UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92554D 30 6 | Page 2 of 30 | |||||
1. | Name of Reporting Person: Victory Acquisition Corporation |
I.R.S. Identification Nos. of above persons (entities only): 73-1732082 |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: -0-(1) | |||||
8. | Shared Voting Power: -0-(1) | |||||
9. | Sole Dispositive Power: -0-(1) | |||||
10. | Shared Dispositive Power: -0-(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: -0- |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): -0-% | |||||
14. | Type of Reporting Person (See Instructions): CO | |||||
(1) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Victory was a member of a group that received shares of Vialta common stock from other Reporting Persons under the Contribution Agreement (as defined in Item 3). Upon the consummation of the Transaction, the separate corporate existence of Victory terminated, and all shares of Vialta common stock held by Victory and outstanding immediately prior to the effective time were cancelled and retired without consideration payable therefor, and each share of Victory common stock outstanding immediately prior to the effective time of the Transaction was converted into one share of Vialta, as the surviving corporation of the Transaction. |
CUSIP No. 92554D 30 6 | Page 3 of 30 | |||||
1. | Name of Reporting Person: Fred Shiu Leung Chan |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: United States of America |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: - | |||||
8. | Shared Voting Power: 27,686,686(2)(See Item 5) | |||||
9. | Sole Dispositive Power: - | |||||
10. | Shared Dispositive Power: 27,686,686(2)(See Item 5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(2)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): IN | |||||
(2) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Fred Shiu Leng Chan was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, the 27,636,636 shares of Vialta common stock over which Fred Shiu Leung Chan may be deemed to have shared voting and dispositive power consist of (i) 5,044,744 shares held of record in his name; (ii) 5,748,960 shares held of record by his wife Annie M.H. Chan; (iii) 8,042,932 shares held of record by the Annie M.H. Chan Living Trust (of which Mrs. Chan is the sole trustee); and (iv) 8,800,000 shares held of record by Evershine XVI, L.P., of which Mr. and Mrs. Chan are managing members of the general partner. The 27,636,636 shares represented in rows 8 and 10 exclude shares held by trusts for the benefit of Mr. Chans children, of which neither Mr. nor Mrs. Chan is a trustee. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 4 of 30 | |||||
1. | Name of Reporting Person: Annie M. H. Chan |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: United States of America |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: - | |||||
8. | Shared Voting Power: 27,686,686(3)(See Item 5) | |||||
9. | Sole Dispositive Power: - | |||||
10. | Shared Dispositive Power: 27,686,686(3)(See Item 5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(3)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): IN | |||||
(3) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Annie M.H. Chan was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, the 27,636,636 shares of Vialta common stock over which Annie M.H. Chan may be deemed to have shared voting and dispositive power consist of (i) 5,748,960 shares held of record in her name; (ii) 5,044,744 shares held of record by her husband Fred Shiu Leung Chan; (iii) 8,042,932 shares held of record by the Annie M.H. Chan Living Trust, of which Mrs. Chan is sole trustee; and (iv) 8,800,000 shares held of record by Evershine XVI, L.P., of which Mr. and Mrs. Chan are managing members of the general partner. The 27,636,636 shares represented in rows 8 and 10 exclude shares held by trusts for the benefit of Mrs. Chans children, of which neither Mr. nor Mrs. Chan is a trustee. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 5 of 30 | |||||
1. | Name of Reporting Person: Annie M. H. Chan TR UA 07-25-95, The Annie M. H. Chan Living Trust |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: - | |||||
8. | Shared Voting Power: 8,042,932(4)(See Item 5) | |||||
9. | Sole Dispositive Power: - | |||||
10. | Shared Dispositive Power: 8,042,932(4)(See Item 5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(4)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(4) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), the Annie M.H. Chan TR UA 07-25-95, The Annie M.H. Chan Living Trust was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, the Annie M.H. Chan TR UA 07-25-95, The Annie M.H.Chan Living Trust, of which Annie M.H. Chan is the sole trustee, holds of record 8,042,932 shares. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 6 of 30 | |||||
1. | Name of Reporting Person: Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The David Y. W. Chan Trust |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 974,410(5)(See Item 5) | |||||
8. | Shared Voting Power: - | |||||
9. | Sole Dispositive Power: 974,410(5)(See Item 5) | |||||
10. | Shared Dispositive Power: - | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(5)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(5) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The David Y.W. Chan Trust was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The David Y.W. Chan Trust holds of record 974,410 shares. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 7 of 30 | |||||
