Filed by Bowne Pure Compliance

0001362310-07-002852.txt : 20071109 0001362310-07-002852.hdr.sgml : 20071109 20071109094217 ACCESSION NUMBER: 0001362310-07-002852 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 GROUP MEMBERS: YOO IL YOUNG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAVITY Co., Ltd. CENTRAL INDEX KEY: 0001313310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80768 FILM NUMBER: 071228578 BUSINESS ADDRESS: STREET 1: 14/F MERITZ TOWER, 825-2 YEOKSAM-DONG STREET 2: GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-934 BUSINESS PHONE: 82-2-2019-6000 MAIL ADDRESS: STREET 1: 14/F MERITZ TOWER, 825-2 YEOKSAM-DONG STREET 2: GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-934 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EZER Inc. CENTRAL INDEX KEY: 0001417186 IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4-20-19 MINAMI-AOYAMA STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 107-0062 BUSINESS PHONE: 813-3478-8836 MAIL ADDRESS: STREET 1: 4-20-19 MINAMI-AOYAMA STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 107-0062 FORMER COMPANY: FORMER CONFORMED NAME: Ezer Inc. DATE OF NAME CHANGE: 20071101 SC 13D/A 1 c71451sc13dza.htm SCHEDULE 13D/A Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

GRAVITY CO., LTD.

(Name of Issuer)

COMMON STOCK, PAR VALUE WON 500 PER SHARE

(Title of Class of Securities)

38911N107

(CUSIP Number)

Yoo Il Young
EZER Inc.
4-20-19 Minami-Aoyama,
Minato-ku, Tokyo
Japan
+81-3-3478-8836

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

October 19, 2007

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.

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.		38911N107


1	NAMES OF REPORTING PERSONS EZER INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	JAPAN

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,640,619

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,640,619

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		38911N107


1	NAMES OF REPORTING PERSONS YOO IL YOUNG


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	KOREA

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,640,619

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			3,640,619

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

This Amendment No.2 to Schedule 13D amends and supplements the Schedule 13D filed on August 30, 2005 (File No. 005-80768), as amended and restated in its entirety by Amendment No. 1 thereto filed on September 9, 2005, by (i) Techno Groove Co., Ltd. (“Techno Groove”), (ii) Asian Groove, Inc. (“Asian Groove”), (iii) Taizo Son, (iv) EZER Inc. (“EZER”), (v) Yoo Il Young (a/k/a Nichiei Ryu) and (vi) Masayoshi Son, with respect to the common stock, par value Won 500 per share, of Gravity Co., Ltd, and is being filed only by EZER and Yoo Il Young, who are collectively referred to as the “Reporting Persons.”

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D filed on August 30, 2005, as amended.

ITEM 1. SECURITY AND ISSUER

Item 1 is hereby amended and restated as follows:

This statement relates to the Common Stock, par value Won 500 per share (the “Common Stock”) of Gravity Co., Ltd. (the “Company”). The principal executive offices of the Company are located at 14F Meritz Tower, 825-2 Yeoksam-Dong, Gangnam-Gu, Seoul, 135-934, Korea.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended and supplemented by adding the following:

The current address of EZER’s principal business and office is 4-20-19, Minami-Aoyama, Minato-ku, Tokyo, Japan. The principal business of EZER is management consulting, and investing in and managing, technology-related businesses.

Yoo Il Young (a/k/a Nichiei Ryu) is a Korean citizen. Yoo Il Young’s principal occupation is chairman, chief executive officer and representative director of the Company (since September 21, 2005), and his principal business address is at 14F Meritz Tower, 825-2 Yeoksam-Dong, Gangnam-Gu, Seoul, 135-934, Korea. Yoo Il Young is representative director of EZER and owns all of the issued share capital of EZER.

Neither of the Reporting Persons nor, to the best knowledge and belief of the Reporting Persons, any executive officer or director of EZER, has during the last five years been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and is or was, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

N/A

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented by adding the following:

As a result of the transaction described in Item 5, the Reporting Persons no longer beneficially hold any Common Stock.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and supplemented by adding the following:

On December 25, 2006, the TK Agreement between EZER and Techno Groove was terminated by EZER and Asian Groove (as Techno Groove’s successor pursuant to a merger between Asian Groove and Techno Groove consummated on October 31, 2006). In connection with this termination, EZER acquired all of the 3,640,619 shares of Common Stock subject to the TK Agreement, and returned to Asian Groove its 9,921,679,586 yen remaining capital contribution amount under the TK Agreement.

