VIMC (MM)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 

Vimicro International Corporation

(Name of Issuer)

 

Ordinary Shares, par value US$0.0001 per share **

(Title of Class of Securities)

 

G9366M103

(CUSIP Number)

 

Zhonghan (John) Deng	Shengda Zan
Zhaowei (Kevin) Jin	Room 906, Bank of Shanghai Tower
Xiaodong (Dave) Yang	168 Middle Yincheng Road, Shanghai
15/F Shining Tower	People’s Republic of China
No. 35 Xueyuan Road
Haidian District, Beijing 100083
People’s Republic of China

 

With copies to:

 

Steven Liu, Esq.

Jerome J. Ku, Esq.

Gunderson Dettmer Stough Villeneuve Franklin &

Hachigian, LLP

Suite 2101, Building C, Yintai Center,

#2 Jianguomenwai Ave., Chaoyang District

Beijing 100022, PRC

Facsimile: + (8610) 5680 3889

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 18, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**	Not for trading, but only in connection with the listing on NASDAQ Global Market of American depositary shares, each representing four ordinary shares.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Zhonghan (John) Deng (“Mr. Deng”)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   1 ordinary share(1)
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   1 ordinary share(1)
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1 ordinary share(1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	100%
14.	TYPE OF REPORTING PERSON
	IN

 

(1) This amount includes 1 ordinary share held by Vimicro China (Parent) Limited (the “Parent”). Mr. Deng is a member of the board of directors of the Parent. Mr. Deng together with his holding company Vimicro Beijing Corporation hold more than 50% of shares in the Parent.

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Vimicro Beijing Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   1 ordinary share(1)
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   1 ordinary share (1)
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1 ordinary share (1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	100%
14.	TYPE OF REPORTING PERSON (see instructions)
	CO

 

(1) This amount includes 1 ordinary share held by Parent. Mr. Deng is a member of the board of directors of the Parent. Mr. Deng together with his holding company Vimicro Beijing Corporation hold more than 50% of shares in the Parent.

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Zhaowei (Kevin) Jin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14.	TYPE OF REPORTING PERSON (see instructions)
	IN

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Vimicro Shenzhen Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions)
	(a)     ¨
	(b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0 ordinary shares
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
14.	TYPE OF REPORTING PERSON (see instructions)
	CO

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Shengda Zan (“Mr. Zan”)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF, WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14.	TYPE OF REPORTING PERSON (see instructions)
	IN

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Xiaodong (Dave) Yang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14.	TYPE OF REPORTING PERSON (see instructions)
	IN

 

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Vimicro Tianjin Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14.	TYPE OF REPORTING PERSON (see instructions)
	CO

  

 

CUSIP No. G9366M103

1.	NAMES OF REPORTING PERSONS
	Vimicro China (Parent) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    ¨
	(b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   1 ordinary share
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   1 ordinary share
	10.	SHARED DISPOSITIVE POWER   0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1 ordinary share
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	100%
14.	TYPE OF REPORTING PERSON (see instructions)
	CO

 

 

Preamble

 

This Amendment No. 4 (this “Amendment No. 4”) amends the Schedule 13D filed by the Reporting Persons (other than Parent) relating to the beneficial ownership of ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) and American depositary shares (the “ADSs”), each representing four Ordinary Shares of the Issuer listed on the NASDAQ Global Market under the symbol “VIMC” (the “Issuer” or the “Company”) on August 17, 2015, as amended and supplemented by the Amendment No. 1 to the Schedule 13D filed on September 14, 2015, the Amendment No. 2 to the Schedule 13D filed on September 25, 2015 and the Amendment No. 3 to the Schedule 13D filed on November 13, 2015 (the “Schedule 13D”). Except as specifically amended by this Amendment No. 4, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment No. 4 have the same respective meanings provided to them in the Schedule 13D.

  

ITEM 4.

PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D hereby amended and supplemented as follows:

 

On December 15, 2015, at 10:00 am (Hong Kong time), an extraordinary general meeting of the shareholders of the Company was held at 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Annex A to the merger agreement (the “plan of merger”) and the transactions contemplated by the merger agreement, including the merger.

 

On December 18, 2015, the Company filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of December 18, 2015, pursuant to which the merger became effective on December 18, 2015. As a result of the merger, the Company became wholly owned by Parent.

