UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2016
YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-35561 | 20-1778374 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
375 Greenwich
Street, Suite 516
New York, New York 10013
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 212-206-1216
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2016, the Board of Directors of YOU On Demand Holdings, Inc. (the “Company”) by resolution as contemplated in the Company’s bylaws, increased the size of the Board of Directors from five to seven members. In connection therewith, the Board appointed Mr. Bruno Wu and Mr. Jian Ren (Jerry) Fan to fill the newly created vacancies on the Board of Directors to serve until the next annual meeting of shareholders or until his respective successor is elected and qualified. In addition, Mr. Fan was appointed to serve on the Audit Committee of the Board of Directors.
Mr. Wu was nominated for appointment to the Board pursuant to the Amended and Restated Securities Purchase Agreement dated December 21, 2015, entered into between the Company and Beijing Sun Seven Stars Culture Development Limited, a PRC company (“SSS”), the terms of which have been previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 24, 2015. Under such agreement, SSS has the right to designate three individuals to serve on the Board, such nomination rights intended to be proportional with SSS’ beneficial ownership. Mr. Wu has been appointed to the Board as one of these designees.
The Company is discussing compensation arrangements with each of Mr. Wu and Mr. Fan, but no agreement has been reached.
On January 12, 2016, the Company issued a press release announcing these appointments, a copy of which is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated January 12, 2016. |
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 hereunto duly authorized.
| YOU ON DEMAND HOLDINGS, INC. | ||
| Date: January 12, 2016 | By: | /s/ Xuesong Song |
| Xuesong Song | ||
| Executive Chairman | ||
Exhibit 99.1
YOU On Demand Appoints New Members to Board of Directors
-Bruno Wu of Sun Seven Stars appointed Chairman
NEW YORK, January 12, 2016— YOU On Demand Holdings, Inc. (NASDAQ: YOD) ("YOU On Demand" or "YOD" or the “Company”), a leading Video On Demand ("VOD") service provider in China, delivering Hollywood movies & premium content to TV and mobile screens, announced today the appointments to the Company’s Board of Directors of Bruno Wu and Jian Ren (Jerry) Fan, with Mr. Wu elected as Chairman of the Board, effective January 6, 2016. Mr. Fan was also appointed to the Company’s Audit Committee.
YOU On Demand Founder Shane McMahon will assume the role of Vice Chairman while Xuesong Song will step down as Executive Chairman of YOD but remain on the Board as a Director.
Over the past 20 years in China and the Asia Pacific region, Mr. Jerry Fan has been a top management veteran for several multi-national technology companies in China.
Most recently, over the last three years, Mr. Fan has been working for Analog Devices, Inc. (a global semiconductor leader; Nasdaq: ADI) as Managing Director and Country Manager for the Greater China region. At ADI, he manages overall strategy and execution of Sales and Marketing.
Prior to ADI, Mr. Fan had been working for Cisco Systems (Nasdaq: CSCO) for 15 years with a number of senior management roles, including Sales Managing Director for Cisco China, Sale Director for Cisco Australia and Senior Manager for Operations and Strategy for the Cisco Service Provider business based in Hong Kong. At Cisco Systems, Jerry established successful business and marketing experience with different industries and geographies throughout China and Asia Pacific region.
Mr. Fan started his career in 1998 working at Fudan University as a faculty member in both teaching and research roles. He graduated from Fudan University with a Computer Science Bachelor degree and an Executive MBA degree from CEIBS (China European International
Business School) in 1999.
Bruno Zheng WU is a leading media investor and entrepreneur in China. He was chairman of Sun Media Group from 1999 to 2007 and former director of Shanda Group from 2006 to 2009. Mr. Wu also served as co-chairman of Sina from 2001 to 2002, during which he played a key role in Sina’s business transformation. Additionally, Mr. Wu served as the chief operating officer for ATV, one of the two free-to-air television broadcasters in Hong Kong, from 1998 to 1999. While at ATV he drastically improved operational and financial performance for the company and improved audience ratings.
Mr. Wu is the founder, co-chairman and CEO of Sun Seven Stars Media Group Limited, one of the largest and most diversified private media and investment companies in China. Its predecessor is Sun Media Group Holdings Limited, which was established by Mr. Wu and Ms. Lan YANG in 1999 and became one of the leading entertainment, media and investment companies in Asia after 10 years of growth. Sun Seven Stars Media Group Limited incudes Sun Media Group, Sun Seven Stars Culture Group, Chat TV Group and Sun News Group. It has offices in over ten major cities including Beijing, Shanghai, Hong Kong, New York, LA, Paris, London and Toronto.
Mr. Wu received a PhD from the School of International Relations and Public Affairs at Fudan University in 2001 and prior to that received an MA in International Relations from Washington University, a BA in Business Management from Culver-Stockton College of Missouri and a diploma in Superior Studies in French Literature from the School of French Language and Literature at the University of Savoie in Chambery, France.
About YOU On Demand Holdings, Inc. (http://corporate.yod.com)
YOU On Demand (NASDAQ: YOD), is a leading multi-platform entertainment service company delivering premium content, including leading Hollywood movie titles, to customers across China via Subscription Video On Demand and Transactional Video On Demand. The Company has secured alliances with leading global media operators and content developers. YOU On Demand has content distribution agreements in place with many of Hollywood's top studios including Disney Media Distribution, Paramount Pictures, NBC Universal,
Twentieth Century Fox Television Distribution, Miramax, as well as a broad selection of the best content from Chinese filmmakers. The Company has a comprehensive end-to-end secure delivery system, governmental partnerships and approvals and offers additional value-added services. YOU On Demand has strategic partnerships with the largest media entities in China, a highly experienced management team with international background and expertise in Cable, Television, Film, Digital Media, Internet and Telecom. YOU On Demand is headquartered in both New York, NY and Beijing, China.
CONTACT:
Jason Finkelstein
YOU On Demand
212-206-1216
jason.finkelstein@yod.com
@youondemand
corporate.yod.com