-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHd1ZArn/eQiWsgXfjiZqRM8rHSMJt7pTK8CdW9VtMj76q9DpTtJnf8mMtTOaLwI ia1DLWxFDTqCQDYFmK4WiA== 0001068238-07-001248.txt : 20071023 0001068238-07-001248.hdr.sgml : 20071023 20071023071000 ACCESSION NUMBER: 0001068238-07-001248 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071022 FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORGI INTERNATIONAL LTD CENTRAL INDEX KEY: 0001028637 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22161 FILM NUMBER: 071184469 BUSINESS ADDRESS: STREET 1: UNIT 711-717, 7/F, TOWER A, NEW STREET 2: MANDARIN PLAZA, 14 SCIENCE MUSEUM RD CITY: TST EAST, KLN, HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 925-979-1500 MAIL ADDRESS: STREET 1: UNIT 711-717, 7/F, TOWER A, NEW STREET 2: MANDARIN PLAZA, 14 SCIENCE MUSEUM RD CITY: TST EAST, KLN, HONG KONG STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART LTD DATE OF NAME CHANGE: 19971017 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART INDUSTRIAL CO LTD DATE OF NAME CHANGE: 19961209 6-K 1 corgi_6k.htm corgi_6k.htm
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 October 2007
 
Commission File No. 000-22161
 
Corgi International Limited
 
 
Unit 711 - 717 , 7/F., Tower A, New Mandarin Plaza,
14 Science Museum Road, TST East, Kowloon,
Hong Kong, S.A.R., 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  ý                      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):
 
Yes  ¨                      No  ý
 
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  ¨                      No  ý
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A.
 



Index to Exhibits

Exhibit
Description
   
99.1
Press release dated October 22, 2007: “Corgi International Limited Announces Annual Report for March 31, 2007 Includes "Going Concern" Qualification and Closing of Approximately $1.9 Million of Additional Equity and Announces $100,000 Investment by CEO Michael Cookson”
 

 




 
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.
 
     Corgi International Limited
     
     
     
     
Date:  October 22, 2007
 
By: /s/ Jack Lawrence              
   
Name:  Jack Lawrence
   
Title:    Chief Financial Officer, Chief Operating Officer and General Manager, U.S.




EX-99.1 2 exh_99-1.htm exh_99-1.htm
Exhibit 99.1
 
 
Corgi International Limited Announces Annual Report for March 31, 2007 Includes "Going Concern" Qualification and Closing of Approximately $1.9 Million of Additional Equity and Announces $100,000 Investment by CEO Michael Cookson
 
HONG KONG -- Corgi International Limited (NASDAQ GM: CRGI), a NASDAQ listed company, noted today that its financial statements for the fiscal year ended March 31, 2007, included in the Company's Annual Report on Form 20-F ("Form 20-F") filed with the Securities and Exchange Commission on October 15, 2007, contain a going concern qualification in the audit opinion of its independent accounting firm, Eisner LLP.  As previously disclosed and discussed in Note 1 to the consolidated financial statements in the Form 20-F, the going concern qualification is based on the Company's working capital deficiency and recurring losses from operations.

In addition, as disclosed in the Form 20-F, on August 22, 2007, the Company raised approximately $1.844 million pursuant to the exercise of 368,863 warrants at $5.00 per share.  Corgi and its warrant holders amended the terms of Corgi's existing 1,070,654 warrants to reduce the exercise price from $7.80 per share to $5.00 per share for any exercises prior to September 5, 2007 and agreed to issue to any warrantholder exercising warrants by such date a new warrant for 50% of the warrants exercised with an exercise price of $6.00 per share.  Warrant holders holding 368,863 warrants took advantage of the amendment.

Also, the Company announced that on October 16, 2007, it raised $100,000 from an investment of its CEO, Michael Cookson, through his purchase of 20,000 ADSs at $5.00 per share with a right to receive 10,000 warrants with an exercise price of $6.00 per ADS (the same terms as the warrantholders).

This announcement is being made in compliance with NASDAQ Marketplace Rule 4350(b)(1)(B), which requires separate disclosure of receipt of an audit opinion that contains a going concern qualification.

 
About Corgi International Limited
 
Corgi International Limited develops and markets innovative, high-quality licensed and unlicensed pop culture collectibles, gifts and toys ranging from high-end movie and television prop replicas to lower price-point gifts and toys. The Company holds licenses for pop culture collectibles, gifts and toys for many of the highest grossing film franchises of all time including, among others, Disney Classics, Harry Potter, James Bond, Pirates of the Caribbean, The Golden Compass, Marvel Classics and Spiderman 3. The Company is headquartered in Hong Kong, with offices in Walnut Creek, CA and the United Kingdom.
 
Caution Regarding Forward-Looking Statements
 
Certain statements in this release are forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, without limitation, changes in market demand for Corgi International Limited’s products, changes in economic conditions, dependence on certain customers and licensing partners and loss of such licensing partners, and other risks described in the Company's annual report on Form 20-F for the fiscal year ended March 31, 2007 filed with the Securities and Exchange Commission on October 15, 2007. The Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
 

 
Contact:
 
Jack Lawrence
Chief Financial Officer
(925) 975-1500



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