6-K/A 1 htm_893.htm LIVE FILING GRAVITY Co., Ltd. - Form 6-K/A

Washington, D.C. 20549

Form 6-K/A

PURSUANT TO RULE 13a-16 OR 15d-16

November 15, 2005

(Translation of registrant’s name into English)
Shin-Gu Building, 620-2 Shinsa-Dong, Gangnam-Gu, Seoul, 135-894, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] 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    [x] No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

This Form 6-K/A amends and restates in its entirety the Form 6-K filed
on November 15, 2005 with the Securities and Exchange Commission relating to
the agreement for the purchase of shares of Neo-Cyon, Inc. entered into by the

Gravity Enters Into Agreement for Acquisition of
Shares of Neo-Cyon, Inc., a Mobile Multimedia Contents Provider

GRAVITY Co., Ltd. (“Gravity” – Nasdaq: GRVY), Seoul, Korea, November 16, 2005.

Gravity announced today that it entered into an agreement with certain
shareholders of Neo-Cyon, Inc. (“Neo-Cyon”) on November 15, 2005 to purchase
shares of Neo-Cyon held by such shareholders, which upon closing of the
transaction will result in Gravity holding a majority stake in Neo-Cyon.
Neo-Cyon, a Korean company, provides mobile multimedia contents services to LG
Electronics Inc., one of the largest manufacturers of mobile phones in the
world.  Upon closing of the purchase of the shares, Gravity will acquire
control over the management of Neo-Cyon and will be in a position to appoint
the majority of the board of directors of Neo-Cyon.  The purchase price of the
shares is approximately KRW 6.2 billion and the transaction is expected to
close on or about November 24, 2005.  Gravity announced that the purpose of
the transaction is to enhance its efforts in the mobile multimedia contents

Since its inception in 2000, Neo-Cyon has built and serviced mobile multimedia
contents service systems, including mobile games, sound and graphics, in a
number of countries including in particular, Korea and Russia.  Neo-Cyon was
the first online games services provider to publish an online game in Russia.
The current intent is for Neo-Cyon to, upon completion of open beta testing in
the Russian market, begin commercial servicing of Ragnarok Online.

Through Neo-Cyon, the management of Gravity believes that it may gain
additional momentum in its efforts to strengthen its global game publishing
network.  Moreover, by pursuing game publishing in Russia, the management of
Gravity expects to further exploit potential opportunities outside of Asia,
where the competition for acquiring and retaining users of online games is
intense, and geographically diversify its revenue source.

Mr. Il Young Ryu, the Chief Executive Officer of Gravity, stated, “This
transaction represents a step to implement Gravity’s strategy of strengthening
global publishing capability.  In the online games market, where the first
mover advantage is important, this transaction represents the first step for
Gravity for establishing a stronger foothold during the initial stages of
development of a potentially important market, such as Russia.”  Mr. Ryu
added, “With Gravity’s current cash balances and close ties with various
licensing partners, Gravity hopes to build a stronger global network for
distribution of its online games.  Moreover, in order to meet the needs of the
users of mobile multimedia contents, Gravity will seek to simultaneously
introduce both online and mobile versions of games and thereby to strengthen
its market position in not only the online games market but also the mobile
games market.”

About GRAVITY Co., Ltd.

Based in Korea, Gravity is a developer and distributor of online games. The
Company's principal product, Ragnarok Online, is a popular online game in many
markets, including Japan, Taiwan and Thailand, and is currently commercially
offered in 20 markets.  For more information visit http://www.gravity.co.kr.

Forward-Looking Statements:

Certain statements in this press release may include, in addition to
historical information, “forward-looking statements” within the meaning of the
“safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995.  Forward-looking statements can generally be identified by the use of
forward-looking terminology, such as “may,” “will,” “expect,” “intend,”
“estimate,” “anticipate,” “believe” “project,” or “continue” or the negative
thereof or other similar words, although not all forward-looking statements
will contain these words.  These forward-looking statements are based on our
current assumptions, expectations and projections about future events.  All
forward-looking statements involve risks and uncertainties that may cause our
actual performance, financial condition or results of operations to be
materially different from those suggested by the forward-looking statements,
including, but not limited to, our ability to diversify revenue; our ability
to collect, and in a timely manner, license fees and royalty payments from
overseas licensees; our ability to acquire, develop, license, launch, market
or operate commercially successful online games; our ability to compete
effectively in a highly competitive industry; our ability to anticipate and
access technological developments in our industry; our ability to recruit and
retain quality employees as we grow; our ability to implement our growth
strategies; our ability to issue the Financial Statements on a restated basis,
if needed, and our ability to complete the Investigation on a timely basis;
and economic and political conditions globally.  Investors should consider the
information contained in our submissions and filings with the United States
Securities and Exchange Commission (the “SEC”), including our registration
statement on Form F-1, as amended, and our annual report on Form 20-F,
together with such other documents and we may furnish to or file with the SEC
from time to time, including on Form 6-K.  The forward-looking statements
speak only as of the date of this press release and we assume no duty to
update them to reflect new, changing or unanticipated events or circumstances.

# # #

John C. Chung
Tel: +82-2-3485-1002

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.
    GRAVITY Co., Ltd.
Date: 11/15/2005 By: /s/John C. Chung

  Name:  John C. Chung
  Title: Investor Relations Officer