UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
SearchMedia Holdings Limited ——————————————————————————————————— |
||||
| (Translation of registrant’s name into English) | ||||
| Cayman Islands ——————————————————————————————————— | ||||
| (Jurisdiction of incorporation or organization) | ||||
|
Floor 13, Central Modern Building 468 Xinhui Road Shanghai, China 200060 |
||||
|
——————————————————————————————————— (Address of principal executive office) |
||||
| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] 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 [x] No | ||||
| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
SearchMedia Holdings Limited issued press releases on February 27, 2012, relating to the appointment of Jeffrey Ren to its Board of Directors and on March 12, 2012, relating to receiving an extension of its plan period to demonstrate compliance with certain NYSE AMEX LLC standards. The press releases are attached here as Exhibits 99.1 and 99.2, respectively. This Form 6-K is being incorporated by reference into the Registrant's Form F-3 Registration Statement File No. 333-176634.
| 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, thereunto duly authorized. |
| SearchMedia Holdings Limited | ||
| Date: March 20, 2012 | By: |
Peter W. H. Tan |
| Name: | Peter W. H. Tan | |
| Title: | Chief Executive Officer | |
| Exhibit No. | Description | |
|
|
|
|
| 99.1 | Press Release Dated February 27, 2012 | |
| 99.2 | Press Release Dated March 12, 2012 | |
Exhibit 99.1
SearchMedia Appoints Jeffrey Ren to Board of Directors
Shanghai, China, February 27, 2012 — SearchMedia Holdings Limited (“SearchMedia” or the “Company”) (NYSE Amex: IDI, IDI.WS), one of China’s leading nationwide multi-platform media companies, today announced that Mr. Jeffrey Yunan Ren has been appointed to the Company’s Board of Directors and as the Chairman of the Audit Committee. Mr. Ren brings more than 12 years of global investment, corporate finance and legal experience to SearchMedia.
Mr. Ren is currently the President of Bicon International (HK) Limited, a pharmaceutical investment holding company based in Hong Kong. Previously from 2008-2010, Mr. Ren served at UBS Investment Bank in Hong Kong as an Executive Director, and from 2006-2008, Mr. Ren served as a Vice President at Lehman Brothers in Hong Kong. Prior to 2006, Mr. Ren served as an attorney with such international law firms as Skadden, Arps, Clifford Chance and Perkins Coie. Mr. Ren holds an LLM from Harvard Law School, and is a graduate of Beijing University Law School (LLB and Graduate Program). Mr. Ren currently serves as an independent director of Prince Frog International Holdings Limited, a public company focusing on the manufacturer and distribution of children care products and household hygiene products in China, which trades on the Hong Kong Exchange and numerous private companies.
Peter Tan, Chief Executive Officer of SearchMedia, stated, “We are pleased that Jeffrey has agreed to join our Board of Directors as we move to the next stage of enhanced integration and growth of SearchMedia. Jeffrey has broad experience in the Asian Markets, including serving as a corporate executive, as an investment banker and as an attorney with major international law firms. I look forward to working closely with Jeffrey, so that we may use his strengths to allow us to continue to build our company in the Chinese media industry.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the largest operators
of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates
a network of high-impact billboards and one of China’s largest networks of in-elevator
advertisement panels in 50 cities throughout China. SearchMedia’s core outdoor billboard and
in-elevator platforms are complemented by its transit advertising platform, which together enable
it to provide multi-platform, “one-stop shop” services for its local, national and international
advertising clients. Learn more at www.searchmediaholdings.com.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts, including
statements about SearchMedia’s beliefs and expectations, may constitute forward-looking statements
as that term is defined by the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expect,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “confident” and similar
statements. Any forward-looking statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties that may cause actual results to differ
materially from expectations. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Potential risks and uncertainties
include, but are not limited to, whether Mr. Ren’s strengths can be used to benefit the Company and
other risks outlined in the Company’s filings with the U.S. Securities and Exchange Commission.
SearchMedia cautions readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. SearchMedia does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement to
reflect any change in the Company’s expectations or any change in events, conditions or
circumstances on which any such statement is based.
