0001193125-20-207192.txt : 20200803 0001193125-20-207192.hdr.sgml : 20200803 20200803060851 ACCESSION NUMBER: 0001193125-20-207192 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200803 DATE AS OF CHANGE: 20200803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOGOU INC. CENTRAL INDEX KEY: 0001713947 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90221 FILM NUMBER: 201067725 BUSINESS ADDRESS: STREET 1: LEVEL 15, SOHU.COM INTERNET PLAZA STREET 2: NO. 1 UNIT ZHONGGUANCUN,HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100084 BUSINESS PHONE: 86-10-5689-9999 MAIL ADDRESS: STREET 1: LEVEL 15, SOHU.COM INTERNET PLAZA STREET 2: NO. 1 UNIT ZHONGGUANCUN,HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100084 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZHANG CHARLES CENTRAL INDEX KEY: 0001118920 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 7 JIANGGUOMEN NEI AVE #519 TOWER 2 STREET 2: BRIGHT CHINA CHANG AN BLD BEIJING 100005 CITY: PEOPLES REP OF CHINA STATE: F5 ZIP: 00000 SC 13D 1 d23541dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed

Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Sogou Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

83409V104

(CUSIP Number)

Timothy B. Bancroft

Goulston & Storrs PC

400 Atlantic Avenue

Boston, MA 02110

Tel: (617) 574-3511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 27, 2020

(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 subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☒

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in the cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

(Page 1 of 7 Pages)


CUSIP NO.         83409V104    13D    PAGE 2 OF 7 PAGES        

 

  1.    

  NAME OF REPORTING PERSON

 

  Charles Zhang

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  SOURCE OF FUNDS (See Instructions)

 

  n/a

  5.  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  People’s Republic of China

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.     

  SOLE VOTING POWER

 

  0

   8.   

  SHARED VOTING POWER

 

  24,686,863 Class A Ordinary Shares, represented by 24,686,863 American depositary shares (“ADSs”)

   9.   

  SOLE DISPOSITIVE POWER

 

  24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs

   10.   

  SHARED DISPOSITIVE POWER

 

  0

  11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs

  12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

  13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  6.4%

  14.  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN


CUSIP NO.         83409V104    13D    PAGE 3 OF 7 PAGES        

 

Item 1.

Security and Issuer.

The class of equity securities to which this statement relates is the Class A ordinary shares, par value $.001 per share (“Class A Ordinary Shares”), of Sogou Inc., a Cayman Islands company (the “Issuer”). The principal executive offices of the Issuer are located at Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China.

The Issuer’s ADSs are listed on the New York Stock Exchange under the symbol “SOGO.”

 

Item 2.

Identity and Background.

The person filing this statement is Dr. Charles Zhang (the “Reporting Person”).

Dr. Zhang’s business address is c/o Sohu.com Limited, Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China.

The Reporting Person is the Chairman of the Board and Chief Executive Officer of Sohu.com Limited, a Cayman Islands company (“Sohu.com”). Sohu.com is an online media, search and game service group providing comprehensive online products and services on PCs and mobile devices in China. Its principal executive offices are located at Sohu.com Media Plaza, No. 2, Kexueyuan South Road, Haidian District, Beijing, 100190, People’s Republic of China.    The Reporting Person is also the Chairman of the Board of the Issuer.

During the last five years, the Reporting Person has not 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.

The Reporting Person is a citizen of the People’s Republic of China.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The 24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs, beneficially owned by the Reporting Person (collectively, the “Shares”) were previously reported in a statement on Schedule 13G initially filed by the Reporting Person with the Securities and Exchange Commission (the “SEC”) on February 13, 2018 and amended by Amendment No. 1 to Schedule 13G filed with the SEC on February 1, 2019. The Reporting Person purchased the Shares from the Issuer in October 2010 through his investment fund Photon Group Limited, a British Virgin Islands company (“Photon”), for an aggregate purchase price of $15,429,289 with the Reporting Person’s personal funds.


