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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2019
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Commission File Number: 001-33765
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AIRMEDIA GROUP INC.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China
(Address of principal executive offices)
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 x | 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): ¨
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.
| AIRMEDIA GROUP INC. | |||
| By: |
/s/ Herman Man Guo | ||
| Name: | Herman Man Guo | ||
| Title: | Chairman and Chief Executive Officer | ||
Date: April 18, 2019
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 99.2 | Notice of the Extraordinary General Meeting | |
| 99.3 | Chairman Letter |
Exhibit 99.1
AirMedia Announces Notice of 2019 Extraordinary General Meeting
BEIJING, April 17, 2019 AirMedia Group Inc. ("AirMedia" or the "Company") (Nasdaq: AMCN), an in-flight solution provider on connectivity, entertainment, and digital multimedia in China, today announced that its 2019 extraordinary general meeting (the "EGM") will be held at 10:00 a.m. (Beijing time) on May 20, 2019 at 15/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, The People’s Republic of China. Shareholders may also attend the meeting by telephone conference call. The dial-in number for the telephone conference call is as follows:
+86 4008100800-452598(Room Number)-3087(Participants Code)
Only shareholders of record at the close of business on April 19, 2019 (Beijing time) are entitled to receive notice and to attend and vote at the extraordinary general meeting and any adjourned or postponed meeting thereof. Holders of the Company's American Depositary Shares ("ADSs") who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company's ADS program, JPMorgan Chase Bank N.A. Shareholders are cordially invited to attend the EGM in person or through the conference call.
Copies of the notice of the EGM, which sets forth the resolutions to be submitted to shareholder approval at the meeting, are available on AirMedia's investor relations website at http://ir.ihangmei.com
About AirMedia Group Inc.
Incorporated in 2007 and headquartered in Beijing, China, AirMedia (Nasdaq: AMCN) provides in-flight solutions to connectivity, entertainment and digital multimedia in China. Collaborating with our partners, AirMedia empowers Chinese airlines with seamlessly immersive Internet connections through a network of satellites and land-based beacons, provides airline travelers with interactive entertainment and a coverage of breaking news, and furnishes corporate clients with advertisements tailored to the perceptions of the travelers. For more information, please visit us at http://ir.ihangmei.com
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's business strategies and initiatives as well as the Company's business plans; the Company's future business development, results of operations and financial condition; expected changes in the Company's revenue and certain cost or expense items; trends and competition in China; general economic and business conditions in China; and other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
Company Contact:
Yan Liu
Director, Investor Relations
AirMedia Group Inc.
Tel: +86-10-8460-8678
Email: ir@ihangmei.com
Exhibit 99.2
AIRMEDIA GROUP INC.
(the “Company”)
NOTICE OF EXTRAORDINARY GENERAL MEETING
To Be Held on May 20, 2019
To: All of the Shareholders of the Company
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of all of the shareholders of the Company have been scheduled for 10:00 a.m. (Beijing time) on May 20, 2019 at 15/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, The People’s Republic of China. Shareholders may also attend the meeting by telephone conference call. The dial-in numbers for the telephone conference call are as follows:
+86 4008100800-452598(Room Number)-3087(Participants Code)
The shareholders of the Company shall be asked to consider and, if in favour, pass the resolution set forth in Appendix I hereto related to the name change of the Company.
The board of directors of the Company has fixed the close of business on April 19, 2019 as the record date for determining the shareholders entitled to receive notice and to attend and vote at the meeting or any adjourned or postponed meeting thereof. Those persons whose names are registered on the register of members of the Company at the close of business on the record date and are entitled to vote at the meeting are cordially invited to attend the meeting in person or through the conference call. Holders of the Company's American Depositary Shares ("ADSs") who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company's ADS program, JPMorgan Chase Bank N.A.
Your vote is important. If you cannot attend the meeting, you are urged to complete, sign, date and return the accompanying proxy form provided as Appendix II hereto as promptly as possible, and in any event not later than 48 hours before the time for holding the meeting or any adjourned meeting, to 15/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, The People’s Republic of China marked for the attention of Wenjun Liu.
Beijing, April 17, 2019
/s/ Herman Man Guo
Herman Man Guo
Chairman and Chief Executive Officer
APPENDIX I—RESOLUTION
APPENDIX II— FORM OF PROXY
Appendix III—SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Exhibit 99.3
Chairman Letter
Dear Shareholders of AirMedia,
In 2018, the Board made a number of decisions to realign our business by focusing our crucial resources on the further development of the in-flight connectivity business. On the one hand, the management had redefined our core competence and focused on enhancing our efforts on in-flight entertainment, interactive contents, and advertisements. On the other hand, the management had explored innovative business models taking advantage of the thriving potentials of our strategic collaborations with Eutelsat Communications and China Unicom on satellite communication link and license.