The acquisition of Common Stock by EZER under the TK Agreement was financed by the issuance by EZER to Son Assets Management Inc. (“SAM”) of EZER Series One Corporate Bond in the principal amount of 9,930,000,000 yen (the “EZER Series One Corporate Bond”).

On October 19, 2007, Ezer entered into an accord and satisfaction agreement (the “Accord and Satisfaction Agreement”) with SAM under which SAM will acquire 3,640,619 shares of Common Stock on the later to occur of (i) November 20, 2007, and (ii) the date the Korean Fair Trade Commission approves the transfer of such shares (the “Closing Date”). The acquisition of such Common Stock by SAM will be in satisfaction of EZER’s obligations under the EZER Series One Corporate Bond in an amount based upon the NASDAQ closing price of the Common Stock on the day prior to the Closing Date. The description of the Accord and Satisfaction Agreement in this Item 5 is qualified by reference to the Accord and Satisfaction Agreement, a copy of which is filed as Exhibit B to this Schedule 13D and incorporated herein by reference in its entirety.

As a result of the transaction described above, on the Closing Date, EZER will no longer hold any shares of Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information required by this item is contained in Items 2 and 4 of this statement on Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A

Agreement of Joint Filing, dated as of November 1, 2007, by and between the Reporting Persons.

Exhibit B

Accord and Satisfaction Agreement dated October 19, 2007, by and between Son Asset Management Godo Kaisha and EZER Inc.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2007


EZER Inc.
By:	/s/ Yoo Il Young
	Name:	Yoo Il Young
	Title:	Representative Director


/s/ Yoo Il Young
Yoo Il Young

EX-99.A 2 c71451exv99wa.htm EXHIBIT A Filed by Bowne Pure Compliance

EXHIBIT A

(TRANSLATION)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock of GRAVITY Co., Ltd., par value W500 per share, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

The undersigned further agrees that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 1^st day of November 2007.


		EZER Inc.

		By:		/s/ Yoo Il Young

		Name:		Yoo Il Young
		Title:		Representative Director

		/s/ Yoo Il Young

		Yoo Il Young

EX-99.B 3 c71451exv99wb.htm EXHIBIT B Filed by Bowne Pure Compliance

EXHIBIT B

(TRANSLATION)

ACCORD AND SATISFACTION AGREEMENT

Son Asset Management Godo Kaisha (“SAM”) and EZER Inc. (“EZER”) hereby agree as follows.

ARTICLE 1. (CONFIRMATION OF EZER CORPORATE BOND HELD BY SAM)
SAM and EZER confirm and agree as of the date hereof that SAM is the holder of that certain EZER Series One Corporate Bond (the “Corporate Bond”) issued by EZER to SAM on December 22, 2006, having the following terms:


Total Amount Outstanding:		Yen 9,930,000,000
Interest Rate:		14.5% per annum (non-compounding, subject to per diem calculation on the basis of 365 days a year, with amounts of less than one yen rounded down)
Redemption Date:		November 20, 2007

ARTICLE 2. (ACCORD AND SATISFACTION AND PAYMENT OF INTEREST)

(1)		EZER shall transfer to SAM in satisfaction of its obligations pursuant to the Corporate Bond (the “Accord and Satisfaction”) 3,640,619 shares of common stock of Gravity Co., Ltd. (the “Shares”) held by EZER on the later to occur of the Redemption Date of the Corporate Bond and the date on which the Korean Fair Trade Commission approves such transfer (the “Closing Date”).

(2)		On the Closing Date, EZER shall deliver to SAM the share certificate (the “Share Certificate”) representing the Shares.

(3)		As a result of the Satisfaction and Accord, EZER’s obligations pursuant to the Corporate Bond shall be extinguished in an amount which is the lesser of (i) 3,640,619 (the number of transferred shares) multiplied by the United States NASDAQ National Market closing price (indicated as the price of one forth of one share) of Gravity Co., Ltd. common stock on the day prior to the Closing Date, multiplied by four, and further multiplied by the yen/dollar middle rate (TTM) exchange rate reported by Mizuho Corporate Bank, Ltd. (the “Shares Value Amount”) or (ii) the sum of the outstanding principal amount, accrued interest, early redemption fees, and delinquent charges (if any) on the Corporate Bond (the “Outstanding Corporate Bond Amount”). If the Shares Value Amount is less than the Outstanding Corporate Bond Amount, the difference shall be applied in satisfaction of the Outstanding Corporate Bond Amount in the following order: (i) delinquent charges, (ii) accrued interest, (iii) early redemption fees, and (iv) outstanding principal amount.

