SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of October 2014
Commission File Number 001-33692
China Digital
TV Holding Co., Ltd.
(Translation of registrant’s name into English)
Jingmeng High-Tech Building B, 4th
Floor
No. 5 Shangdi East Road
Haidian District, Beijing 100085
People’s Republic of China
(Address of principal executive offices)
(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 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 by furnishing
the information contained in this Form, the registrant 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-___________.)
EXHIBITS
Exhibit Number |
Page |
99.1 |
Press release, dated October 27, 2014 |
4 |
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.
CHINA DIGITAL TV HOLDING CO., LTD. |
|
|
|
|
Date: October 27, 2014 |
By: /s/ Zengxiang LU |
|
Name: Zengxiang LU |
|
Title: Chairman and Chief Executive Officer |
Exhibit 99.1
China Digital TV Provides Further Update
on Asset Restructuring
Beijing, October 27, 2014 - China Digital TV Holding Co., Ltd.
(NYSE: STV) (“China Digital TV” or the “Company”), the leading provider of conditional access ("CA")
systems and comprehensive services to China's digital television market, today provided more details on its asset restructuring
(the "Restructuring"), as referred to in the press releases dated June 13, 2014 and October 9, 2014, respectively. The
Company announced that its wholly-owned subsidiary Golden Benefit Technology Limited (“Golden Benefit”) has reached
a supplementary share transfer agreement (the “Supplementary Share Transfer Agreement”) to amend and supplement the
share transfer agreement entered into on October 9, 2014, and a supplementary profit compensation agreement (the “Supplementary
Profit Compensation Agreement”) to amend and supplement the profit compensation agreement entered into on October 9, 2014,
in each case with Shanghai Tongda Venture Capital Co., Ltd. (“Tongda Venture”) (Stock Code: 600647), a company listed
on the Shanghai Stock Exchange.
Under the terms of the Supplementary Share Transfer Agreement,
the consideration for the acquisition by Tongda Venture of the 100% equity interest in Beijing Super TV Co., Ltd. (“Super
TV”), a wholly-owned subsidiary of Golden Benefit, will be RMB3.2 billion, based on a valuation determined by an independent
third-party valuation agency. In addition, upon the completion of the Restructuring, Tongda Venture’s board of directors
will be composed of nine directors, including three independent directors. Golden Benefit will be entitled to recommend for appointment
of two members to Tongda Ventur’s board of directors, who will also be members of the Venture and Strategy Committee of Tongda
Venture's board of directors. Cinda Investment Co., Ltd. ("Cinda Investment") has agreed to the appointment of one or
two professional managers (either recommended by Golden Benefit or identified in a process in line with market practices) to the
senior management of Tongda Venture and to oversee business related to Super TV.
Under the terms of the Supplementary Profit Compensation Agreement,
in the event that the net profit (before or after adjustment for non-recurring gains and losses, whichever is less) of Super TV
in each of the fiscal years 2014, 2015 and 2016 (collectively, the “Covered Period”) is less than the profit target
(being RMB190.10 million, RMB283.67 million and RMB340.66 million for the fiscal years of 2014, 2015 and 2016, respectively) or
there is any impairment loss at the end of the Covered Period, Golden Benefit will be obligated to compensate Tongda Venture for
the deficiency or the impairment loss by transferring its shares in Tongda Venture back to Tongda Venture and/or cash, based on
a pre-determined formula with such compensations in aggregate being subject to a cap equal to the amount of the Consideration.
Following the consummation of the Restructuring, the Company
will hold approximately 17.24% of the share capital of Tongda Venture, which will represent a majority of its assets (excluding
cash and cash equivalents) and as a result, the Company may be deemed an investment company under the U.S. Investment Company Act
of 1940 (the "Investment Company Act"), and will thus be subject to related requirements and restrictions under the Investment
Company Act, including restrictions on the issuance of securities. However, the Company intends to, and the board of directors
of the Company has authorized the Company to take actions so that the Company will, be engaged primarily, as soon as reasonably
possible and in any event before the first anniversary of the consummation of the Restructuring (the "Rule 3a-2 period"),
in a business other than that of investing, reinvesting, owning, holding or trading in securities. As a result, as authorized by
the board of directors of the Company, the Company intends to rely upon Rule 3a-2 under the Investment Company Act to avoid being
deemed an investment company during the Rule 3a-2 period.
There will be difficulties and uncertainties in completing the
Restructuring, which is subject to applicable approvals by the shareholders of the relevant parties involved as well as regulatory
clearance (including that by the China Securities Regulatory Commission, the PRC Ministry of Finance and the PRC Ministry of Commerce),
and the completion of a private placement by Tongda Venture to raise funds to pay the consideration. The Restructuring is expected
to be subject to close scrutiny by the regulators amid increasingly stringent standards for similar transactions. There is no assurance
that these approvals or regulatory clearance will be obtained within an expected timeframe, or at all. The Restructuring will terminate
if it has not been completed by December 31, 2015.
Safe Harbor Statements
This announcement contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are made under the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements can be identified by terminology
such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “may,” “should” and similar expressions. Such forward-looking
statements include, without limitation, statements regarding the comments by management in this announcement about trends in the
CA systems, digital television, cable television and related industries in the PRC and China Digital TV’s strategic and operational
plans and future market positions. China Digital TV may also make forward-looking statements in its periodic reports filed with
the Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and
in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including
statements about China Digital TV’s beliefs and expectations, are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from projections
contained or implied in any forward-looking statement, including but not limited to the following: competition in the CA systems,
digital television, cable television and related industries in the PRC and the impact of such competition on prices, our ability
to implement our business strategies, changes in technology, the progress of the television digitalization in the PRC, the structure
of the cable television industry or television viewer preferences, changes in PRC laws, regulations or policies with respect to
the CA systems, digital television, cable television and related industries, including the extent of non-PRC companies’ participation
in such industries, and changes in political, economic, legal and social conditions in the PRC, including the government’s
policies with respect to economic growth, foreign exchange and foreign investment.
Further information regarding these and other risks and uncertainties
is included in our annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. China Digital
TV does not assume any obligation to update any forward-looking statements, which apply only as of the date of this press release.
About China Digital TV
Founded in 2004, China Digital TV is the leading provider of
CA systems and comprehensive services to China's expanding digital television market. CA systems enable television network operators
to manage the delivery of customized content and services to their subscribers. China Digital TV conducts substantially all of
its business through its PRC subsidiary, Beijing Super TV Co., Ltd., and its affiliate, Beijing Novel-Super Digital TV Technology
Co., Ltd., as well as subsidiaries of its affiliate.
For more information please visit the Investor Relations section
of China Digital TV's website at http://ir.chinadtv.cn.
About Tongda Venture
Shanghai Tongda Venture Capital Co., Ltd. (Ticker: 600647) was
founded in 1992 and is listed on the Shanghai Stock Exchange. Cinda Investment Co. Ltd. is currently Tongda Venture’s largest
shareholder. Shanghai Tongda’s business covers high- and new-technology investment, industrial investment and asset management,
agricultural development, operation and domestic trade, and food production and sales.
Investor Contact:
In China:
Nan Hao
Investor Relations Manager
Tel: +86-10-6297-1199 x 9780
Email: ir@chinadtv.cn
Brunswick Group
Tel: +86-10-5960-8610
Email: chinadigital@brunswickgroup.com
In the U.S.:
Brunswick Group
Tel: +1-212-333-3810
Email: chinadigital@brunswickgroup.com