UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: October 2010
Commission File Number: 000-53826
GSME ACQUISITION PARTNERS I
(Translation of registrant’s name into English)
762 West Beijing Road, Shanghai, China 200041
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x 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 ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
GSME ACQUISITION PARTNERS I (“GSME”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING GSME SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION WITH PLASTEC INTERNATIONAL HOLDINGS LIMITED (“PLASTEC”), AS DESCRIBED IN THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K AND THE EXHIBIT ATTACHED HERETO. THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K, INCLUDING THE EXHIBIT HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
COHEN & COMPANY SECURITIES, LLC (“COHEN”), THE REPRESENTATIVE OF THE UNDERWRITERS OF GSME’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN NOVEMBER 2009, HAS BEEN ENGAGED TO ASSIST GSME IN THESE EFFORTS PURSUANT TO WHICH IT WILL BE PAID A SUCCESS FEE OF $500,000, PLUS EXPENSES, UPON CONSUMMATION OF THE BUSINESS COMBINATION WITH PLASTEC. GSME HAS ALSO ENGAGED CAPSTONE INVESTMENTS (“CAPSTONE”) TO ASSIST IT IN IDENTIFYING INVESTORS THAT MAY BE INTERESTED IN PURCHASING GSME’S SECURITIES AND REMAIN SHAREHOLDERS OF GSME FOLLOWING CONSUMMATION OF THE BUSINESS COMBINATION WITH PLASTEC, PURSUANT TO WHICH CAPSTONE WILL RECEIVE A FEE AND BE TRANSFERRED CERTAIN SECURITIES OF GSME BY COHEN. ADDITIONALLY, COHEN AND THE OTHER UNDERWRITERS IN GSME’S IPO DEFERRED AN AGGREGATE OF $1,440,000 OF COMMISSIONS OWED TO THEM IN CONNECTION WITH THE IPO UNTIL THE CLOSING OF GSME’S BUSINESS COMBINATION. IF THE BUSINESS COMBINATION WITH PLASTEC IS NOT CONSUMMATED AND GSME DOES NOT CONSUMMATE ANOTHER BUSINESS COMBINATION BY MAY 25, 2011, SUCH DEFERRED UNDERWRITING COMMISSIONS WILL BE FORFEITED BY THE UNDERWRITERS AND WILL BE INCLUDED AMONG THE FUNDS THAT WILL BE AVAILABLE TO THE GSME SHAREHOLDERS UPON LIQUIDATION OF GSME’S TRUST ACCOUNT. GSME, ITS DIRECTORS AND EXECUTIVE OFFICERS, COHEN AND CAPSTONE MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF GSME SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION.
SHAREHOLDERS OF GSME AND OTHER INTERESTED PERSONS ARE ADVISED TO READ GSME’S DEFINITIVE PROXY STATEMENT ATTACHED AS AN EXHIBIT TO THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IN CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING BECAUSE THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ GSME’S FINAL PROSPECTUS, DATED NOVEMBER 19, 2009, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE GSME OFFICERS AND DIRECTORS AND THEIR, AND COHEN’S, RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE BUSINESS COMBINATION. THE PROXY STATEMENT WILL BE MAILED TO GSME SHAREHOLDERS OF RECORD AS OF OCTOBER 15, 2010. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: GSME ACQUISITION PARTNERS I, 762 WEST BEIJING ROAD, SHANGHAI, CHINA 200041. COPIES OF THE PROXY STATEMENT CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov) AS AN EXHIBIT TO THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K.
Distribution of Proxy Statement
On October 28, 2010, GSME distributed its definitive proxy statement to shareholders of record as of October 15, 2010 for an extraordinary general meeting of shareholders to be held on November 17, 2010. The meeting is being held to consider, among other matters, a proposal to approve the Amended and Restated Agreement and Plan of Reorganization among GSME, GSME Acquisition Partners I Sub Limited, Plastec, and each of Sun Yip Industrial Company Limited (BVI), Tiger Power Industries Limited (BVI), Expert Rank Limited (BVI), Fine Colour Limited (BVI), Cathay Plastic Limited (BVI), Greatest Sino Holdings Limited (BVI), Colourful Asia International Limited (BVI) and Top Universe Management Limited (BVI), pursuant to which Plastec will become a wholly-owned subsidiary of GSME. A copy of the proxy statement is annexed as Exhibit 99.1 hereto.
Exhibits
| Exhibit | | Description |
| | | |
| 99.1 | | Definitive proxy statement. |
SIGNATURE
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 hereunto duly authorized.
Dated: October 28, 2010
| | GSME ACQUISITION PARTNERS I |
| | | |
| | By: | /s/ Jing Dong Gao |
| | | Name: Jing Dong Gao |
| | | Title: Chairman |
| | | |
| | By: | /s/ Eli D. Scher |
| | | Name: Eli D. Scher |
| | | Title: Chief Executive Officer |