Established in 2017, UnicomAirNet Co. Ltd. (the “UnicomAirNet”) is a joint venture of China Unicom and AirMedia and licensed to provide its corporate customers with satellite communication links. Devoted to becoming a leading provider of technological solutions and value-added services of in-flight connectivity, UnicomAirNet is combining satellites and land-based beacons to provide a global communication network serving the demands of connectivity raised from aviation in the air . Starting from the second half of 2018, UnicomAirNet has been providing in-flight connectivity service to 7 wide-body aircrafts operated by China Eastern Airlines and testing service to 4 aircrafts operated by China Southern Airlines, respectively. While enhancing localization of technical solutions to satellite-and-ground connectivity, UnicomAirNet is stepping up the connectivity services tailored to accommodate the clients’ need in China.
In October 2018, we signed strategic cooperation agreements with Qingdao Airlines, Chengdu Airlines, and Yunnan Hongtu Airlines(the “Agreements”), outlining detailed plans to establish collaborations ranging from the deployment of in-flight connectivity systems onboard airplanes, operational management of air-to-ground satellite communications, development and management of air-to-ground Internet platforms, operational management of in-flight multimedia entertainment and other emerging value-added in-flight Internet services.
In December 2018, EASTO APP came online on selected airplanes operated by China Eastern Airlines. As part of the strategic collaborations between us and China Eastern Airlines Media Co., Ltd. (the “CEA Media”), EASTO APP was created jointly as an Internet empowered in-flight entertainment connectivity platform enabling China Eastern Airlines to provide its travelers with streaming multimedia, e-commerce, and other customized and interactive experiences. While operating and maintaining the platform, we are devoted to working with CEA Media to further integrate available resources to enrich travelers' experience.
Being in the business for more than 10 years, we have become a highly regarded in-flight television media operator in China and been providing advertising services for hundreds of corporate clients on more than 90,000 in-flight screens installed on more than 1,500 aircrafts operated by Air China, China Eastern Airlines, China Southern Airlines and other airlines covering 2,100 routes.
Being as a leading operator of in-flight entertainment media, we are entitled to exclusive in-flight copyrights of over 80% of movies currently shown in domestic theaters, more than 800 archived films, and thousands of hours of multimedia programs. While being engaged in providing copyrighted entertainment contents to more than 30 airlines, we reshaped our ability to deliver advertising contents in abundance across different in-flight entertainment systems. With more than 10 years of extended experience, we are capable of producing entertainment contents and advertising contents tailored to the needs of corporate clients.
Built upon our achievements made in 2018, we aim to further step up our endeavor embracing the in-flight connectivity market in 2019. In March 2019, we announced our collaboration with Honeywell under which one of our subsidiaries has been selected as the sole distributor of Honeywell’s next-generation JetWave TM satellite communications hardware in China, enabling Chinese airlines to have access to an all-in-one solution that provides high-speed, in-flight Wi-Fi service. Honeywell’s JetWave TM satellite communications hardware provides high-speed in-flight Wi-Fi service worldwide by seamlessly establishing Ka-band communication links with the Global Xpress Network of the International Maritime Satellite Organization (Inmarsat Aviation) and satellite ChinaSat 16 and ChinaSat 18. Built upon JetWave TM satellite communication hardware and our competence of system integration, we have further released a comprehensive line of products and services, which are well received by domestic airlines.
Through our efforts on the realignment from a media company to a technology company in the past few years, we have gradually reinvented ourself by shaping our core competences in building a mass flow of data over satellite communication links, providing comprehensive solutions for in-flight connectivity, operating platforms of interactive services, analyzing big data and commercializing in-flight connectivity. We are consolidating our established advantages in in-flight entertainment with connectivity.
To better suit our initiatives and our endeavors for future development, the Board of Directors approved a proposal brought by the management to submit to the shareholders' meeting for approval the name change of the Company from "AirMedia Group Inc." to "AirNet Technology Inc." and the change of Nasdaq trading symbol from “AMCN” to “ANTE”. Under the new name, we will continue on the journey to enrich the experience of air travellers, to improve returns of business partners and to create additional values for shareholders through innovation.