FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a16 OR 15d16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2012
Commission File Number: 001-33178
MELCO CROWN ENTERTAINMENT LIMITED
36th 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 20F or Form 40F. Form 20-F x 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 12g32(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g32(b): 82 N/A
MELCO CROWN ENTERTAINMENT LIMITED
Form 6K
TABLE OF CONTENTS
Exhibit 20.1 | Depositarys Notice of Annual General Meeting of the Registrant | |
Exhibit 20.2 | Registrants Notice of Annual General Meeting | |
Exhibit 20.3 | Voting Card |
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.
MELCO CROWN ENTERTAINMENT LIMITED | ||
By: | /s/ Geoffrey Davis | |
Name: | Geoffrey Davis, CFA | |
Title: | Chief Financial Officer |
Date: April 19, 2012
3
EXHIBIT INDEX
Exhibit |
Description | |
20.1 | Depositarys Notice of Annual General Meeting of the Registrant | |
20.2 | Registrants Notice of Annual General Meeting | |
20.3 | Voting Card |
Exhibit 20.1
Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services
19 April 2012
DEPOSITARY RECEIPTS
Depositarys Notice of Annual General Meeting of Shareholders of Melco Crown Entertainment Limited:
Issue: | Melco Crown Entertainment Limited / Cusip 585464100 | |
Country: | Incorporated in the Cayman Islands | |
Meeting Details: | Annual General Meeting of Shareholders of Melco Crown Entertainment Limited on 23 May 2012 4:00 p.m. (HK Time) at Salon III, Level 2, Grand Hyatt Macau, City of Dreams, Estrada do Istmo, Cotai, Macau. | |
Meeting Agenda: | The Companys Notice of Meeting including the Agenda is attached | |
Voting Deadline: | On or before 18 May 2012 at 3:00 p.m. (New York City Time) | |
ADR Record Date: | 5 April 2012 |
Ordinary Shares: ADR ratio | 3 ordinary shares: 1 ADR |
Holders of American Depositary Receipts (ADRs) representing ordinary shares, par value US$0.01 per share (the Deposited Securities) of Melco Crown Entertainment Limited (the Company) are hereby notified of the Companys Annual General Meeting of shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is attached.
Holders of record of ADRs as of the close of business on the ADR Record Date (the Holders) will be entitled, subject to any applicable law, the deposit agreement entered into on 22 December 2006 between the Company, Deutsche Bank Trust Company Americas as depositary (the Depositary) and the Holders and beneficial owners of American Depositary Shares (ADSs) (the Deposit Agreement), the Companys Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of voting rights, if any, pertaining to the Deposited Securities represented by their respective ADRs. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other Deposited Securities. Upon the timely receipt of written instructions of a Holder of ADRs on the ADR Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Companys Memorandum and Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the ordinary shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such ADR in accordance with such voting instructions. Neither the Depositary nor the Custodian (as defined in the Deposit Agreement) shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the ordinary shares or other Deposited Securities represented by ADRs except pursuant to and in accordance with such written instructions from the Holders. Notwithstanding the above, save for applicable provisions of the law of the Cayman Islands, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which such vote is cast or the effect of any such vote.
Deutsche Bank - Depositary Receipts
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Exhibit 20.2
MELCO CROWN ENTERTAINMENT LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2012
Dear Shareholders,
You are cordially invited to attend the Annual General Meeting of Shareholders of Melco Crown Entertainment Limited (the Company) which will be held at Salon III, Level 2, Grand Hyatt Macau, City of Dreams, Estrada do Istmo, Cotai, Macau on Wednesday, May 23, 2012 at 4:00 p.m. (Hong Kong time). The meeting is being held for the following purposes:
Ordinary Resolutions
1. | Ratification of the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission and to receive and adopt the financial statements and the directors and auditors reports for the year ended December 31, 2011. |
2. | Ratification of the appointment of and re-appoint the independent auditor, Deloitte Touche Tohmatsu, and to authorize the board (the Board) of directors (the Directors) of the Company to fix their remuneration. |
3. | (I) Grant a general and unconditional mandate to the Directors to issue new shares of the Company. |
(II) Extension of the general mandate granted to the Directors to issue new shares of the Company.
4. | Grant a general and unconditional mandate to the Directors to repurchase shares of the Company. |
5. | (I) (a) Re-election of Mr. Lawrence Yau Lung Ho as the Director. |
(b) Re-election of Mr. James Douglas Packer as the Director.
(c) Re-election of Mr. John Peter Ben Wang as the Director.
(d) Re-election of Mr. Yuk Man Chung as the Director.
(e) Re-election of Mr. William Todd Nisbet as the Director.
(f) Re-election of Mr. Rowen Bruce Craigie as the Director.
