KUTV KU6 Media Co., Ltd. ADS, Each Representing 100 Ordinary Shares (MM)

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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

 

For the month of: February 2016

 

Commission File Number: 000-51116

 

Ku6 Media Co., Ltd. 

(Exact name of registrant as specified in its charter)

 

Building 6, Zhengtongchuangyi Centre
No. 18, XibaheXili, Chaoyang District,
Beijing 100028, People’s Republic of China 

Fax number: +86 10 5758-6834

(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 o

 

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): o

 

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): o

 

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 o  No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N.A.

 

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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.

 

		Ku6 Media Co., Ltd.
		By:	/s/ Jason Ma
		Name:		Jason Ma
		Title:		Acting Chief Financial Officer
Date:	February 2, 2016

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release

 

 

 

Exhibit 99.1

 

 

Ku6 Media Announces Formation of Independent Special Committee to Consider “Going Private” Proposal

 

BEIJING, China, February 2, 2016 — Ku6 Media Co., Ltd. (“Ku6 Media” or the “Company,” NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that in response to the preliminary non-binding proposal letter dated February 1, 2016 (the “Proposal”) received by the Company’s Board of Directors (the “Board”) from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company (the “Proposing Buyer”), to acquire the Company in a “going private” transaction, the Board has formed a special committee (the “Special Committee”) of independent directors who are not affiliated to any member of the Proposing Buyer consisting of Mr. Qingmin Dai, Mr. Yong Gui and Ms. Jun Deng to evaluate the Proposal. The Special Committee intends to retain its own independent financial advisor and legal counsel to assist it in its evaluation.

 

The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be made by the Proposing Buyer or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

 

About Ku6 Media Co., Ltd.

 

Ku6 Media Co., Ltd. (NASDAQ: KUTV) is a leading internet video company in China focused on User Generated Content (“UGC”). Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing services, video reports, information and entertainment in China. For more information about Ku6 Media, please visit http://ir.ku6.com.

 

Forward-looking Statements

 

This news release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “believes,” “could,” “expects,” “may,” “might,” “should,” “will,” or “would,” and by similar statements. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of its control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Some of the risks and important factors that could affect the Company’s future results and financial condition include: continued competitive pressures in China’s internet video portal market; changes in technology and consumer demand in this market; the risk that Ku6 Media may not be able to control its expenses in the future; regulatory changes in China with respect to the operations of internet video portal websites; the ability of the Company to consistently derive revenues from its renewed agreement with Huzhong; the success of Ku6 Media’s ability to sell advertising and other services on its websites; and other risks outlined in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 20-F. Ku6 Media does not undertake any obligation to update this forward-looking information, except as required under law.

 

Contact:

 

For further information, please contact:

 

At the Company:

Ms. Wendy Xuan

 

Investor Relations Manager

Telephone: +86 10 5758 6819

ir@ku6.com

 

INVESTOR RELATIONS:

The Equity Group Inc.

 

In China

Katherine Yao,

Senior Associate

+86-10-6587-6435

kyao@equityny.com

 

In U.S.

Adam Prior,

Senior Vice President

(212) 836-9606

aprior@equityny.com