SELLER: Rhoceo Co., Ltd. 1309-11 Tea Building 3F, Seocho-dong, Seocho-gu, Seoul, Korea By: /seal/ Jung Kwang Hyun, Representative Director THE PURCHASERS: Ji Young Kim /seal/ Young Joon Kim /seal/ Ji Yoon Kim /seal/ 3-1006 Sunkyung Apt., 506 Daechi-dong, Gangnam-gu, Seoul, Korea. -----END PRIVACY-ENHANCED MESSAGE-----