Report of Foreign Issuer (6-k)
April 14 2020 - 4:50PM
Edgar (US Regulatory)
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2020
Commission File Number: 001-34271
CHANGYOU.COM LIMITED
(Exact name of registrant as specified in its charter)
Changyou
Creative Industrial Park
65 Bajiao East Road, Shijingshan District
Beijing 100043
Peoples Republic of China
(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. 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): ☐ No ☒
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): ☐ No ☒
On April 14, 2020, the registrant announced that, as contemplated by the
previously-announced Agreement and Plan of Merger (the Merger Agreement), dated January 24, 2020, by and among the registrant; Sohu.com (Game) Limited (Sohu Game), an indirectly wholly-owned subsidiary of Sohu.com
Limited (Sohu) (NASDAQ: SOHU); and Changyou Merger Co. Limited (Changyou Merger Co.), a direct wholly-owned subsidiary of Sohu Game, the registrant and Changyou Merger Co. have entered into and filed with the Registrar of
Companies of the Cayman Islands a definitive Plan of Merger (the Plan of Merger), pursuant to which Changyou Merger Co. will merge with and into the registrant effective April 17, 2020, with the registrant being the surviving
company and becoming a privately-held, direct and indirect wholly-owned subsidiary of Sohu.
Copies of the press release issued by the
registrant regarding the foregoing and of the Plan of Merger are submitted herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Safe Harbor Statement
This report on
Form 6-K includes statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are forward-looking in nature
and subject to risks and uncertainties that may cause actual results to differ materially. All forward-looking statements included in this report are based upon information available to the registrant as of the date of this report, which may change,
and the registrant undertakes no obligation to update or revise any forward-looking statements, except as may be required under applicable securities law.
Exhibit
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.
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CHANGYOU.COM LIMITED
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By:
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/s/ Yaobin Wang
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Yaobin Wang
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Chief Financial Officer
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Date: April 14, 2020
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