UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2011
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number: 0001-33800
SEARCHMEDIA HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
K-Wah Center #38-03,
1010 Middle Huaihai Road, Shanghai, China, 200031
(Address of principal executive offices)
Peter Chan
Interim Chief Financial Officer
K-Wah Center #38-03,
1010 Middle Huaihai Road, Shanghai, China, 200031
Tel: +86-21-5401-0959
Fax: 86-21-3461-5667
Email: smhl@searchmediaholdings.com
(Name, Telephone, E-mail and/or Facsimile number and Address of the Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Name of each exchange on which registered | |||
Ordinary Shares, $0.0001 Par Value | NYSE MKT | |||
Warrants | NYSE MKT |
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 the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
21,687,497 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
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 x No
NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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. x Yes ¨ 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 (§232.405 of this chapter) 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, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ |
Other ¨ |
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 ¨ Item 18 ¨
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 x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS.)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (the Form 20-F/A) amends the annual report on Form 20-F of SearchMedia Holdings Limited for the fiscal year ended December 31, 2011, originally filed with the U.S. Securities and Exchange Commission (SEC) on May 15, 2012 (the Original Form 20-F). The sole purpose of this Form 20-F/A is to amend the Original Form 20-F to provide Interactive Data File disclosure as Exhibit 101 to this Form 20-F/A in accordance with Rule 405 of Regulation S-T. The Interactive Data File disclosure attached as Exhibit 101 to the Form 20-F/A is the first Interactive Data File that SearchMedia Holdings Limited is required to submit under Rule 405 of Regulation S-T.
The Original Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Original Form 20-F, does not reflect events that may have occurred subsequent to the original filing date of the Original Form 20-F, and does not modify or update in anyway the disclosures made in the Original Form 20-F.
Exhibit |
Description of Exhibits | |
1.1 | Memorandum and Articles of Association of SearchMedia Holdings Limited upon completion of redomestication. (incorporated by reference to Exhibit 3.3 of the Registrants current
report on Form 8-K dated November 5, 2009 (File No. 333-158336)). | |
2.1 | Form of Warrant of SearchMedia Holdings Limited (incorporated by reference to Exhibit 4.5 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
3.1 | Form of Voting Agreement between SearchMedia International Limited, Qinying Liu, Le Yang, China Seed Ventures, L.P., Gentfull Investment Limited, Gavast Estates Limited, Linden Ventures II (BVI), Limited, Frost Gamma Investments Trust, Robert N. Fried, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (incorporated by reference to Exhibit 10.4 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.1 | Agreement and Plan of Merger, Conversion and Share Exchange by and among Ideation Acquisition Corp., the registrant, SearchMedia International Limited, the subsidiaries of SearchMedia International Limited, the subsidiaries of SearchMedia International Limited, Shanghai Jingli Advertising Co., Ltd. and certain shareholders and warrant holders of SearchMedia International Limited (incorporated by reference to Exhibit 2.1 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.2 | First Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated as of May 27, 2009, by and among the registrant, Earl Yen, Tommy Cheung and Stephen Lau and
Qinying Liu (incorporated by reference to Exhibit 2.2 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.3 | Second Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated as of September 8, 2009, by and among the registrant, Earl Yen, Tommy Cheung, Stephen Lau, Qinying Liu, Linden Ventures, Inc., Vervain Equity Investment Limited, Sun Hing Associates Limited and The Frost Group, LLC (incorporated by reference to Exhibit 2.3 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.4 | Third Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated as of September 22, 2009, by and among the registrant, Ideation Acquisition Corp., Earl Yen, Tommy Cheung, Terrance Hogan, Qinying Liu, and Linden Ventures II (BVI), Ltd. (incorporated by reference to Exhibit 2.4 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.5 | Fourth Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated as of October 30, 2009, by and among the registrant, Ideation Acquisition Corp., Earl Yen,
Tommy Cheung, Stephen Lau and Qinying Liu. (incorporated by reference to Exhibit 2.5 of the Registrants current report on Form 8-K dated November 5, 2009 (File No. 333-158336)). | |
4.6 | Form of Registration Rights Agreement among SearchMedia International Limited, Deutsche Bank AG, Hong Kong Branch, Gentfull Investment Limited, Gavast Estates Limited, China Seed Ventures, L.P. and Linden Ventures II (BVI) (incorporated by reference to Exhibit 10.1 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.7 | Form of Lock-Up between SearchMedia Holdings Limited and SearchMedia International Limited shareholders and warrant holders (incorporated by reference to Exhibit 10.2 of the
Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.8 | Form of Management Lock-Up between SearchMedia Holdings Limited and SearchMedia International Limited shareholders and warrant holders (incorporated by reference to Exhibit 10.3 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)).+ | |
4.9 | Form of Employment Agreement with the SearchMedia International Limited executive officers (incorporated by reference to Exhibit 10.5 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)).+ | |
4.10 | English Translation of Exclusive Technology Consulting and Service Agreement between Jieli Consulting and Jingli Shanghai, dated as of September 10, 2007 (incorporated by reference to Exhibit 10.6 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.11 | English Translation of Exclusive Call Option Agreement among Jingli Shanghai, its shareholders and Jieli Consulting, dated as of September 10, 2007 (incorporated by reference to Exhibit 10.7 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.12 | English Translation of Equity Pledge Agreement among Jingli Shanghai, its shareholders and Jieli Consulting, dated as of September 10, 2007 (incorporated by reference to Exhibit
