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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 October 2011

Commission File Number: 001-33178

 

 

MELCO CROWN ENTERTAINMENT LIMITED

 

 

36^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(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  þ                     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 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  þ

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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MELCO CROWN ENTERTAINMENT LIMITED

Form 6-K

TABLE OF CONTENTS

 

Signature

Exhibit 20.1 - Results of Extraordinary General Meeting of the Registrant

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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.

 

Date: October 11, 2011

Exhibit 20.1

Results of Extraordinary General Meeting of Shareholders

of Melco Crown Entertainment Limited

On October 6, 2011, Melco Crown Entertainment Limited (the “Company”) held an extraordinary general meeting of shareholders, and the agenda items listed below were passed and approved by unanimous resolution as originally proposed.

 

1.

Approval of an increase in the authorized share capital of the Company from US$25,000,000 divided into 2,500,000,000 ordinary shares (“Shares”) of a nominal or par value of US$0.01 each to US$73,000,000 divided into 7,300,000,000 Shares of a nominal or par value of US$0.01 each, by the creation of an additional 4,800,000,000 Shares.

 

2.

Adoption of the new amended and restated memorandum and articles of association of the Company, such adoption being conditional upon the listing of the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

 

3.

Adoption of the new share incentive plan of the Company, such adoption being conditional upon the listing of the Shares on the Stock Exchange.

 

4.

Approval of the allotment and issuance of new Shares of up to 226,450,000 pursuant to the global offering (which consists of the offering of new Shares to the public in Hong Kong and outside Hong Kong) (the “Global Offering”) (taking into account of the new Shares to be issued pursuant to the over-allotment option if fully exercised) and pursuant to the conversion of the shareholders’ loans.

 

5.

Approval of the granting of a general mandate to the directors of the Company (the “Directors”) to allot, issue and deal with (including the power to make an offer or agreement, or grant securities which would or might require Shares to be allotted and issued), other than pursuant to, or in consequence of, the Global Offering, a rights issue, any scrip dividend scheme or similar arrangement, any adjustment of rights or subscribe for Shares under the options and warrants or a specific authority granted by the shareholders of the Company (the “Shareholders”), Shares with a total nominal value not exceeding 20% of the aggregate nominal amount of the Company’s share capital in issue immediately following completion of the Global Offering (excluding Shares which may be issued pursuant to the exercise of the over-allotment option) and the nominal amount of the share capital of the Company which may be purchased by the Company pursuant to the authority granted to the Directors as referred to in Resolution 6 below and such granting of a general mandate is conditional upon the listing of the Shares on the Stock Exchange. This Ordinary Resolution shall remain in effect until the conclusion of the next annual general meeting of the Company, or the expiration of the period within which the next annual general meeting of the Company, is required by the articles of association of the Company or any applicable laws to be held, or until revoked or varied by an ordinary resolution by the Shareholders in general meeting, whichever occurs first.

 

6.

Approval of the granting of a general mandate (the “Repurchase Mandate”) to the Directors to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, such number of Shares as will represent up to 10% of the aggregate nominal value of the share capital of the Company in issue immediately following the completion of the Global Offering and such granting of a general mandate is conditional upon the listing of the Shares on the Stock Exchange. This Ordinary Resolution shall remain in effect until the conclusion of the next annual general meeting of the Company, or the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held, or until revoked or varied by an ordinary resolution by the Shareholders in general meeting, whichever occurs first.

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7.

Approval of the granting of the authority to the Directors under Resolution 5 above be and is hereby extended by the addition thereto of an aggregate nominal amount of the share capital of the Company repurchased pursuant to the authority granted under Resolution 6 above and such granting of the authority is conditional upon the listing of the Shares on the Stock Exchange.