Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 July
20, 2009
Commission
File No. 001-33176
Fuwei Films
(Holdings) Co., Ltd.
No. 387
Dongming Road
Weifang
Shandong
People’s Republic of China, Postal
Code: 261061
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES.)
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 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 ¨ No
x
If “Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-________
Item
8.01 Other Event.
On July 20, 2009, Fuwei Films
(Holdings) Co., Ltd., a company incorporated in the Cayman Islands (the
“Company”), issued a press release announcing that the Company has received a
Memorandum and Order (the "Order") from the United States District Court for the
Southern District of New York regarding the shareholder class action
suit.
On March 14, 2008, a Consolidated
Amended Class Action Complaint (the "Complaint") was filed against the Company,
certain of its present and former officers, directors, and shareholders, and the
underwriters for the Company's December 19, 2006 initial public offering
(collectively, the "defendants"), alleging that the Registration Statement and
Prospectus contained materially false and misleading information in violation of
federal securities laws. The defendants filed motions to dismiss the Complaint
on May 14, 2008.
At this preliminary stage of the
litigation, the Court is required to assume that the facts alleged by the
plaintiffs are true and must draw all reasonable inferences in the plaintiffs'
favor. Applying that standard, the Court granted the defendants' motions in part
and denied them in part. The Court dismissed plaintiffs' claims to the extent
they were based upon the Company's alleged failure to disclose the DMT
arbitration proceeding. The Court also dismissed certain of plaintiffs' claims
to the extent they were brought on behalf of shareholders who did not purchase
their shares directly in the IPO.
The Court sustained plaintiffs'
remaining claims. However, the Court noted that the defendants may be able to
assert affirmative defenses provided by the federal securities laws in a motion
for summary judgment, which could resolve the case before trial.
Now that the motions to dismiss have
been ruled upon, the defendants must submit responsive pleadings to the
Complaint and discovery will proceed.
A copy of the press release is attached
hereto as Exhibit 99.1.
The
information in this Report, including the exhibit, shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. It shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Exhibits
|
99.1
|
Press
Release dated July 20, 2009.
|
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.
|
|
Fuwei
Films (Holdings) Co., Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Xiaoan He
|
|
|
Name:
Xiaoan He
|
|
|
Title:
Chairman, Chief Executive
Officer
|
Dated:
July 21, 2009