FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2003
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Commission File Number: 333-100069
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NETEASE.COM, INC.
Suite 1901, Tower E3
The Towers, Oriental Plaza
Dong Cheng District
Beijing, People's Republic of China 100738
(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
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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 by furnishing the information contained in
this Form, the registrant 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
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82- N.A.
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Page 1 of 5 Pages
The index of exhibits may be found at Page 2
NETEASE.COM, INC.
Form 6-K
TABLE OF CONTENTS
Page
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Signature Page 3
Press Release Regarding Pricing of Zero Coupon Exhibit 99.1, Page 4
Convertible Subordinated Notes
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.
NETEASE.COM, INC.
By: /s/ Ted Sun
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Name: Mr. Ted Sun
Title: Acting Chief Executive Officer
and Director
Date: July 9, 2003
[LOGO OF NETEASE] Press Release
Contact for Media and Investors:
Ms. Olive Wang
NetEase.com, Inc.
ir@corp.netease.com
8610-8518-0163, ext. 8243
Jessica Barist Cohen
Ogilvy Public Relations Worldwide
jessica.cohen@ogilvy.com
8621-6218-3009, ext. 238
NetEase.com, Inc. Prices $75 Million
Zero Coupon Convertible Subordinated Notes Offering
(Beijing, July 8, 2003) - NetEase.com, Inc. (Nasdaq: NTES), today announced the
pricing of $75 million aggregate principal amount of Zero Coupon Convertible
Subordinated Notes due 2023, first putable July 15, 2006, in a private offering.
The sale of the notes is expected to close on July 14, 2003. The initial
purchaser has an option to purchase up to an additional $25 million in aggregate
principal amount of the notes.
The notes will not bear interest, have a zero yield to maturity and will be
convertible, subject to certain conditions, into NetEase's ordinary shares at a
conversion price of approximately $0.4815 per ordinary share (equivalent to
$48.15 per American Depositary Share), subject to certain antidilution
adjustments. This represents a 23% conversion premium based on the closing bid
price of $39.15 of NetEase's American Depositary Shares on the Nasdaq National
Market on July 7, 2003.
The convertible subordinated notes were placed in a private placement
transaction pursuant to Rule 144A under the Securities Act of 1933. Neither the
convertible subordinated notes nor the ordinary shares of NetEase issuable upon
conversion of the notes have been registered under the Securities Act and may
not be offered or sold in the United States or to a U.S. person absent
registration or an applicable exemption from the registration requirements.
[LOGO OF NETEASE]
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
* * *
This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these forward-looking
statements by terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements. The accuracy
of these statements may be impacted by a number of business risks and
uncertainties that could cause actual results to differ materially from those
projected or anticipated, including risks related to: the risk that the offering
of convertible subordinated notes may not close; the risk that if we do issue
such notes, we may not be able to satisfy our obligations under the indenture
for the notes which could lead to a default on the notes and an adverse effect
on our business and financial condition; the risk that we may not use the
proceeds from this offering in a productive manner; and other risks outlined in
our filings with the Securities and Exchange Commission, including our
registration statement on Form F-1, as amended. NetEase does not undertake any
obligation to update this forward-looking information, except as required under
applicable law.