Page 6 of 8 SEC Filing
The
Statement on Schedule 13D filed December 14, 2015 (the “Statement”) filed by Mr. GU Guoping, Shanghai Phicomm Communication
Co., Ltd. (“Phicomm”), Phicomm Technology (Hong Kong) Co., Limited (“Phicomm HK”), The Smart Soho International
Limited (“Smart Soho” and, together with GU Guoping, Phicomm and Phicomm HK, the “Phicomm Group”) and
Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership)
(the “Fund” and, together with the Phicomm Group, the “Filing Persons”) relating to the Ordinary Shares,
par value US$0.00375 per share (the “Ordinary Shares”) of UTStarcom Holdings Corp., a Cayman Islands corporation (the
“Issuer”), as amended by Amendment No. 1 thereto filed December 22, 2015, is hereby further amended with respect to
the items set forth below in this Amendment No. 2. Capitalized terms used herein without definition have the same meanings as
those ascribed to them in the Statement.
| Item 2. | Identity and Background |
Item
2 of the Schedule is hereby amended by deleting the Fund from the group that may be deemed to have been formed by the Phicomm
Group and the Fund. This Amendment No. 2 is filed solely by the Phicomm Group.
| Item 4. | Purpose of Transaction |
Item
4 of the Schedule is hereby amended by the addition of the following information:
In
connection with the execution of the Third Amendment to the Purchase Agreement (see Item 6), Mr. William Wong resigned as a director
and Chief Executive Officer of the Issuer. Effective January 11, 2016, the Issuer’s board elected Mr. GU Guoping, the Chairman
of Phicomm, as a director to fill the vacancy on the board resulting from Mr. Wong’s resignation, and appointed Mr. Tenling
Ti as the Issuer’s Chief Executive Officer. The effectiveness of the resignations of certain other directors of the Issuer,
the enlargement of the Issuer’s board to eight directors and the election of additional designees of the Acquirer to fill
the resulting vacancies all remain subject to Sellers’ receipt of aggregate payments of US$64,569,626 out of the total purchase
price of US$70,439,592 for the Ordinary Shares. For additional information regarding such matters, see Item 4 of the Schedule
as originally filed. Under the Third Amendment, if the closing under the Purchase Agreement does not occur by June 30, 2016, the
Acquirer is obligated to procure Mr. GU’s resignation as a director of the Issuer.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item
6 of the Schedule is hereby amended by the addition of the following information:
On
January 8, 2016, Acquirer, Phicomm HK and the Sellers entered into a third amendment to the Purchase Agreement (the
“Third Amendment”). Pursuant to the Third Amendment, the parties agreed that the closing under the Purchase
Agreement will take place as soon as practicable as shall be agreed among the parties to the Purchase Agreement, but in no
event later than June 30, 2016. In consideration of certain waivers by the Sellers set forth in the Third Amendment, Acquirer
has made an additional payment of US$2,500,000 to the Shah Sellers and has agreed to deposit US$2,000,000 into an escrow
account. Upon closing, the escrowed funds will be applied against the purchase price for the Ordinary Shares. Under the Third
Amendment, additional sums may become payable to the Shah Sellers, depending on when and whether the closing occurs. In the
event the closing does not occur by June 30, 2016, a termination fee or a reverse termination fee may be payable, as provided
in the Third Amendment. The Acquirer has also agreed not to directly or indirectly transfer or otherwise dispose of any
Ordinary Shares or enter into any swap agreement or other arrangement that transfers to another person, in whole or in part,
any of the economic consequences of ownership of the Ordinary Shares. Phicomm HK’s pledge of its shares of the Acquirer
to the Fund pursuant to the Subscription Agreement (see Item 6 of the Schedule as originally filed) is excluded from the
operation of such restrictions.
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