UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
(Mark one)
| ¨ | 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, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
For the transition period from __________ to ____________
Commission file number: 1-35016.
SGOCO Group, Ltd.
(Exact name of the Registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Suite 1503, Sino Plaza
255-257 Gloucester Road
Causeway Bay, Hong Kong
(Address of principal executive offices)
Johnson Lau, Chief Financial Officer
Tel: +852 2501-0128; Fax: +852 2838-5200
Suite 1503, Sino Plaza
255-257 Gloucester Road
Causeway Bay, Hong Kong
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
With a copy to:
Greenberg Traurig LLP
Terminus 200 - 3333 Piedmont Road NE
Ste 2500
Atlanta, GA 30305
Telephone: 1(678) 553-2100
Facsimile: 1(678) 553-2212
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each Class | Name of each exchange on which registered | |
| Ordinary shares, par value $0.001 per share | The NASDAQ Stock Market, LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Warrants, each to purchase one ordinary share
Title of Class
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
The registrant had 17,414,861 ordinary shares issued and outstanding as of December 31, 2014.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ 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.
¨ 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 ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ 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 | ¨ Accelerated filer | x Non-accelerated filer |
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 | ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board | ¨ 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 ¨ Item 18
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).
¨ Yes x No
This Amendment to 20-F is filed for the sole purpose of indicating that the registrant had submitted electronically and posted on its corporate website every Interactive Data Filed required by Rule 405 of Regulation S-T during the preceding 12 months.
ITEM 19. EXHIBITS
Exhibit Number | Description of Exhibit | |
| 12.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 12.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 13.1* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
* Filed herewith
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| SGOCO Group, Ltd. | ||
| Date: June 30, 2015 | By: | /s/ Shi-bin Xie |
| Name: | Shi-bin Xie | |
| Title: | President and Chief Executive Officer | |
