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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 6, 2002
AsiaInfo Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-15713 752506390
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(State or other (Commission File (I.R.S. Employer Identification No.)
jurisdiction Number)
of incorporation)
4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street
Haidian District, Beijing 100086, China
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code +8610 6250 1658
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
SHARE PURCHASE AGREEMENT
AsiaInfo Holdings, Inc. (the "Company") completed its acquisition of Bonson
Information Technology Limited ("Bonson") on February 6, 2002. Pursuant to a
Share Purchase Agreement (the "Agreement") dated as of January 20, 2002 by and
among the Company, Bonson and the shareholders of Bonson (the "Sellers"), the
Company agreed to purchase all of the outstanding shares of Bonson for a
combination of cash and stock of the Company valued at approximately $47.3
million.
The acquisition of Bonson by the Company was the culmination of several months
of planning, due diligence and the negotiation of definitive terms and
conditions. Upon the effective date of the acquisition, Bonson became a
wholly-owned subsidiary of the Company.
CONSIDERATION
The consideration exchanged pursuant to the acquisition was negotiated between
the Company and the shareholders of Bonson. In evaluating the transaction, the
Company used criteria such as enterprise value and comparable company analysis,
and also considered the operations, reputation, future opportunities and quality
of management of Bonson.
Pursuant to the Agreement, the Sellers will receive approximately $28.7 million
cash and approximately $18.6 million in the Company's stock. The cash paid to
the Sellers in connection with the acquisition will be paid out of the Company's
existing cash reserves. The offering of the Company's stock to the Sellers was
conducted pursuant to an exemption from registration under the Securities Act of
1933 and as such are "restricted securities" under applicable federal securities
laws.
A copy of the Agreement and amendments thereto are filed as exhibits to this
Form 8-K and are incorporated by reference herein. The foregoing description is
modified by such reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
FINANCIAL STATEMENTS
The financial statements of Bonson will be filed by amendment within the period
required by Item 7(a)(4) of Form 8-K.
PRO FORMA FINANCIAL STATEMENTS
The pro forma financial statements will be filed by amendment within the period
required by Item 7(a)(4) of Form 8-K.
EXHIBITS
Exhibit No. Description
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2.1 Share Purchase Agreement dated as of January 20,
2002
2.2 Letter Agreement amending Share Purchase Agreement
dated as of February 5, 2002
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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.
AsiaInfo Holdings, Inc.
Date: February 21, 2002 By: /s/ Ying Han
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Name: Ying Han
Title: Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
No. Description
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2.1 Share Purchase Agreement dated as of January 20, 2002
2.2 Letter Agreement amending Share Purchase Agreement dated February 5,
2002