UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
Vimicro International Corporation
(Name of Issuer)
Ordinary Shares, par value US$0.0001 per share**
(Title of Class of Securities)
G9366M103
(CUSIP Number)
| Zhonghan (John) Deng | Shengda Zan |
| Zhaowei (Kevin) Jin | Room 906, Bank of Shanghai Tower |
| Xiaodong (Dave) Yang | 168 Middle Yincheng Road, Shanghai |
| 15/F Shining Tower | People’s Republic of China |
| No. 35 Xueyuan Road | |
| Haidian District, Beijing 100083 | |
| People’s Republic of China |
With copies to:
Steven Liu, Esq.
Jerome J. Ku, Esq.
Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
Suite 2101, Building C, Yintai Center,
#2 Jianguomenwai Ave., Chaoyang District
Beijing 100022, PRC
Facsimile: + (8610) 5680 3889
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 11, 2015
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 a prior cover page. |
| ** | Not for trading, but only in connection with the listing on NASDAQ Global Market of American depositary shares, each representing four ordinary shares. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Zhonghan (John) Deng | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 10,969,540 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 10,969,540 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,969,540 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 8.4% | |
| 14. | TYPE OF REPORTING PERSON |
| IN |
(1) This amount includes (a) 4,453,192 ordinary shares, (b) 15,000 American Depositary Shares (ADSs), representing 60,000 ordinary shares and (c) options to purchase 6,456,348 ordinary shares within 60 days of September 14, 2015.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Vimicro Beijing Corporation | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 4,513,192 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 4,513,192 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,513,192 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 3.6% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| CO |
(1) This amount includes (a) 4,453,192 ordinary shares and (b) 15,000 ADSs, representing 60,000 ordinary shares.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Zhaowei (Kevin) Jin | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 4,285,471 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 4,285,471 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,285,471 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 3.5% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
(1) This amount includes (a) 1,391,851 ordinary shares, (b) 100,000 American Depositary Shares (ADSs), representing 400,000 ordinary shares and (c) options to purchase 2,493,620 ordinary shares within 60 days of September 14, 2015.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Vimicro Shenzhen Corporation | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (see instructions) | |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 1,791,851 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 1,791,851 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,791,851 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 1.4% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| CO |
(1) This amount includes (a) 1,391,851 ordinary shares and (b) 100,000 ADSs, representing 400,000 ordinary shares.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Shengda Zan (“Mr. Zan”) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF, WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 35,530,000 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 35,530,000 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 35,530,000 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 28.6% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
(1) This amount includes(i) 31,250,000 Ordinary Shares held by Alpha Spring Limited (“Alpha Spring”); and (ii) 4,280,000 Ordinary Shares in form of 1,070,000 ADSs directly held by Alpha Spring. Alpha Spring is wholly-owned by Nantong Zongyi Investment Co., Ltd. (“Nantong Zongyi”). Mr. Zan is a member of the board of directors and is the legal representative of Nantong Zongyi. Mr. Zan is also a shareholder holding more than 50% in Nantong Zongyi. Pursuant to Section 13(d) of the Act, each of Nantong Zongyi and Mr. Zan may be deemed to have the sole voting and dispositive powers with respect to the Ordinary Shares held by Alpha Spring.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Xiaodong (Dave) Yang | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 10,847,261 ordinary shares(1) |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 10,847,261 ordinary shares(1) | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,847,261 ordinary shares(1) | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 8.6% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
(1) This amount includes (a) 9,053,961 ordinary shares, (b) 108,325 American Depositary Shares (ADSs), representing 433,300 ordinary shares and (c) options to purchase 1,360,000 ordinary shares within 60 days of September 14, 2015.
CUSIP No. G9366M103
| 1. | NAMES OF REPORTING PERSONS |
| Vimicro Tianjin Corporation | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ | |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| PF, OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 9,053,961 ordinary shares |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 9,053,961 ordinary shares | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 9,053,961 ordinary shares | |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ¨ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 7.3% | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| CO |
Preamble
This Amendment No. 1 (the “Amendment”) amends the Schedule 13D relating to the beneficial ownership of ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) and American depositary shares (the “ADSs”), each representing four Ordinary Shares of the Issuer listed on the NASDAQ Global Market under the symbol “VIMC” (the “Issuer”) filed on August 17, 2015 (the “Schedule 13D”) by the Reporting Persons. Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have the same respective meanings provided to them in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D hereby amended and supplemented as follows:
On September 11, 2015, Xiaodong (Dave) Yang (“Dr. Yang”) andVimicro Tianjin Corporation (“Vimicro Tianjin”), together with Dr. Zhonghan (John) Deng, Vimicro Beijing Corporation, Mr. Zhaowei (Kevin) Jin, Vimicro Shenzhen Corporation and Mr. Shengda Zan entered into an amended and restated consortium agreement (the “Restated Consortium Agreement”) pursuant to which the Consortium Agreement was amended and restated in its entirety on substantially the same terms as the Consortium Agreement to provide for, among other things, the inclusion of Dr. Yang and Vimicro Tianjin as new members of the Consortium in connection with the proposal to pursue the Proposed Transaction.
References to the Restated Consortium Agreement are qualified in their entirety by reference to the Restated Consortium Agreement, which is attached hereto as Exhibit 7.02 and incorporated by reference as if set forth in its entirety herein.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) – (b) The following disclosure assumes that there are 124,263,310 Ordinary Shares outstanding as of September 14, 2015, as provided by the Issuer.
Ordinary Shares are not listed for trading. Each Ordinary Shares is entitled to one vote on all matters subject to shareholder vote.
With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety.
By virtue of their actions in respect of the Proposed Transaction as described herein, the Consortium may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. Each Reporting Person expressly disclaims any beneficial ownership of such shares held by each other Reporting Person.
(c) Except as set forth in Item 3 above and incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
To the best knowledge of the Reporting Persons, except for the information on the Restated Consortium Agreement as set forth under Item 4 and 5, which is hereby incorporated by reference, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons nor between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits or loss, or the giving or withholding of proxies.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit 7.01: | Joint Filing Agreement, by and among the Reporting Persons, dated as of September 14, 2015. |
| Exhibit 7.02: | Amended and Restated Consortium Agreement by and among Dr. Zhonghan (John) Deng, Mr. Zhaowei (Kevin) Jin, Vimicro Beijing Corporation, Vimicro Shenzhen Corporation, Dr. Xiaodong (Dave) Yang, Vimicro Tianjin Corporation, and Mr. Shengda Zan, dated as of September 11, 2015. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2015
| ZHONGHAN (John) DENG | ||
| By: | /s/ Zhonghan (John) Deng | |
| Vimicro Beijing Corporation | ||
| By: | /s/ Zhonghan (John) Deng | |
| Name: | Zhonghan (John) Deng | |
| Title: | Director | |
| ZHAOWEI (Kevin) JIN | ||
| By: | /s/ Zhaowei (Kevin) Jin | |
| Vimicro Shenzhen Corporation | ||
| By: | /s/ Zhaowei (Kevin) Jin | |
| Name: | Zhaowei (Kevin) Jin | |
| Title: | Director | |
| XIAODONG (DAVE) YANG | ||
| By: | /s/ Xiaodong (Dave) Yang | |
| Vimicro Tianjin Corporation | ||
| By: | /s/ Xiaodong (Dave) Yang | |
| Name: | Xiaodong (Dave) Yang | |
| Title: | Director | |
| SHENGDA ZAN | ||
| By: | /s/ Shengda Zan | |
