UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Tiger Media, Inc. ——————————————————————————————————— |
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| (Translation of registrant’s name into English) | ||||
| Cayman Islands ——————————————————————————————————— | ||||
| (Jurisdiction of incorporation or organization) | ||||
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Room 902 and 903, 500 Weihai Road, Jing An District, Shanghai, China 200041 |
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| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] 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): [ ] | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
| 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 [x] No | ||||
| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
At the Annual Meeting of Stockholders of SearchMedia Holdings Limited (the “Company”) for 2012, held on December 14, 2012, the Company’s stockholders considered nine proposals. Proposal 1 – To elect Mr. Robert Fried as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 1 were as follows: For – 17,772,835 Against – 534,692 Abstain – 38,852 Based on the votes set forth above, Mr. Fried was duly elected. Proposal 2 – To elect Mr. Chi-Chuan (Frank) Chen as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 2 were as follows: For – 16,969,225 Against – 1,338,302 Abstain – 38,852 Based on the votes set forth above, Mr. Chen was duly elected. Proposal 3 – To elect Mr. Paul Conway as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 3 were as follows: For – 15,065,961 Against – 3,241,566 Abstain – 38,852 Based on the votes set forth above, Mr. Conway was duly elected. Proposal 4 – To elect Mr. Yunan (Jeffrey) Ren as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 4 were as follows: For – 18,275,585 Against – 31,942 Abstain – 38,852 Based on the votes set forth above, Mr. Ren was duly elected. Proposal 5 – To elect Mr. Steven D. Rubin as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 5 were as follows: For – 17,075,585 Against – 1,231,942 Abstain – 38,852 Based on the votes set forth above, Mr. Rubin was duly elected. Proposal 6 – To elect Mr. Peter W.H. Tan as a director of the Company to serve until the 2013 Annual Meeting of Stockholders. The results of the voting for Proposal 6 were as follows: For – 18,275,935 Against – 31,592 Abstain – 38,852 Based on the votes set forth above, Mr. Tan was duly elected. Proposal 7 – Approval of the amendment to the Company’s Amended and Restated 2008 Share Incentive Plan (the “2008 Plan”) by increasing the number of authorized ordinary shares available for grant under the 2008 Plan from 3,000,000 ordinary shares to 4,500,000 ordinary shares. The results of the voting for Proposal 7 were as follows: For – 15,118,088 Against – 3,226,998 Abstain – 1,293 Based on the votes set forth above, the amendment to the 2008 Plan was approved. Proposal 8 – To approve by special resolution changing the name of the Company from SearchMedia Holdings Limited to Tiger Media, Inc. The results of the voting for Proposal 8 were as follows: For – 18,308,605 Against – 2,723 Abstain – 35,051 Based on the votes set forth above, the special resolution changing the Company's name from SearchMedia Holdings Limited to Tiger Media, Inc. was approved. Proposal 9 – To approve by special resolution amending the Company's Articles of Association to reduce the minimum notice for a Director meeting from seven days to two days. The results of the voting for Proposal 9 were as follows: For – 16,968,239 Against – 1,346,786 Abstain – 31,354 Based on the votes set forth above, the special resolution amending the Company's Articles of Association to reduce the minimum notice for a Director meeting from seven days to two days has been approved. No other matters were considered or voted upon at the meeting. A press release, dated December 14, 2012, announcing the results of the annual meeting and the Company' name change is attached a Exhibit 99.1 to this report and incorporated by reference. This Form 6-K is being incorporated by reference into the Registrant's Form F-3 Registration Statement File No. 333-176634.
| 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. |
| Tiger Media, Inc. | ||
| Date: December 17, 2012 | By: |
Peter W. H. Tan |
| Name: | Peter W. H. Tan | |
| Title: | Chief Executive Officer | |
| Exhibit No. | Description | |
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| 99.1 | Press Release Dated December 14, 2012 | |
Exhibit 99.1
SearchMedia Announces Completion of its 2012 Annual General Meeting; Stockholder Approval
Received for Company Name Change to Tiger Media
Shanghai, China, December 14, 2012 — SearchMedia Holdings Limited (“SearchMedia” or the “Company”) (NYSE MKT: IDI, IDI.WS), one of China’s leading nationwide multi-platform media companies, today announced the completion of its 2012 annual general meeting on December 14, 2012 in Shanghai, China. As part of the meeting all of the Company’s current board members were reelected by stockholders to serve as board members until the 2013 annual general meeting.
In addition to other matters, the stockholders of the Company approved a change in the name of the Company to Tiger Media, Inc. Peter W. H. Tan, Chief Executive Officer of the Company commented, “We are pleased that our stockholders approved all of proposals at the 2012 Annual General Meeting. We are also excited to change the Company’s name to Tiger Media, Inc., a name that is well embraced in our local market and reflects our new exciting national concessions, which include our previously announced Home Inns concession and our luxury mall LCD Joint Venture. We hope to build Tiger Media into one of the leading media brands in Asia.” The Company expects its securities to begin trading under the name Tiger Media, Inc. on Tuesday, December 18, 2012; however, the Company’s ordinary shares and warrants will continue to trade on under the symbols IDI and IDI.WS, respectively.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the largest operators
of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates
a network of high-impact billboards and one of China’s largest networks of in-elevator
advertisement panels in 50 cities throughout China. SearchMedia’s core outdoor billboard and
in-elevator platforms are complemented by its transit advertising platform, which together enable
it to provide multi-platform, “one-stop shop” services for its local, national and international
advertising clients. Learn more at www.searchmediaholdings.com.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts, including
statements about SearchMedia’s beliefs and expectations, may constitute forward-looking statements
as that term is defined by the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expect,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “confident” and similar
statements. Any forward-looking statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties that may cause actual results to differ
materially from expectations. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Potential risks and uncertainties
include, but are not limited to developing Tiger Media into a leading brand in Asia; the risks that
there are uncertainties and matters beyond the control of management, and other risks outlined in
the Company’s filings with the U.S. Securities and Exchange Commission. SearchMedia cautions
readers not to place undue reliance upon any forward-looking statements, which speak only as of the
date made. SearchMedia does not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement to reflect any change in the
Company’s expectations or any change in events, conditions or circumstances on which any such
statement is based, except as required by law.
For more information, please contact:
Paul Conway, 0118613918844646
ir@searchmediaholdings.com