(g) Re-election of Mr. James Andrew Charles MacKenzie as the Director.
(h) Re-election of Mr. Thomas Jefferson Wu as the Director.
(i) Re-election of Mr. Yiu Wa Alec Tsui as the Director.
(j) Re-election of Mr. Robert Wason Mactier as the Director.
(II) Authorization of the Board to fix the remuneration of all the Directors.
Special Resolutions
6. | Approval on the adoption of the Chinese Company name: . |
7 | Amendment on the existing Amended and Restated Memorandum of Association (the Memorandum) and existing Amended and Restated Articles of Association (the Articles) of the Company, in the manner detailed in the notice convening the meeting, through the adoption of a replacement Amended and Restated Memorandum of Association and Articles of Association (the New Memorandum and Articles) and to authorize the Directors to do all such acts, deeds and things and execute all documents they consider necessary or expedient in connection with the implementation of or to give effect to the aforesaid amendment of Memorandum and Articles, including, without limitation, causing to be prepared and filed with the Cayman Islands Registrar of Companies, the New Memorandum and Articles adopted pursuant to this resolution. |
Only shareholders of record in the books of the Company at the close of business on 5 April 2012 will be entitled to vote at the meeting or any adjournment that may take place.
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her/its place. A proxy need not be a shareholder of the Company. A form of proxy is enclosed.
Shareholders are requested to complete, date, sign and return the enclosed proxy form to reach the Company as promptly as possible but not later than 48 hours prior to the Annual General Meeting or adjourned meeting at which the proxy is to be used. The giving of such proxy will not affect your right to vote in person should you decide to attend the Annual General Meeting or adjourned meeting.
Please note that copies of annual reports of the Company are available for shareholders. Should you want to obtain a copy, you can (1) send your request for a physical copy by e-mail to ir@melco-crown.com; (2) notify the Company of your e-mail address by sending your request to Investor Relations, Melco Crown Entertainment Limited, 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong and a soft copy will be sent to your e-mail address provided; (3) you may also view the annual report at the Companys website at www.melco-crown.com.
By Order of the Board of Directors,
/s/ Stephanie Cheung
Stephanie Cheung
Company Secretary
Exhibit 20.3
ANNUAL GENERAL MEETING TO BE HELD ON MAY 23, 2012
(Name of ADR holder)
(Number of ADRs held)
Resolutions presented for consideration by the Annual General Meeting of Shareholders on May 23, 2012
Ordinary Resolutions | Affirmative | Negative | Abstained | |||||
1. |
Ratification of the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission and to receive and adopt the financial statements and the directors and auditors reports for the year ended December 31, 2011.
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2. |
Ratification of the appointment of and re-appoint the independent auditor, Deloitte Touche Tohmatsu, and to authorize the board (the Board) of directors (the Directors) of the Company to fix their remuneration.
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3. |
(I) Grant a general and unconditional mandate to the Directors to issue new shares of the Company. |
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(II) Extension of the general mandate granted to the Directors to issue new shares of the Company.
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4. |
Grant a general and unconditional mandate to the Directors to repurchase shares of the Company.
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5. |
(I) (a) Re-election of Mr. Lawrence Yau Lung Ho as Director. | |||||||
(b) Re-election of Mr. James Douglas Packer as Director. |
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(c) Re-election of Mr. John Peter Ben Wang as Director. |
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(d) Re-election of Mr. Yuk Man Chung as Director. |
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(e) Re-election of Mr. William Todd Nisbet as Director. |
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(f) Re-election of Mr. Rowen Bruce Craigie as Director. |
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(g) Re-election of Mr. James Andrew Charles MacKenzie as Director. |
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(h) Re-election of Mr. Thomas Jefferson Wu as Director. |
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(i) Re-election of Mr. Yiu Wa Alec Tsui as Director. |
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(j) Re-election of Mr. Robert Wason Mactier as Director. |
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(II) Authorization of the Board to fix the remuneration of all Directors.
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Special Resolutions | ||||||||
6. |
Approval on the adoption of the Chinese Company name:
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7 |
Amendment on the existing Amended and Restated Memorandum of Association (the Memorandum) and existing Amended and Restated Articles of Association (the Articles) of the Company, in the manner detailed in the notice convening the meeting, through the adoption of a replacement Amended and Restated Memorandum of Association and Articles of Association (the New Memorandum and Articles) and to authorize the Directors to do all such acts, deeds and things and execute all documents they consider necessary or expedient in connection with the implementation of or to give effect to the aforesaid amendment of Memorandum and Articles, including, without limitation, causing to be prepared and filed with the Cayman Islands Registrar of Companies, the New Memorandum and Articles adopted pursuant to this resolution. |
(Signature)
* For identification purposes only