10.8 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.13 | English Translation of Power of Attorney by the shareholders of Jieli Consulting dated as of September 10, 2007 (incorporated by reference to Exhibit 10.9 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.14 | English Translation of Loan Agreement between the shareholders of Jingli Shanghai and Jieli Consulting, dated as of September 10, 2007 (incorporated by reference to Exhibit 10.10 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). | |
4.15 | Letter Agreement, dated as of September 8, 2009, by and among Ideation Acquisition Corp. and certain investors of Ideation Acquisition Corp. and SearchMedia International Limited (incorporated by reference to Exhibit 10.13 of the Registrants Registration Statement on Form S-4 (File No. 333-158336)). |
4.16 | SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan (incorporated by reference to Exhibit 10.13 of the Registrants current report on Form 8-K dated November 5, 2009 (File No. 333-158336)).+ | |
4.17 | Executive Employment Agreement between SearchMedia Holdings Limited and Wilfred Chow dated December 30, 2009 (incorporated by reference to Exhibit 10.1 of the Registrants
current report on Form 8-K dated January 6, 2010 (File No. 333-158336)).+ | |
4.18 | Executive Employment Agreement between SearchMedia Holdings Limited and Paul Conway dated January 29, 2010 (incorporated by reference to Exhibit 10.1 of the Registrants
current report on Form 8-K dated February 3, 2010 (File No. 333-158336)).+ | |
4.19 | English Translation of Ad-Icon Shanghai SAIC Business License.** | |
4.20 | Fifth Amendment to Agreement and Plan of Merger, Conversion and Share Exchange, dated as of January 23, 2012, by and among the registrant, Earl Yen, Tommy Cheung, Stephen Lau, and Qinying Liu.** | |
4.21 | Executive Employment Agreement between SearchMedia Holdings Limited and Peter Tan, effective February 13, 2012**+ | |
8.1 | Subsidiaries of SearchMedia Holdings Limited ** | |
12.1 | Certification of Chief Executive Officer filed pursuant to 17 CFR 240.13a-14(a).** | |
12.2 | Certification of Chief Financial Officer filed pursuant to 17 CFR 240.13a-14(a).** | |
13.1 | Certification of Chief Executive Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.*** | |
13.2 | Certification of Chief Financial Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.*** | |
23.1 | Consent of Marcum Bernstein & Pinchuk LLP** | |
23.2 | Consent of Bernstein & Pinchuk LLP** | |
101.INS | XBRL Instance Document+++ | |
101.SCH | XBRL Taxonomy Extension Schema+++ | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase+++ | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase+++ | |
101.LAB | XBRL Taxonomy Extension Label Linkbase+++ | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase+++ |
+ | Management contract or compensatory plan or arrangement |
** | Previously Filed |
*** | Previously Furnished |
+++ | As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. |
The Company and its consolidated subsidiaries are party to several debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to paragraph 2(b)(i) of the instructions to the exhibits to Form 20-F, the Company agrees to furnish a copy of such instruments to the SEC upon request.
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 annual report on its behalf.
(Registrant) | ||
By: | /s/ Peter Tan | |
Name: Peter Tan | ||
Title: Chief Executive Officer |
Date: June 8, 2012
Employee benefit plans
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12 Months Ended |
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Dec. 31, 2011
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Employee benefit plans [Abstract] | |
Employee benefit plans |
19. Employee benefit plans Employees of the Company and its subsidiaries located in Hong Kong are covered by the Mandatory Provident Fund Scheme (“MPF Scheme”) established on December 1, 2000 under the Mandatory Provident Fund Scheme Ordinance of Hong Kong. The calculation of contributions for these eligible employees is based on 5% of the applicable payroll costs, and contributions are matched by the employees. The amounts paid by the Company to the MPF Scheme were $6, $6 and $6; for the years ended December 31, 2009, 2010 and 2011, respectively. Employees of the Company and its subsidiaries located in the PRC are covered by the retirement schemes defined by local practice and regulations, which are essentially defined contribution schemes. The contributed amounts are determined based on 22% of the applicable payroll costs. The amounts paid by the Company to these defined contribution schemes were $177, $194 and $196 for years ended December 31, 2009, 2010 and 2011, respectively. In addition, the Company is required by law to contribute medical insurance benefits, housing funds, unemployment, and other statutory benefits ranging from 1% to 10% of applicable salaries. The PRC government is directly responsible for the payment of the benefits to these employees. The amounts contributed for medical insurance benefits were $97, $106 and $106 for the years ended December 31, 2009, 2010 and 2011, respectively. The amounts contributed for housing funds was $56, $62 and $62 for the years ended December 31, 2009, 2010 and 2011, respectively. The amounts contributed for other benefits were $24 and $26 and $27 for the years ended December 31, 2009, 2010 and 2011, respectively.
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Loss per share
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
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Loss per share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss per share |
3. Loss per share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the three years ended December 31, 2009, 2010 and 2011. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for years in which a net loss was incurred as this would be antidilutive. The information related to basic and diluted earnings per share is as follows:
As of December 31, 2011, there were a total of 1,019,333 stock options and 13,607,441 warrants that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. |