CUSIP NO.         83409V104    13D    PAGE 4 OF 7 PAGES        

 

Item 4.

Purpose of the Transaction.

The Reporting Person purchased the Shares for investment purposes.

Tencent Holdings Limited Non-Binding Proposal to Acquire the Issuer

On July 27, 2020, Tencent Holdings Limited, for itself or on behalf of its affiliates (collectively, “Tencent”), submitted to the Issuer’s board of directors a letter (the “Proposal Letter”) containing Tencent’s preliminary non-binding proposal to acquire all of the outstanding ordinary shares, including ordinary shares represented ADSs, of the Issuer that are not already owned by Tencent for $9.00 in cash per ordinary share or ADS (the “Proposed Transaction”). The Proposed Transaction, if completed, would result in the Issuer becoming a privately-held, indirect wholly-owned subsidiary of Tencent Holdings Limited, and the Issuer’s ADSs would be delisted from the New York Stock Exchange. The Proposal Letter stated that it is Tencent’s preliminary indication of interest; is incomplete and is not a binding offer or agreement, or agreement to make a binding offer or agreement at any point in the future; and does not create any binding rights or obligations of any person. For a detailed description of the Proposal Letter and the Proposed Transaction, see the Form 6-K furnished by the Issuer to the SEC on July 28, 2020.

Support Agreement between the Reporting Person and Tencent Holdings Limited

On July 27, 2020, the Reporting Person, as a shareholder of the Issuer, entered into a support agreement with Tencent Holdings Limited (the “Support Agreement”), pursuant to which the Reporting Person has agreed that he will, and will cause his affiliates (which for purposes of the Support Agreement does not include the Issuer, Sohu.com, or any controlled affiliate of the Issuer or Sohu.com) to, (a) work with Tencent Holdings Limited to support and facilitate the Proposed Transaction, as the same may be revised from time to time and set forth in definitive agreements between Tencent Holdings Limited and the Issuer (the “Transaction”); (b) at any annual or extraordinary general meeting of the shareholders of the Issuer or in connection with any written consent of the shareholders of the Issuer, vote or deliver a written consent covering all of his Shares in favor of the approval, adoption and authorization of the Transaction; and (c) sell (by merger, share transfer or otherwise) all the Shares to Tencent Holdings Limited prior to or in the Transaction at the price per ordinary share to be paid to the other shareholders of the Issuer in the Transaction. In addition, the Reporting Person has agreed to irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal, and any similar rights relating to the Transaction that he or any other person may have by virtue of, or with respect to, any of the Shares.


CUSIP NO.         83409V104    13D    PAGE 5 OF 7 PAGES        

 

Item 5.

Interest in Securities of the Issuer.

 

(a)   Amount Beneficially Owned:
           As of the date of this statement the Reporting Person beneficially owns or may be deemed to beneficially own 24,686,863 Class A Ordinary Shares1, represented by 24,686,863 ADSs, of the Issuer.
  Percent of Class:        6.4%   
  The foregoing percentage is calculated based on 388,731,140 outstanding ordinary shares of the Issuer, consisting of 109,973,265 Class A Ordinary Shares and 278,757,875 Class B Ordinary Shares, par value $0.001 per share (“Class B Ordinary Shares”), of the Issuer outstanding as of December 31, 2019 as reported in the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2019 filed by the Issuer with the SEC on April 21, 2020.
(b)   Number of shares as to which Reporting Person has:   
  (i)    sole power to vote or to direct the vote: 0   
  (ii)    shared power to vote or to direct the vote: 24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs2.
  (iii)    sole power to dispose or to direct the disposition of: 24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs3.
  (iv)    shared power to dispose or to direct the disposition of: 0   

 

1 

Consists of 24,686,863 Class A Ordinary Shares, represented by 24,686,863 ADSs, owned by Photon, which has sole dispositive power with respect to such shares. The Reporting Person is one of the Directors of Photon and may be deemed to beneficially own such 24,686,863 Class A Ordinary Shares. Photon is a British Virgin Islands corporation with principal offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Photon is an investment holding company. During the five years prior to the date of this statement, neither Photon nor any of its directors, officers, shareholders, or control persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, neither Photon nor any of its directors, officers, shareholders, or control persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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.

