UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 20-F/A
Amendment No. 1 to Annual Report
o 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, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-51604
Actions Semiconductor Co., Ltd.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
15-1, No. 1, HIT Road
Tangjia. Zhuhai, Guangdong, 519085
The People’s Republic of China
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | | Name of quotation system on which registered |
American Depositary Shares, each representing Six Ordinary Shares, par value US$0.000001 per share | | Nasdaq—Global Market System |
| | | |
| Ordinary Shares, par value US$0.000001 per share | | Nasdaq—Global Market System* |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Ordinary Shares 516,000,000**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o 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. o Yes x No
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 o 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.:
Large accelerated filer o Accelerated filer x Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
x U.S. GAAP | o International Financial Reporting Standards as issued by the International Accounting Standards Board | o 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 o Item 18 o
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). oYes x No
| * | Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. |
| ** | The total number of Ordinary Shares outstanding as of December 31, 2009 includes 7,821,882, 22,676,244 and 34,938,198 Ordinary Shares underlying the American Depositary Shares that the Registrant repurchased during 2007, 2008 and 2009, respectively. |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) to the annual report on Form 20-F (the “Annual Report”) of Actions Semiconductor Co., Ltd. (the “Company”) for the fiscal year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2010 is to amend “Item 18—Financial Statements” and “Item 19—Exhibits” of the Annual Report to provide separate audited financial statements and notes related thereto for Mavrix Technology Inc. as of and for the years ended December 31, 2008 and 2009 as required by Rule 3-09 of Regulation S-X, along with the audit report thereon of PricewaterhouseCoopers, independent auditors.
Except as specifically provided above, this Amendment No. 1 does not amend, update or restate any other items or sections of the Annual Report and does not reflect events occurring after the filing of the Annual Report on April 30, 2010. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the Annual Report are true and complete as of any date subsequent to April 30, 2010.
Item 18. Financial Statements
The following financial statements and supplemental schedules of the Company were included as pages F-1 to F-40 of the Annual Report filed on April 30, 2010:
| • | | Report of Independent Registered Public Accounting Firm; |
| | | |
| • | | Consolidated Balance Sheets as of December 31, 2008 and 2009; |
| | | |
| • | | Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009; |
| | | |
| • | | Consolidated Statements of Equity and Comprehensive Income for the years ended December 31, 2007, 2008 and 2009; |
| | | |
| • | | Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009; |
| | | |
| • | | Notes to the Consolidated Financial Statements; and |
| | | |
| • | | Schedule 1 – Actions Semiconductor Co., Ltd. – condensed financial information as of December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009. |
Separate audited financial statements and notes thereto for Mavrix Technology Inc. as of and for the years ended December 31, 2008 and 2009, together with the report of independent auditors, are filed as Exhibit 15.1 hereto and incorporated herein by reference.
Item 19. Exhibits
(a) See Item 18 for a list of the financial statements filed as part of this annual report.
(b) Exhibits to this annual report:
| 1.1 | Memorandum of Association of the Registrant, as amended (incorporated by reference to Exhibit 4.1 of Form S-8 (File No. 333-152490) filed with the Securities and Exchange Commission on July 24, 2008) |
| | |
| 1.2 | Articles of Association of the Registrant, as amended (incorporated by reference to Exhibit 4.2 of Form S-8 (File No. 333-152490) filed with the Securities and Exchange Commission on July 24, 2008) |
| 2.1 | Registrant’s Specimen Share Certificate (incorporated by reference to Exhibit 4.1 of Form F-1 (File No. 333-129208) filed with the Securities and Exchange Commission on October 24, 2005) |
| | |
| 2.2 | Form of Deposit Agreement among the Registrant, JP Morgan Chase Bank, as depositary, and holders from time to time of the American Depositary Shares issued thereunder (incorporated by reference to Exhibit (a) of Form F-6 (File No. 333-129375) filed with the Securities and Exchange Commission in 2005) |
| | |
| 2.3 | Form of American Depositary Receipt (incorporated by reference to Exhibit (a)(2) of Form F-6 (File No. 333-152447) filed with the Securities and Exchange Commission on July 22, 2008) |
| | |
| 4.1 | Amended and Restated 2007 Equity Performance and Incentive Plan * |
| | |
| 4.2 | English Summary of Auction Confirmation Letter Relating to Land Use Rights for Land Located in Zhangjiang, Shanghai, dated as of March 19, 2010, between Actions Technology (Shanghai) Co., Ltd. and Shanghai Real Property Transaction Center * |
| | |
| 8.1 | List of Subsidiaries * |
| 12.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) under the Exchange Act |
| | |
| 12.2 | Certification of Chief Financial Officer required by Rule 13a-14(a) under the Exchange Act |
| | |
| 13.1 | Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code |
| | |
| 15.1 | Audited financial statements and notes of Mavrix Technology Inc. as of and for the years ended December 31, 2008 and 2009, together with the report of independent auditors |
| | |
| 15.2 | Consent of PricewaterhouseCoopers, independent auditors for Mavrix Technology Inc. |
| | |
| 99.1 | Consent of Independent Registered Public Accounting Firm * |
* Previously filed as an exhibit to the Annual Report
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 Amendment No. 1 to the annual report on its behalf.
| Actions Semiconductor Co., Ltd. |
| |
| By: | /s/ Pei-Fen (Patricia) Chou |
| Name: | Pei-Fen (Patricia) Chou |
| Title: | Chief Financial Officer |
Date: June 28, 2010