 

At the effective time of the merger, each outstanding Share (including Shares represented by ADSs), other than (a) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, (b) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise of any options to purchase Shares outstanding under the Company’s 2004 Share Option Plan or 2005 Share Incentive Plan (including any amendment and modification thereto, collectively, the “Company Share Plans”), (c) Shares (including the Shares represented by ADSs) beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by any of Mr. Zhonghan (John) Deng, Vimicro Beijing Corporation, Mr. Zhaowei (Kevin) Jin, Vimicro Shenzhen Corporation, Mr. Xiaodong (Dave) Yang, Vimicro Tianjin Corporation and Alpha Spring Limited, but excluding (i) 2,356,434 Shares and 108,325 ADSs beneficially owned by Mr. Xiaodong (Dave) Yang, (ii) 4,453,192 Shares and 15,000 ADSs beneficially owned by Mr. Zhonghan (John) Deng, and (iii) 1,391,851 Shares and 100,000 ADSs beneficially owned by Mr. Zhaowei (Kevin) Jin and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters’ rights under the Cayman Companies Law (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), were cancelled in exchange for the right to receive $3.375 in cash without interest, and for the avoidance of doubt, because each ADS represents four Shares, each issued and outstanding ADS (other than any ADS representing Excluded Shares) represents the right to surrender the ADS in exchange for $13.50 in cash per ADS without interest (less $0.05 per ADS cancellation fees pursuant to the terms of the deposit agreement, dated as of October 24, 2005, by and among the Company, J.P. Morgan Chase Bank, N.A., and the holders and beneficial owners of ADSs issued thereunder, in each case, net of any applicable withholding taxes. The Excluded Shares other than Dissenting Shares, of which there were none, were cancelled for no consideration.

 

 

At the effective time of the merger, each outstanding option award (each a “Company Option”) issued by the Company pursuant to the Company Share Plans that has not vested was assumed by Parent and became an option to purchase a number of ordinary shares of Parent equal to the number of Shares subject to such Company Option. In addition, at the effective time of the merger, each outstanding Company Option issued by the Company pursuant to the Company Share Plans that has vested, except for any vested Company Options held by the Rollover Shareholders, which were cancelled pursuant to the merger agreement, was converted into the right to receive an amount in cash, equal to the excess of (i) $3.375 over (ii) the exercise price of each Company Option, multiplied by the number of Shares underlying such Company Option.

 

Upon the consummation of the merger, the Company became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the merger, the ADSs ceased to trade on the NASDAQ Global Select Market (“NASDAQ”) following the close of trading on December 18, 2015 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Act, as amended.

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a) – (b) As of the date of this Amendment No. 4, Parent beneficially owns 1 ordinary share, representing 100% of the outstanding shares of the Issuer. Mr. Deng and his holding company Vimicro Beijing Corporation collectively own more than 50% of the outstanding shares of the Parent. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Deng and Vimicro Beijing Corporation may be deemed to beneficially own all of the shares directly held by Parent in the Company.

 

(c) Except as set forth in Item 3 above and incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Schedule 13D.

 

(d) Not applicable.

 

(e) Not applicable.

  

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 28, 2015

 

	ZHONGHAN (John) DENG
	By:	/s/ Zhonghan (John) Deng
	Vimicro Beijing Corporation
	By:	/s/  Zhonghan (John) Deng
	Name:	Zhonghan (John) Deng
	Title:	Director
	ZHAOWEI (Kevin) JIN
	By:	/s/ Zhaowei (Kevin) Jin
	Vimicro Shenzhen Corporation
	By:	/s/ Zhaowei (Kevin) Jin
	Name:	Zhaowei (Kevin) Jin
	Title:	Director
	XIAODONG (DAVE) YANG
	By:	/s/  Xiaodong (Dave) Yang
	Vimicro Tianjin Corporation
	By:	/s/ Xiaodong (Dave) Yang
	Name:	Xiaodong (Dave) Yang
	Title:	Director
	SHENGDA ZAN
	By:	/s/  Shengda Zan
	Vimicro China (Parent) Limited
	By:	/s/ Zhaowei (Kevin) Jin
	Name:	Zhaowei (Kevin) Jin
	Title:	Director