-----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, NOzbmysqCuV03xKud6LdsVRqbpEW3e8r9A1wzlaXqxtsJ7p3SgPvuxopTn15gXrt T8V9y6dE3peDo5BjLA7T3Q== 0001145549-06-000527.txt : 20060426 0001145549-06-000527.hdr.sgml : 20060426 20060425214759 ACCESSION NUMBER: 0001145549-06-000527 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060425 FILED AS OF DATE: 20060426 DATE AS OF CHANGE: 20060425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KONGZHONG CORP CENTRAL INDEX KEY: 0001285137 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50826 FILM NUMBER: 06779434 BUSINESS ADDRESS: STREET 1: 35F, TENGDA TOWER, STREET 2: NO. 168 XIWAI ST. CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100044 BUSINESS PHONE: (8610) 8857-5892 MAIL ADDRESS: STREET 1: 35F, TENGDA TOWER, STREET 2: NO. 168 XIWAI ST. CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100044 6-K 1 h00478e6vk.txt KONGZHONG CORPORATION 1934 Act Registration No. 000-50826 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF APRIL 2006 KONGZHONG CORPORATION (Translation of registrant's name into English) 35/F, TENGDA PLAZA, NO. 168 XIZHIMENWAI STREET BEIJING, CHINA 100044 (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 --- --- (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___) (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___) (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X --- --- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- ________________.) ================================================================================ EXHIBITS
Exhibit Number Page - -------------- 1.1 Press Release, dated April 25, 2006 4
FORWARD-LOOKING STATEMENTS The Press Releases of KongZhong Corporation (the "Company"), constituting Exhibits 1.1 and 1.2 to this Form 6-K, contain statements that may be viewed as "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Such forward-looking statements are, by their nature, subject to significant risks and uncertainties that may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Such forward-looking statements include, without limitation, statements that are not historical fact relating to the continued growth of the telecommunications industry in China, the development of the regulatory environment, and the Company's ability to successfully execute its business strategies. Such forward-looking statements reflect the current views of the Company with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, any changes in the regulatory policies of the Ministry of Information Industry and other relevant government authorities; any changes in telecommunications and related technology and applications based on such technology; and changes in political, economic, legal and social conditions in China, including the Chinese government's policies with respect to economic growth, foreign exchange, foreign investment and entry by foreign companies into China's telecommunications market. Please also see the "Risk Factors" section of the Company's registration statement on Form F-1 (File No. 333-116172), as filed with the Securities and Exchange Commission. 2 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. KONGZHONG CORPORATION Date: April 25, 2006 By: /s/ JP Gan ----------------------- Name: JP Gan Title: Chief Financial Officer 3
EX-1.1 2 h00478exv1w1.txt PRESS RELEASE, DATED APRIL 25, 2006 Exhibit 1.1 KongZhong Corporation Announces Court Approval of Settlement of Class-Action Lawsuit Beijing, China, April 24, 2006 - On April 14, 2006, Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York approved the settlement agreement reached by KongZhong Corporation (NASDAQ: KONG), a leading provider of wireless value-added services and one of leading wireless internet portals in China, to resolve a securities class action arising out of the Company's 2004 initial public offering. Under the settlement, the Company will pay $3.5 million to resolve all claims asserted against it and the other defendants in this action. Persons who purchased or sold the Company's ADSs between July 9, 2004 and August 17, 2004 may be eligible to recover pursuant to the settlement. The Company set aside the settlement amount of $3.5 million in an escrow account and made a provision during the third quarter 2005. The Company believes that it has been in compliance with securities laws and made appropriate and necessary disclosures in its prospectus dated July 9, 2004 at the time of the initial public offering. The Company nevertheless agreed to this settlement to avoid the expense, distraction and uncertainty associated with continued litigation without admitting any fault, liability or wrongdoing. About KongZhong: KongZhong Corporation is a leading provider of wireless value added services and one of China's leading wireless internet portals. The Company delivers wireless value added services to consumers in China through multiple technology platforms including wireless access protocol (WAP), multimedia messaging service (MMS), JAVA, short messaging service (SMS), interactive voice response (IVR), and color ring back tone (CRBT). The Company also operates a wireless internet portal which enables users to access media and entertainment content directly from their mobile phones. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding the settlement of pending litigation. These statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied in the statements in this press release. Potential risks and uncertainties include, but are not limited to, any uncertainties associated with the signing of the memorandum of understanding preliminary to a settlement agreement, the negotiation of a definitive settlement agreement and its approval by the court. For additional discussion of these risks and uncertainties and other factors that may impact the reliability of the forward-looking statements in this press release, please see the documents we file from time to time with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements, which apply only as of the date of this press release. Investor Contact: JP Gan Chief Financial Officer Tel.: +86 10 8857 6000 E-mail: ir@kongzhong.com Tip Fleming ChristensenIR Tel: +1 917 412 3333 E-mail: tfleming@ChristensenIR.com Media Contact: Xiaohu Wang Manager Tel: +86 10 8857 6000 E-mail: xiaohu@kongzhong.com 4
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