1. | Name of Reporting Person: Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The Edward Y. C. Chan Trust |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 974,408(6)(See Item 5) | |||||
8. | Shared Voting Power: - | |||||
9. | Sole Dispositive Power: 974,408(6)(See Item 5) | |||||
10. | Shared Dispositive Power: - | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(6)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(6) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The Edward Y.C. Chan Trust was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 12-21-87, The Edward Y.C. Chan Trust holds of record 974,408 shares. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 8 of 30 | |||||
1. | Name of Reporting Person: Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 3-16-92, The Michael Y. J. Chan Trust |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 334,939(7)(See Item 5) | |||||
8. | Shared Voting Power: - | |||||
9. | Sole Dispositive Power: 334,939(7)(See Item 5) | |||||
10. | Shared Dispositive Power: - | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(7)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(7) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 3-16-92, The Michael Y.J. Chan Trust was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, Mee Sim Lee & Sung Kook Kim & Myong Shin Kim TR UA DTD 3-16-92, The Michael Y.J. Chan Trust holds of record 334,939 shares. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 9 of 30 | |||||
1. | Name of Reporting Person: Shiu Leung Chan & Annie M. H. Chan Gift Trust Dated 11/20/92 |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 2,119,447(8)(See Item 5) | |||||
8. | Shared Voting Power: - | |||||
9. | Sole Dispositive Power: 2,119,447(8)(See Item 5) | |||||
10. | Shared Dispositive Power: - | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(8)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(8) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), the Shiu Leung Chan & Annie M.H. Chan Gift Trust Dated 11/20/92 was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, the Shiu Leung Chan & Annie M.H. Chan Gift Trust Dated 11/20/92 holds of record 2,119,447 shares. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 10 of 30 | |||||
1. | Name of Reporting Person: Evershine XVI, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (See Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: - | |||||
8. | Shared Voting Power: 8,800,000(9)(See Item 5) | |||||
9. | Sole Dispositive Power: - | |||||
10. | Shared Dispositive Power: 8,800,000(9)(See Item 5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(9)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): PN | |||||
(9) | Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Evershine XVI, L.P. was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, Evershine XVI, L.P. holds of record 8,800,000 shares, over which the managing members of its sole general partner exercise voting and dispositive power. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 11 of 30 | |||||
1. | Name of Reporting Person: Everbright II, LLC |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO (see Item 3) |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: State of California |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: - | |||||
8. | Shared Voting Power: 8,800,000(10)(See Item 5) | |||||
9. | Sole Dispositive Power: - | |||||
10. | Shared Dispositive Power: 8,800,000(10)(See Item 5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 32,039,840(10)(See Item 5) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by Amount in Row (11): 100%*(See Item 5) | |||||
14. | Type of Reporting Person (See Instructions): OO | |||||
(10) | Everbright II, LLC is the general partner of Evershine XVI, L.P.; Fred Shiu Leung Chan and Annie M.H. Chan are its managing members. Before the consummation on October 7, 2005 of the Transaction (as defined in Item 3), pursuant to Merger Agreement (as defined in Item 3), Evershine XVI, L.P. was a member of a group that contributed shares of Vialta common stock to Victory Acquisition Corp. in exchange for shares of Victory common stock under the Contribution Agreement (as defined in Item 3). The 32,039,840 shares listed in row 11 above are shares of Vialta common stock received by the group upon the effective time of the Transaction in exchange for its shares of Victory Acquisition Corp. Of these shares of Vialta common stock, Everbright II, LLC, shares voting and dispositive power over 8,800,000 shares held by Evershine XVI, L.P., by virtue of its position as its general partner. | |
* | Based on conversion of all outstanding shares of Victory Acquisition Corp. into an aggregate of 32,039,840 shares of the Issuers common stock and the conversion of all other shares of Issuer (other than those held by Victory, which were cancelled) into the right to receive $0.36 per share, upon the effective time of the Transaction. |
CUSIP No. 92554D 30 6 | Page 12 of 30 Pages |
CUSIP No. 92554D 30 6 | Page 13 of 30 Pages |
CUSIP No. 92554D 30 6 | Page 14 of 30 Pages |
Number of Shares of | ||||||||
Issuer Common Stock | % Interest in | |||||||
Former Victory Stockholder | Contributed | Victory | ||||||
Fred Shiu Leung Chan |
5,044,744 | 15.7 | % | |||||
Annie M.H. Chan |
5,748,960 | 17.9 | % | |||||
Annie M. H. Chan TR UA
07-25-95, The Annie M. H. Chan
Living Trust |
8,042,932 | 25.1 | % | |||||
Mee Sim Lee & Sung Kook Kim &
Myong Shin Kim TR UA DTD
12-21-87, The David Y. W. Chan
Trust |
974,410 | 3.0 | % | |||||
Mee Sim Lee & Sung Kook Kim &
Myong Shin Kim TR UA DTD
12-21-87, The Edward Y. C.
