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

May 12, 2015

GIGAMEDIA LIMITED
———————————————————————————————————
(Translation of registrant’s name into English)
 
8F, NO. 22, LANE 407,SEC. 2, TIDING BLVD.,TAIPEI 114, TAIWAN
———————————————————————————————————
(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 
 


SIGNATURES
 
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.
 
    GIGAMEDIA LIMITED
     
Date: 2015/5/12 By: Collin Hwang

  Name:  Collin Hwang
  Title: Chief Executive Officer
     

EXHIBIT INDEX

Exhibit No.   Description

 
99.01   Letter of Intent in Relation to a Possible Acquisition
     



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 May, 2015
Commission File Number: 000-30540

GIGAMEDIA LIMITED
8F, No. 22, Lane 407, Section 2, Tiding Boulevard
Neihu District
Taipei, Taiwan (R.O.C.)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F [ x ] Form 40-F [ ]

(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- .)

GIGAMEDIA LIMITED is submitting under cover of Form 6-K:

  1.   Letter of Intent in Relation to a Potential Acquisition

(attached hereto as Exhibit 99.1)

1

Signatures

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.

GigaMedia Limited

(Registrant)

     
Date: May 12, 2015   By: /s/ Collin Hwang
    (Signature)
   
Name: Collin Hwang

    Title: Chief Executive Officer

2

     
Exhibit 99.1
FOR IMMEDIATE RELEASE
 

For further information contact:
   
Amanda Chang
Investor Relations Department
Country/City Code 8862 Tel: 2656-8080
amanda.chang@gigamedia.com.tw

Letter of Intent in Relation to a Potential Acquisition

TAIPEI, Taiwan, May 12, 2015 – GigaMedia Limited (NASDAQ: GIGM) (the “Company”) today announced that, on May 8, 2015, the Company has entered into a non-binding letter of intent (the “Letter of Intent”) with an independent third party in relation to the Company’s potential acquisition of a controlling interest in a global cosmetics e-commerce company (the “Target”) (the “ Potential Acquisition”).

Information on the Target
The Target is an established online distribution and retail platform of beauty products, with its own website and mobile application. It has a comprehensive sales and distribution network covering the major countries worldwide, with increasing contributions from the fast growing economies in Asia. The Target has also established a global sourcing network of a comprehensive range of beauty products with more than 700 brands and 30,000 stock keeping units. The Target has an annual net turnover of over US$ 200 million.

Major Reasons for the Potential Acquisition
Diversification of the Company’s existing business and exposure to the fast growing cosmetics e-commerce market. As the Target is an established and proven e-commerce platform with existing customer base, the Company is of the view that the Potential Acquisition would help diversify the Company’s overall business risks and broaden the Company’s business portfolio in the Internet and technology sector, and allow the Company to tap into the fast growing beauty and cosmetics e-commerce market.

Potential synergies with the Target. The Company sees potential significant synergies with the Target from leveraging the Company’s expertise in information technology, online and offline marketing, as well as its local connections in various Asian countries.

The Letter of Intent does not constitute any legally binding obligations on the parties in relation to the Potential Acquisition. The Potential Acquisition is subject to satisfactory due diligence by the Company, negotiation of the definitive binding agreements, obtaining of all the necessary corporate and regulatory approvals and waivers.

3

About GigaMedia

Headquartered in Taipei, Taiwan, GigaMedia Limited (Singapore registration number: 199905474H) is a diversified provider of online games and cloud computing services. GigaMedia’s online games business is an innovative leader in Asia with growing game development, distribution and operation capabilities, as well as platform services for games; focus is on mobile games and social casino games. The company’s cloud computing business is focused on providing enterprises in Greater China with critical communications services and IT solutions that increase flexibility, efficiency and competitiveness. More information on GigaMedia can be obtained from www.gigamedia.com.

The statements included above and elsewhere in this press release that are not historical in nature are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. GigaMedia cautions readers that forward-looking statements are based on the company’s current expectations and involve a number of risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. Information as to certain factors that could cause actual results to vary can be found in GigaMedia’s Annual Report on Form 20-F filed with the United States Securities and Exchange Commission in April 2014.

4

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