(4)		In the event that the Shares Value Amount exceeds the Outstanding Corporate Bond Amount, SAM shall return to EZER the difference between such amounts in cash.

(5)		In the event the Outstanding Corporate Bond Amount exceeds the Shares Value Amount, EZER shall continue to owe SAM any remaining payment obligations under the Corporate Bond, and EZER shall pay delinquent charges in the amount of 14.5% per annum (subject to per diem calculation on the basis of 365 days a year) on such outstanding amounts until such amounts shall have been repaid in full.

ARTICLE 3. (REPRESENTATIONS AND WARRANTIES)

EZER hereby represents and warrants to SAM as of the date hereof that the following are true and accurate:

(1)		EZER has good and valid title to the Shares, and is listed as a shareholder in the shareholder register of Gravity Co., Ltd. The Shares are free and clear of any lien, pledge, charge or any other restriction of any kind, and EZER has not entered into any agreement with a third party that would restrict this Accord and Satisfaction. The applicable laws and the articles of incorporation, bylaws and other internal regulations of Gravity Co., Ltd. do not contain any provisions that would restrict this Accord and Satisfaction, and, when the Shares have been registered in the name of SAM, SAM shall acquire, and shall be able to exercise on the Closing Date, all its rights as shareholder without any encumbrances.

(2)		The Share Certificate has been legally and validly issued and constitutes a legal and valid representation of the Shares.

(3)		Gravity Co., Ltd. is a stock corporation legally organized and validly existing under the laws of Korea.

(4)		There are no judgments, decrees, rulings or settlements (either court-based or out-of-court) that would result in the acquisition or loss of any shareholder rights with respect to the Shares, and there are no proceedings or other legal or administrative procedures pending or threatened with the courts or any administrative body with regard to these Shares.

(5)		There are no applications by third parties pending or threatened for injunctions, enforcement proceedings or auction or other proceedings, or any preliminary injunctions or dispositions for failure to pay taxes or other duties pending or threatened.

(6)		There are no litigation proceedings, injunctive proceedings, foreclosure proceedings, settlements, arbitration or any other judicial or administrative proceedings pending or threatened against or with respect to EZER that may adversely affect EZER’s entry into this Agreement or the performance of EZER’s obligations under this Agreement.

(7)		There are no litigation, arbitration, mediation or administrative proceedings pending or threatened relating to, and having a material adverse effect on, the financial conditions and operations of EZER or its entering into or performance under this Agreement.

(8)		The transfer of the Shares and the legal requirements and other procedures relating to such transfer shall not constitute concealment or a gratuitous transfer or other fraudulent transfer (“Fraudulent Transfer”), and EZER has no intent to conduct, or knowledge of, any Fraudulent Transfer, or any other illegal intent.

(9)		EZER is not currently insolvent and should not be rendered insolvent as a result of entering into this Agreement or performing its obligations hereunder. No bankruptcy or dissolution proceedings have commenced with respect to EZER.

ARTICLE 4. (TERMINATION AND INDEMNIFICATION)

(1)		SAM may terminate this Agreement at any time without notice if EZER breaches any representations or warranties under the preceding Article or any of its obligations under this Agreement.

(2)		In the event EZER breaches any representations or warranties under the preceding Article or any of its obligations under this Agreement, EZER shall indemnify and hold SAM harmless against any losses incurred by SAM as a result thereof, whether or not SAM exercises its right to terminate this Agreement.

ARTICLE 5. (EXPENSES)

Unless otherwise agreed, each party to this Agreement shall bear their own expenses with regard to the execution and drafting of, and performance under, this Agreement.

ARTICLE 6. (EXCLUSIVE JURISDICTION)

The parties hereto shall submit to the initial exclusive jurisdiction of the Tokyo District Court regarding any and all disputes under this Agreement.

ARTICLE 7. GOOD FAITH DISCUSSIONS

Any matters not set forth in this Agreement shall be decided by mutual good faith discussions between EZER and SAM in accordance with the spirit of this Agreement.

IN WITNESS WHEREOF, SAM and EZER have caused this Agreement to be signed and sealed in duplicate and each party shall retain one copy.

October 19, 2007


		Son Asset Management Godo Kaisha:		Masayoshi Son
				Representative Partner
				18F Shiodome Sumitomo Bldg.
				1-9-2 Higashi Shinbashi
				Minato-ku, Tokyo
				(Seal)

		EZER Inc.:		Yoo Il Young
				Representative Director
				4-20-19 Minami-Aoyama
				Minato-ku, Tokyo
				(Seal)