UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-51604
Actions Semiconductor Co., Ltd.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone
Zhuhai, Guangdong, 519085
The People’s Republic of China
(Address of principal executive offices)
I-Hung (Nigel) Liu, Chief Financial Officer
Telephone: +86-756-339-2353
Facsimile: +86-756-339-2256
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |
American Depositary Shares, each representing Six | NASDAQ—Global Market System | |
Ordinary Shares, par value US$0.000001 per share | ||
Ordinary Shares, par value US$0.000001 per share | NASDAQ—Global Market System* |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 516,000,000 Ordinary Shares.**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filerx Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
S U.S. GAAP | ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board | £ Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17¨ Item 18¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
* | Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. |
** | The total number of Ordinary Shares outstanding as of December 31, 2011 includes 7,821,882, 22,676,244, 34,938,198, 24,212,718 and 16,594,848 Ordinary Shares underlying the American Depositary Shares that the Registrant repurchased during 2007, 2008, 2009, 2010 and 2011, respectively. |
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 20-F/A (the “Amendment No. 1”) to our annual report on Form 20-F for the fiscal year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission on April 20, 2012 (the “Form 20-F”), for the purpose of furnishing the Interactive Data Files (formatted in XBRL (eXtensible Business Reporting Language)) as Exhibit 101, which were not previously furnished. In addition, we hereby clarify that we had not, as of the date of the filing of the Form 20-F on April 20, 2012, submitted electronically and posted on our corporate web site any Interactive Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T, but have done so in connection with the filing of this Amendment No. 1.
No other changes have been made to the Form 20-F. This Amendment No. 1 does not reflect events that have occurred after the April 20, 2012 filing date of the Form 20-F, or modify or update the disclosures presented therein, except to reflect the amendment described above.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F/A on its behalf.
Actions Semiconductor Co., Ltd. | ||
By: | /s/ I-Hung (Nigel) Liu | |
Name: I-Hung (Nigel) Liu | ||
Title: Chief Financial Officer | ||
Date: April 23, 2012 |
EXHIBIT INDEX
Exhibit | Description of Document |
Number | |
101.INS † | XBRL Instance Document |
101.SCH † | XBRL Taxonomy Extension Schema Document |
101.CAL † | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF † | XBRL Taxonomy Extension Definition |
101.LAB † | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE † | XBRL Taxonomy Presentation Linkbase Document |
† XBRL information is furnished to the Securities and Exchange Commission, is not deemed filed or a part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is not deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.