2 

See Footnote 1. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes. As a result, the 24,686,863 Class A Ordinary Shares reported hereby represent approximately 0.9% of the voting power of the combined total of the outstanding Class A Ordinary Shares and Class B Ordinary Shares of the Issuer. With respect to matters requiring a shareholder vote, Class A Ordinary Shares and Class B Ordinary Shares of the Issuer are voted together as a single class. In addition, the 24,686,863 Class A Ordinary Shares beneficially owned by the Reporting Person are subject to a voting agreement entered into as of September 16, 2013 and amended as of August 11, 2017 by and among the Issuer, Sohu.com (Search) Limited, Photon, and the other parties thereto (the “Voting Agreement”), pursuant to which Photon has agreed to vote such shares to elect Sohu.com’s designees to the Board of Directors of the Issuer.

3 

See Footnote 1.


CUSIP NO.         83409V104    13D    PAGE 6 OF 7 PAGES        

 

(c)   The following transactions have been effected during the past 60 days:
  None.
(d)   Not applicable.
(e)   Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Shares beneficially owned by the Reporting Person are subject to the Voting Agreement, pursuant to which Photon has agreed to vote such Shares to elect Sohu.com’s designees to the Board of Directors of the Issuer.

The information regarding the Support Agreement under Item 4 is incorporated herein by reference in its entirety.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit

No.

   Description
7.1    Voting Agreement dated September 16, 2013 among Sogou Inc., Sohu.com (Search) Limited, Photon, Xiaochuan Wang, and other members of the Issuer’s Management, as amended as of August 11, 2017 (incorporated by reference to Exhibit 4.6 to the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 21, 2020).
7.2    Proposal Letter from Tencent to the board of directors of the Issuer, dated as of July 27, 2020 (incorporated herein by reference to Exhibit A to Exhibit 99.1 to Current Report on Form 6-K furnished to the SEC by the Issuer on July 28, 2020).
7.3    Support Agreement, dated July 27, 2020, by and between the Reporting Person and Tencent Holdings Limited.


CUSIP NO.         83409V104    13D    PAGE 7 OF 7 PAGES        

 

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 3, 2020

 

/s/ Charles Zhang

  Charles Zhang
EX-7.3 2 d23541dex73.htm EX-7.3 EX-7.3

Exhibit 7.3

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of July 27, 2020, is made by and between Mr. Charles Zhang (“Mr. Zhang”) and Tencent Holdings Limited, a Cayman Islands company (“Tencent”, and together with Mr. Zhang, the “Parties”).

WHEREAS, substantially concurrently with the execution and delivery of this Agreement, Tencent will submit a preliminary non-binding proposal letter (the “Proposal”) to the board of directors of Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange (the “Company”), to acquire all of the outstanding Class A ordinary shares (including Class A ordinary shares represented by American depositary shares) and Class B ordinary shares of the Company (collectively, the “Ordinary Shares”) not already owned by Tencent or its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), for US$9 in cash per Class A or Class B ordinary share (as the same may be revised from time to time and set forth in definitive agreements between Tencent and the Company, the “Transaction”).

WHEREAS, as of the date hereof, Mr. Zhang is the beneficial owner of 24,686,863 Class A ordinary shares of the Company (such Ordinary Shares, together with any Ordinary Shares or other voting share capital of the Company with respect to which Mr. Zhang acquires beneficial ownership after the date hereof, the “Covered Shares”).