Chan Trust |
974,408 | 3.0 | % | |||||
Mee Sim Lee & Sung Kook Kim &
Myong Shin Kim TR UA DTD
3-16-92, The Michael Y. J.
Chan Trust |
334,939 | 1.0 | % | |||||
Shiu Leung Chan & Annie M. H.
Chan Gift Trust Dated 11/20/92 |
2,119,447 | 6.6 | % | |||||
Evershine XVI, L.P. |
8,800,000 | 27.5 | % | |||||
TOTALS: |
32,039,840 | 100.0 | % |
CUSIP No. 92554D 30 6 | Page 15 of 30 Pages |
(i) | all shares of Vialta common stock that were held immediately prior to the effective time of the Transaction (1) in the treasury of Vialta, (2) by any wholly-owned subsidiary of Vialta, (3) by Victory or (4) by any of the Victory Stockholders were cancelled and retired without consideration payable therefor; | ||
(ii) | each other share of Vialta common stock outstanding immediately prior to the effective time of the Transaction (other than any share as to which a dissenting stockholder had perfected and not lost appraisal or dissenters rights under Delaware or California law, respectively, which share was converted into the right to receive such consideration as may be determined pursuant to applicable Delaware or California law) was converted into the right to receive $0.36 in cash without interest upon surrender and acceptance of the certificates for such shares by Vialtas Exchange Agent; | ||
(iii) | each share of Victory common stock outstanding immediately prior to the effective time of the Transaction was converted into one share of common stock of Vialta, as the surviving corporation of the Transaction, resulting in the Reporting Persons owning, as a group, 100% of the Issuer Common Stock outstanding immediately after completion of the Transaction; | ||
(iv) | each vested option to acquire Vialta common stock outstanding immediately prior to the effective time of the Transaction (each an Issuer Option) (other than those held by Victory, its officers, directors, stockholders or affiliates (each a Victory Option)) was cancelled and converted into the right to receive cash in respect of such Issuer Option in an amount equal to the product of (A) the excess, if any, of the $0.36 per share merger consideration over the per share exercise price of such Issuer Option, multiplied by (B) the number of vested shares subject to such Issuer Option, without interest and net of any withholding taxes, subject to the option holders execution and delivery of a written consent on a form provided by Vialtas Exchange Agent to the effect that the cash payment for such option is in full consideration for cancellation of such Issuer Option; and | ||
(v) | each outstanding Victory Option (if any) was cancelled without consideration. |
CUSIP No. 92554D 30 6 | Page 16 of 30 Pages |
CUSIP No. 92554D 30 6 | Page 17 of 30 Pages |
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CUSIP No. 92554D 30 6 | Page 20 of 30 Pages |
CUSIP No. 92554D 30 6 | Page 21 of 30 Pages |
CUSIP No. 92554D 30 6 | Page 22 of 30 Pages |
By:
|
/s/ Fred Shiu Leung Chan
|
Name:
|
Fred Shiu Leung Chan
|
By:
|
/s/ Annie M.H. Chan
|
Name:
|
Annie M.H. Chan
|
CUSIP No. 92554D 30 6 | Page 23 of 30 Pages |
By:
|
/s/ Annie M.H. Chan
|
Name:
|
Annie M.H. Chan
