GRAVITY Co., Ltd. - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2005

GRAVITY Co., Ltd.
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(Translation of registrant’s name into English)
 
Shin-Gu Building, 620-2 Shinsa-Dong, Gangnam-Gu, Seoul, 135-894, Korea
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(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] 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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

Restatement of the Company’s previously issued Financial Statements 
 
 
    The audit committee of the board of the directors of the Company (the 
“Audit Committee”) has determined that the Company’s audited consolidated 
financial statements as of and for each of the years ended December 31, 2002, 
2003 and 2004 and its unaudited quarterly financial statements as of and for 
each of the three months ended March 31, 2005 and June 30, 2005 (the 
“Financial Statements”) will need to be restated.  The need for a restatement 
of the Financial Statements arises from the discovery and current 
investigation by the Audit Committee into the fact that certain royalty 
payments payable to the Company from certain licensees were not properly 
accounted for in the Financial Statements (the “Investigation”).  The 
Investigation was previously disclosed in the Company’s report on Form 6-K 
furnished to the Securities and Exchange Commission on October 18, 2005.  As a 
result of the foregoing, our Financial Statements should not be relied upon 
until the Investigation is completed and investors should look to the 
Financial Statements in their restated form when they become available.  Also, 
the Company and the Audit Committee have determined that financial statements 
as of and for the three months ended September 30, 2005 will be released only 
after completion of the Investigation and the restatement by the Company of 
its Financial Statements. 
 
    The Audit Committee, its special United States counsel, Cleary Gottlieb 
Steen & Hamilton LLP, its special Korean counsel Woo Yun Kang Jeong & Han, 
each of which was hired by the Audit Committee and Deloitte Anjin LLC, which 
was in turn hired by Woo Yun Kang Jeong & Han in connection with the 
Investigation, are currently considering the extent and timing of the 
restatements to the Financial Statements.  Although the Company has determined 
that certain adjustments to the Financial Statements will be necessary, the 
Company is not currently in a position to quantify the impact of any such 
adjustments to the Financial Statements as the Company’s analysis and review 
has not been finalized.  The Company and its Audit Committee have discussed 
the restatement of the Financial Statements with the Company’s independent, 
registered public accounting firm.  Although subject to change, the Audit 
Committee is expected to complete the Investigation in early December of 2005, 
subsequent to which, the Company’s independent, registered public accounting 
firm is expected to commence its audit of the Financial Statements in restated 
form, and the Company expects to issue such Financial Statements shortly 
thereafter.  The Company and its Audit Committee are working diligently to 
complete the Investigation and the restatement process. 
 
    In addition, the Company is expected to incur significant costs and 
expenses in connection with the Investigation and the restatements of its 
Financial Statements.  Although the Company is currently unable to quantify 
such costs and expenses, and the impact such costs and expenses will have on 
the Company’s financial statements in current and future periods, no assurance 
can be given that such costs and expenses will not have a material adverse 
effect on current and future financial results of the Company. 
 
 
Resignation of Mr. Seo and Suspension of duties of Mr. Yoon 
 
 
    On November 7, 2005, Mr. Kwan Shik Seo resigned from his position as the 
Company’s corporate controller for personal reasons.  Previously from March 
26, 2004 through July 15, 2005, Mr. Seo served as the Company’s chief 
financial officer under the Company’s former Chairman, Mr. Jung-Ryool Kim.   
 
    On November 11, 2005, the Company is expected to hold a meeting of its 
board of directors to vote on the termination of Mr. David Woong-Jin Yoon as 
the Company’s president.  Mr. Yoon has held this position since September 21, 
2005.  Prior to such date, Mr. Yoon had served as the Company’s chief 
executive officer and president under Mr. Jung-Ryool Kim.  
 
    Both Mr. Yoon and Mr. Seo currently serve as members of the Company’s 
board of directors and are expected to remain in such positions until the next 
scheduled general meeting of the shareholders of the Company.    
 
About GRAVITY Co., Ltd. 
    Based in Korea, Gravity is a developer and distributor of online games. 
Gravity’s principal product, Ragnarok Online, is currently commercially 
offered in 20 markets.  For more information visit www.gravity.co.kr. 
 
 
Forward-Looking Statements: 
 
Certain statements in this press release include forward-looking statements  
within the meaning of the U.S. Private Securities Litigation Reform Act of  
1995. Forward-looking statements generally can be identified by the use of  
forward- looking terminology, such as “may,” “will,” “expect,” “intend,”  
“estimate,” “anticipate,” “believe,” “project” or “continue” or the  
negative thereof or other similar words.  All forward-looking statements  
involve risks and uncertainties, including, but not limited to, the ability to 
 
diversify revenue, ability to collect license fees and royalty payments from  
overseas licensees and in a timely manner; ability to acquire, develop,  
license, launch, market or operate commercially successful online games;  
competition from companies that have greater financial resources; introduction 
 
of new products into the marketplace by competitors; the ability to recruit  
and retain quality employees as Gravity grows; and economic and political  
conditions globally. Actual results may differ materially from those discussed 
 
in, or implied by, forward-looking statements. The forward-looking statements  
speak only as of the date of this release and Gravity assumes no duty to  
update them to reflect new, changing or unanticipated events or circumstances. 
 
 
CONTACTS For GRAVITY:	 
 
In Korea: 
John C. Chung 
GRAVITY Co. Ltd. 
Tel: 82-2-3485-1002 
chchung@gravity.co.kr	 
 


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.
 
    GRAVITY Co., Ltd.
     
Date: 11/10/2005 By: /s/John C. Chung

  Name:  John C. Chung
  Title: Investor Relations Officer