SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) SEPTEMBER 15, 2003
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TENGTU INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NUMBER 000-29957 77-0407366
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
236 Avenue Road
TORONTO, ONTARIO, CANADA M5R 2J4
(Address of Principal Executive Offices) (Zip Code)
416-963-3999
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
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On September 15, 2003, Tengtu International Corp. ("Tengtu") entered
into an agreement (the "Agreement") that will allow it to acquire the remaining
43% of the Chinese joint venture company, Beijing Tengtu United Electronics
Development Co., Ltd. ("Tengtu United"), that it does not own, along with a 100%
interest in the net profits generated by its business in China (the
"Acquisition"). The agreement is subject to the approval of Tengtu's
shareholders as well as, among other things, the delivery of the following
agreements at closing:
- an Equity Interest Transfer Agreement providing for the conveyance
of the 43% interest in Tengtu United to Tengtu;
- an Assignment of Intangible Assets Agreement which is to convey the
intellectual property used in Tengtu United's business to it from its agents;
- a Framework Agreement and Service Agreements which provide for the
entities which are conducting Tengtu United's business in China (the "Operating
Entities") to continue to do so while remitting 100% of the net profits to
Tengtu United; and
- Proxies over all of the voting stock of the Operating Entities.
As consideration for the foregoing, Tengtu is to issue 30,000,000 shares of its
$.01 par value per share common stock to Fan Qi Zhang. Mr. Zhang is a member of
Tengtu's Board of Directors and the beneficial owner of Tengtu's joint venture
partner and the Operating Entities.
The foregoing statements are qualified in their entirety by the
contents of the Agreement which is annexed hereto as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION.
10.1 September 15, 2003 Agreement among Tengtu International Corp.,
Beijing Tengtu Culture & Education Development Co., Ltd., Beijing
Jiade Tengtu Technology Group Co., Ltd., Beijing Oriental Tai He
Technology Development Co., Ltd. and Fan Qi Zhang.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Tengtu International Corp.
DATED: September 18, 2003 By: /S/JOHN WATT, PRESIDENT
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John Watt
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