For more information, please contact:
Peter Tan, +86 13817142210
ir@searchmediaholdings.com
Exhibit 99.2
SearchMedia Receives Extension Of Plan Period to Demonstrate Compliance with NYSE
Amex LLC Standards
Shanghai, China, March 12, 2012 — SearchMedia Holdings Limited (“SearchMedia” or the “Company”) (NYSE Amex: IDI, IDI.WS), one of China’s leading nationwide multi-platform media companies, today disclosed receipt of a notice from NYSE Amex LLC (“NYSE Amex” or the “Exchange”), dated March 7, 2012, extending the period from January 17, 2012 to May 21, 2012 in which the Company must meet the Exchange’s financial impairment standard and reiterating the deadline to meet the Exchange’s minimum stockholders’ equity requirement standard by January 15, 2013 (collectively, the “Plan Periods”).
On July 15, 2011, the Exchange notified the Company that it was not in compliance with (1) Section 1003(a)(i) of the NYSE Amex Company Guide (the “Company Guide”) because it reported stockholders’ equity of less than $2,000,000 as of December 31, 2010 and losses from continuing operations and net losses in two of its three most recent fiscal years ended December 31, 2010, (2) Section 1003(a)(ii) of the Company Guide because it reported stockholders’ equity of less than $4,000,000 as of December 31, 2010 and losses from continuing operations and net losses in three of its four most recent fiscal years ended December 31, 2010 and (3) Section 1003(a)(iv) of the Company Guide because, in the opinion of the Exchange, the Company’s losses and its existing financial resources, bring into question whether it will be able to continue operations and/or meet its obligations as they mature.
On October 6, 2011, the Exchange notified the Company that its plan to regain compliance had been accepted and that its listing would continue to be subject to the Company demonstrating compliance with the financial impairment standard in Section 1003(a)(iv) by January 17, 2012, and the minimum stockholders’ equity requirements in Sections 1003(a)(i) and 1003(a)(ii) by January 15, 2013. Based on the information provided by the Company to the Exchange, the Exchange in a letter dated March 7, 2012, notified the Company that the Company had made significant progress towards regaining compliance with Sections 1003(a)(iv), 1003(a)(i) and 1003(a)(ii) of the Company Guide and that the Company must demonstrate it had regained compliance with the financial impairment standard included in Section 1003(a)(iv) of the Company Guide by May 21, 2012 and the stockholders’ equity standards included in Sections 1003(a)(i) and 1003(a)(ii) by January 15, 2013.
The Company is also required to provide the Exchange with updates in conjunction with the initiatives of the Company’s compliance plan as appropriate or upon request but no later than at each quarter completion with the Company’s filings with the Securities and Exchange Commission and that any additional shares issued by the Company during the Plan Periods will require approval of the management committee of the NYSE Regulation.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the largest operators
of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates
a network of high-impact billboards and one of China’s largest networks of in-elevator
advertisement panels in 50 cities throughout China. SearchMedia’s core outdoor billboard and
in-elevator platforms are complemented by its transit advertising platform, which together enable
it to provide multi-platform, “one-stop shop” services for its local, national and international
advertising clients. Learn more at www.searchmediaholdings.com.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts, including
statements about SearchMedia’s beliefs and expectations, may constitute forward-looking statements
as that term is defined by the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expect,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “confident” and similar
statements. Any forward-looking statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties that may cause actual results to differ
materially from expectations. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Potential risks and uncertainties
include, but are not limited to, the Company’s ability to execute and meet its plan of compliance;
the risk that if the Company fails to make progress consistent with meeting the Plan of Compliance
accepted by the Exchange, it may be delisted; the risks that there are uncertainties and matters
beyond management’s control; the Company’s ability to meet the continued listing requirements as
set forth in the Company Guide; the Company’s ability to improve its liquidity and financial
condition, and other risks outlined in the Company’s filings with the U.S. Securities and Exchange
Commission. SearchMedia cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. SearchMedia does not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in the Company’s expectations or any change in events, conditions
or circumstances on which any such statement is based.
For more information, please contact:
Paul Conway, 0118613918844646