WHEREAS, as a condition and inducement to the willingness of Tencent to submit the Proposal and pursue the Transaction, Mr. Zhang agrees (in his capacity as the beneficial owner of the Covered Shares, and not in his capacity as an officer and director of the Company and Sohu.com Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on NASDAQ (“Sohu”), or of any controlled Affiliate of the Company or Sohu, nor in his capacity as the beneficial owner of ordinary shares of Sohu) to support the Transaction and sell his Covered Shares to Tencent or its Affiliates upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Mr. Zhang agrees that he shall and shall cause his Affiliates (which for purposes of this Agreement will not include the Company, Sohu, or any controlled Affiliate of the Company or Sohu) to (a) work with Tencent to support and facilitate the Transaction; (b) at any annual or extraordinary general meeting of the shareholders of the Company or in connection with any written consent of the shareholders of the Company, vote or deliver a written consent covering all of his Covered Shares in favor of the approval, adoption and authorization of the Transaction; and (c) sell (by merger, share transfer or otherwise) all the Covered Shares to Tencent or its Affiliates prior to or in the Transaction at the price per Ordinary Share to be paid to the other shareholders of the Company in the Transaction.

2. Mr. Zhang irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Transaction that he or any other person may have by virtue of, or with respect to, any of his Covered Shares.

 

1


3. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by each Party.

4. This Agreement may be executed and delivered (including by electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

5. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof. Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time.

6. The Parties agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly each Party (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 5, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

7. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of law (including, but not limited to, by merger or consolidation) or otherwise by any of the Parties without the prior written consent of the other Parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

8. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any party or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 

2


9. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by the Parties and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties) any legal or equitable right, benefit or remedy of any nature whatsoever.

10. All costs and expenses (including all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses.

11. Each Party (the “Recipient”) shall not, and shall cause his or its Representatives not to, without the prior written consent of the other Party (the “Discloser”), disclose any Confidential Information obtained from the Discloser to any other person, except that the Recipient may disclose any Confidential Information to any of his or its Representatives who are engaged in pursuing or evaluating the Transaction and whose knowledge of such information is reasonably necessary for such purpose and who (prior to such disclosure) agree with the Recipient to maintain the confidentiality of such Confidential Information as set out herein or are otherwise bound by applicable law or rules of professional conduct to keep such information confidential. Each Recipient shall not and shall cause his or its Representatives to whom Confidential Information is disclosed not to, use any Confidential Information of the Discloser for any purpose other than exclusively for the purposes of this Agreement or the Transaction. Notwithstanding the foregoing, (x) a Recipient may make disclosures if required by applicable laws or the rules and regulations of any securities exchange or governmental authority of competent jurisdiction over the Recipient, but only after the form and terms of such disclosure have been notified to the Discloser and the Discloser has had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable, (y) either Party may disclose the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Proposal and any definitive documentation in respect of the Transaction to the Company and its Representatives, for the purpose of pursuing the Transaction, and (z) Tencent may disclose the existence and the terms of this Agreement in the Proposal. For purposes of this Agreement, “Confidential Information” means (a) all written, oral or other information obtained by one Party from the other Party in connection with this Agreement, the Proposal or the Transaction, unless such information (i) is already or becomes known to the receiving Party prior to the disclosure thereof by the disclosing Party, (ii) is provided to the receiving Party by a third party which is not known by such receiving Party to be bound by a duty of confidentiality to the disclosing Party, (iii) is or becomes publicly available other than through a breach of this Agreement by such receiving Party, or (iv) is developed independently by or for the receiving Party without using any Confidential Information, and (b) the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Proposal and any definitive documentation in respect of the Transaction; “Representative” of a person means the Affiliates of such person and the officers, directors, employees, attorneys, accountants, financial advisors, agents and other representatives of such person and its Affiliates and its and their potential debt financing sources.

[Signature page follows]

 

3


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

 

CHARLES ZHANG

            /s/ Charles Zhang

 

TENCENT HOLDINGS LIMITED
By:  

/s/ Martin Lau

  Name: Martin Lau
  Title: Authorized Signatory

[Signature Page to Support Agreement]