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim | |||
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
CUSIP No. 92554D 30 6 | Page 24 of 30 Pages |
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
CUSIP No. 92554D 30 6 | Page 25 of 30 Pages |
By:
|
/s/ Annie M. H. Chan
|
Name:
|
Annie M. H. Chan
|
By:
|
/s/ Annie M. H. Chan
|
Name:
|
Annie M. H. Chan
|
Title:
|
As Managing Member
|
By:
|
/s/ Fred S. L. Chan
|
Name:
|
Fred S. L. Chan
|
Title:
|
As Managing Member
|
By:
|
/s/ Fred S. L. Chan
|
Name: |
Fred S. L. Chan | |||
Title:
|
Chairman
|
CUSIP No. 92554D 30 6 | Page 26 of 30 Pages |
By:
|
/s/ Fred Shiu Leung Chang
|
Name:
|
Fred Shiu Leung Chang
|
By:
|
/s/ Annie M.H. Chan
|
Name:
|
Annie M.H. Chan
|
CUSIP No. 92554D 30 6 | Page 27 of 30 Pages |
By:
|
/s/ Annie M.H. Chan
|
Name:
|
Annie M.H. Chan
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
CUSIP No. 92554D 30 6 | Page 28 of 30 Pages |
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
By:
|
/s/ Myong Shin Kim
|
Name:
|
Myong Shin Kim
|
Title:
|
Trustee
|
By:
|
/s/ Mee Sim Lee
|
Name:
|
Mee Sim Lee
|
Title:
|
Trustee
|
By:
|
/s/ Sung Kook Kim
|
Name:
|
Sung Kook Kim
|
Title:
|
Trustee
|
CUSIP No. 92554D 30 6 | Page 29 of 30 Pages |
By:
|
/s/ Annie M.H. Chan
|
Name:
|
Annie M. H. Chan
|
By:
|
/s/ Annie M. H. Chan
|
Name:
|
Annie M. H. Chan
|
Title:
|
As Managing Member
|
By:
|
/s/ Fred Shiu Leung Chan
|
Name:
|
Fred Shiu Leung Chan
|
Title:
|
As Managing Member
|
By:
|
/s/ Fred Shiu Leung Chan
|
Name: |
Fred Shiu Leung Chan | |||
Title:
|
Chairman
|
CUSIP No. 92554D 30 6 | Page 30 of 30 Pages |
Exhibit | Title | |
A
|
Agreement and Plan of Reorganization, dated as of March 28, 2005, by and between Victory Acquisition Corporation and Vialta, Inc. (filed as Exhibit 10.1 to the Issuers Form 8-K filed with the Commission on March 31, 2005, and incorporated herein by reference). | |
B
|
Contribution Agreement, dated as of March 28, 2005, by and between Victory Acquisition Corporation and the Victory Shareholders.* | |
C
|
Voting Agreement, dated as of March 28, 2005, by and between Victory Acquisition Corporation and Vialta, Inc. * | |
D
|
Pledge Agreement, dated as of March 28, 2005, by and between Victory Acquisition Corporation and Vialta, Inc. * | |
E
|
Additional Contribution Agreement, dated as of March 28, 2005, by and between Victory Acquisition Corporation and Mr. Fred Shiu Leung Chan. * | |
F
|
Amendment to the Agreement and Plan of Reorganization, dated as of August 2, 2005, by and between Victory and Vialta (included as Annex A-2 to the Definitive Proxy Statement of Vialta, Inc. incorporated by reference to the Schedule 14A filed by Vialta, Inc. on October 7, 2005). | |
G
|
Amendment No. 2 to the Agreement and Plan of Reorganization, dated as of August 26, 2005, by and between Victory and Vialta ((included as Annex A-3 to the Definitive Proxy Statement of Vialta, Inc. incorporated by reference to the Schedule 14A filed by Vialta, Inc. on October 7, 2005). | |
H.
|
Certificate of Merger of Victory into Vialta, in the form filed with the Delaware Secretary of State on October 7, 2005. |
* | previously filed. |