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 September 21, 2006
ACTIONS SEMICONDUCTOR CO., LTD.
15-1, No. 1 HIT Road
Tangjia, Zhuhai
Guangdong, 519085
The People’s Republic of China
(86-756) 339-2353
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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 X
Actions Semiconductor Co., Ltd. (the “Company”) is furnishing under cover of Form 6-K a press announcement dated September 21, 2006, which comments on the pricing of its follow-on public offering.
SIGNATURE
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.
| ACTIONS SEMICONDUCTOR CO., LTD | ||
| By: | /s/ David Lee | |
| Name: | David Lee | |
| Title: | Chief Financial Officer | |
Dated: September 21, 2006
Actions Semiconductor Prices Public Offering of Secondary Shares
ZHUHAI, China, September 21, 2006 – Actions Semiconductor Co., Ltd. (Nasdaq: ACTS), one of China’s leading fabless semiconductor companies that provides comprehensive mixed-signal system-on-a-chip (SoC) solutions for portable consumer electronics, today announced that it has priced the follow-on public offering of its American Depositary Shares (ADSs) at a price of $8.30 per ADS. The offering consists of 10,000,000 ADSs representing 60,000,000 ordinary shares. All of the shares are being offered by shareholders of Actions. In addition, the selling shareholders have granted the underwriters the right to purchase up to an additional 1,500,000 ADSs to cover over-allotments. Morgan Stanley and Citigroup Global Markets Inc. are serving as joint book-runners for the offering with Piper Jaffray & Co. and WR Hambrecht + Co. acting as co-managers.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it.
A final prospectus may be obtained from Morgan Stanley’s Prospectus Department at 1585 Broadway, New York, NY 10036-8200, (212) 761-6775 or Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, (718) 765-6732.
About Actions Semiconductor
Actions Semiconductor is one of China’s leading fabless semiconductor companies that provides mixed-signal and multimedia SoC solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components and references to the providers of those components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The company is headquartered in Zhuhai, China, with offices in Beijing and Shenzhen. For more information, please visit the Actions Semiconductor website at www.actions-semi.com.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including financial projections and forecasts, involve risks and uncertainties that could cause Actions Semiconductor’s actual results to differ materially from our current expectations. Factors that could cause Actions Semiconductor’s results to differ materially from those set forth in these forward-looking statements include customers’ cancellation or modification of their orders; our failure to accurately forecast demand for our products; the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results; our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture, test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors; and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission, including our Registration Statement on Form F-1 related to our initial public offering. Actions Semiconductor undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or changed assumptions or circumstances.
For More Information
| Investor Contacts: | ||
| Suzanne Craig or Lisa Laukkanen | Chung Hsu | |
| The Blueshirt Group | Director of Investor Relations | |
| suzanne@blueshirtgroup.com or | Actions Semiconductor | |
| lisa@blueshirtgroup.com | chung@actions-semi.com | |
| 415-217-4962 or | +86-756 3392 353 *1015 | |
| 415-217-4967 | ||