UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Acorn International, Inc.
| (Name of Issuer) |
Ordinary Shares*
American Depositary Shares
| (Title of Class of Securities) |
004854105**
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s 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.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares. |
| ** | This CUSIP applies to the American Depositary Shares. |
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. 004854105 | SCHEDULE 13G | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert W. Roche |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
14,004,344 ordinary shares1 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
14,004,344 ordinary shares1 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,004,344 ordinary shares1 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%2 |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| 1 |
Includes (i) 12,053,094 ordinary shares; (ii) 630,000 American Depositary Shares, each representing 3 ordinary shares, held by Acorn Composite Corporation, of which Mr. Robert W. Roche is the sole owner; and (iii) 61,250 ordinary shares issueable upon the exercise of stock appreciation rights, or SARs, held by Mr. Roche, which includes SARS vesting within 60 days of December 31, 2008. |
| 2 |
Based on 88,270,618 total shares, which includes (i) 88,209,368 outstanding ordinary shares as of December 31, 2008; and (ii) 61,250 ordinary shares issuable pursuant to SARs held by Mr. Roche. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Acorn Composite Corporation |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
13,943,0943 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
13,943,0943 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,943,0943 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8%4 |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
| 3 |
Includes (i) 12,053,094 ordinary shares; and (ii) 630,000 American Depositary Shares, each representing 3 ordinary shares. |
| 4 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 4 of 7 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| Acorn International, Inc. (“Issuer”) | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 18F, 20 Baoshiyuan Building, 487 Tianlin Lu, Shanghai 200233, People’s Republic of China | ||||||||||||
| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| Robert W. Roche | ||||||||||||
| Acorn Composite Corporation | ||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, If None, Residence; Citizenship | ||||||||||
| Robert W. Roche c/o Acorn International Inc. 18F, 20 Baoshiyuan Building, 487 Tianlin Lu Shanghai 200233 People’s Republic of China |
||||||||||||
| Acorn Composite Corporation 350 S. Centre Street, Suite 500 Reno, NV 89501 USA |
||||||||||||
| Item 2 | (c) |
Citizenship | ||||||||||
| Robert W. Roche - United States of America | ||||||||||||
| Acorn Composite Corporation - Nevada | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Ordinary shares, par value US$0.01 | ||||||||||||
| American Depositary Shares | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 004854105 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 004854105 | SCHEDULE 13G | Page 5 of 7 Pages |
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | |||||||
| Robert W. Roche |
14,004,344 ordinary shares |
15.9 | %5 | 14,004,344 ordinary shares |
0 | 14,004,344 ordinary shares |
0 | ||||||
| Acorn Composite Corporation |
13,943,094 ordinary shares |
15.8 | %6 | 13,943,094 ordinary shares |
0 | 13,943,094 ordinary |
0 | ||||||
| Mr. Roche is the sole owner of Acorn Composite Corporation. Accordingly, Mr. Roche may be deemed to beneficially own all of the shares held by Acorn Composite Corporation. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| Not applicable. | ||||||||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person | |||||||||
| Not applicable. | ||||||||||
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |||||||||
| Not applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| Not applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not applicable. | ||||||||||
| Item 10. | Certifications | |||||||||
| Not applicable. | ||||||||||
| 5 |
Based on 88,270,618 total shares, which includes (i) 88,209,368 outstanding ordinary shares as of December 31, 2008; and (ii) 61,250 ordinary shares issuable pursuant to SARs held by Mr. Roche, which includes SARS vesting within 60 days of December 31, 2008. |
| 6 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 6 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
Dated: February 3, 2009
| Robert W. Roche | ||
| /s/ Robert W. Roche | ||
| Acorn Composite Corporation | ||
| By: | /s/ Robert W. Roche | |
| Name: | Robert W. Roche | |
| Title: | Director | |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 7 of 7 Pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A |
Joint Filing Agreement |