UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Gravity Co., Ltd.
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(Name of Issuer)
American Depository Shares*
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(Title of Class of Securities)
38911N107
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(CUSIP Number)
Moon Capital Master Fund Ltd.
c/o Moon Capital Management LP
499 Park Avenue, 8th Floor
New York, NY 10022
Attention: Andrew L. Wright, Esq.
General Counsel
(212) 652-4567
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Sey-Hyo Lee, Esq.
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 2006
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |X|
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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
----------------
* Each American Depository Share represents one-fourth of one share of common
stock, par value Won 500 per share (the "Common Stock").
SCHEDULE 13D
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CUSIP No. 38911N107 Page 2 of 17 Pages
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--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Moon Capital Master Fund Ltd.
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ---------------------------------------------------------------------
------------------- ------- ---------------------------------------------------
NUMBER OF
7 SOLE VOTING POWER
SHARES
-0-
------- ---------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
2,116,346 ADSs(1)
------- ---------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ---------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
2,116,346 ADSs(1)
------------------- ------- ---------------------------------------------------
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,346 ADSs(1)
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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---------------------
(1) Represents 529,086.5 shares of Common Stock.
SCHEDULE 13D
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CUSIP No. 38911N107 Page 3 of 17 Pages
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--------- ---------------------------------------------------------------------
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Moon Capital Management LP
--------- ---------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ---------------------------------------------------------------------
3
SEC USE ONLY
--------- ---------------------------------------------------------------------
4
SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ---------------------------------------------------------------------
------------------- ------- ---------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
-0-
------- ---------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY
2,116,346 ADSs(1)
------- ---------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ---------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
2,116,346 ADSs(1)
------------------- ------- ---------------------------------------------------
--------- ---------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,346 ADSs(1)
--------- ---------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------- ---------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock
--------- ---------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
PN
--------- ---------------------------------------------------------------------
---------------------
(1) Represents 529,086.5 shares of Common Stock.
SCHEDULE 13D
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CUSIP No. 38911N107 Page 4 of 17 Pages
------------------------- ------------------------
--------- ---------------------------------------------------------------------
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JWM Capital LLC
--------- ---------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ---------------------------------------------------------------------
3
SEC USE ONLY
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4
SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ---------------------------------------------------------------------
------------------- ------- ---------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
-0-
------- ---------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY
2,116,346 ADSs(1)
------- ---------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ---------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
2,116,346 ADSs(1)
------------------- ------- ---------------------------------------------------
--------- ---------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,346 ADSs(1)
--------- ---------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------- ---------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock
--------- ---------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
OO
--------- ---------------------------------------------------------------------
---------------------
(1) Represents 529,086.5 shares of Common Stock.
SCHEDULE 13D
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CUSIP No. 38911N107 Page 5 of 17 Pages
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--------- ---------------------------------------------------------------------
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John W. Moon
--------- ---------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------- ---------------------------------------------------------------------
3
SEC USE ONLY
--------- ---------------------------------------------------------------------
4
SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------- ---------------------------------------------------------------------
------------------- ------- ---------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
-0-
------- ---------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY
2,116,346 ADSs(1)
------- ---------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ---------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
2,116,346 ADSs(1)
------------------- ------- ---------------------------------------------------
--------- ---------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,346 ADSs(1)
--------- ---------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------- ---------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% of outstanding shares of Common Stock
--------- ---------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
IN
--------- ---------------------------------------------------------------------
---------------------
(1) Represents 529,086.5 shares of Common Stock.
CUSIP NO. 38911N107 SCHEDULE 13D Page 6 of 17 Pages
Item 1. Security and Issuer.
This statement relates to American Depository Shares ("ADSs")
representing shares of common stock, par value Won 500 per share (the "Common
Stock"), of Gravity Co., Ltd., a corporation organized under the laws of the
Republic of Korea ("Gravity"). Each ADS represents one-fourth of one share of
Common Stock. Gravity's principal executive office is located at 14th Floor,
Meritz Tower, 825-2 Yeoksam-Dong, Gangnam-Gu, Seoul, 135-934, Korea.
Item 2. Identity and Background.
This statement is being filed by:
(i) Moon Capital Master Fund Ltd., a Cayman Islands exempted company (the
"Master Fund"), with respect to ADSs directly owned by it;
(ii) Moon Capital Management LP, a Delaware limited partnership (the
"Investment Manager"), which serves as the investment manager of the
Master Fund, with respect to ADSs directly owned by the Master Fund;
(iii) JWM Capital LLC, a Delaware limited liability company (the "IMGP"),
which serves as the general partner of the Investment Manager, with
respect to ADSs directly owned by the Master Fund;
(iv) Mr. John W. Moon ("Mr. Moon"), who serves as the managing member of
the IMGP with respect to ADSs directly owned by the Master Fund.
The Master Fund, the Investment Manager, the IMGP and Mr. Moon are
hereinafter sometimes collectively referred to as the "Reporting Persons". Any
disclosures made herein with respect to persons or entities other than the
Reporting Persons are made on information and belief. By virtue of the
communications among the Reporting Persons and representatives of Ramius Capital
Group, LLC and certain of its affiliates (collectively the "Ramius Entities") as
to the matters more fully described in Item 4 and the Sharing Agreement, dated
as of March 28, 2006, between the Reporting Persons and the Ramius Entities as
to the sharing of certain information and expenses attached as an exhibit to
this Schedule 13D, the Reporting Persons may be deemed to be a "group" with the
Ramius Entities for purposes of the Securities Exchange Act of 1934, as amended
(the "Act"). Although the Reporting Persons do not affirm that such a group has
been formed, this disclosure is being made to ensure compliance with the Act. On
the basis of information provided to the Reporting Persons by the Ramius
Entities, the Reporting Persons believe that the Ramius Entities are the
beneficial owners of an aggregate of 1,756,372 ADSs representing approximately
6.3% of the outstanding shares of Common Stock. The Reporting Persons expressly
disclaim beneficial ownership of securities held by any person or entity other
than the various accounts under the Reporting Persons' management and control.
The securities reported herein as being beneficially owned by the Reporting
Persons do not include any
CUSIP NO. 38911N107 SCHEDULE 13D Page 7 of 17 Pages
securities held by the Ramius Entities (including but not limited to accounts
or entities under its control) or any other person or entity other than the
various entities and accounts under the Reporting Persons' management and
control.
The address of the business office of each of the Reporting Persons is
499 Park Avenue, 8th Floor, New York, NY 10022.
Each of the Investment Manager and the IMGP is organized under the laws
of the State of Delaware. The Master Fund is organized under the laws of the
Cayman Islands. Mr. Moon is a citizen of the United States of America.
The name, business address and present principal occupation or
employment (including the name and address of the corporation or organization
in which such employment is conducted) of each executive officer and director of
the Master Fund and Moon Capital Global Equity Offshore Fund Ltd., a Cayman
Islands limited company and the controlling person of the Master Fund (the
"Offshore Fund"), is set forth in Schedule A to this statement and is
incorporated herein by reference in its entirety. To the undersigned's
knowledge, all such persons are citizens of the United States unless otherwise
noted in Schedule A. During the last five years, none of the Reporting Persons
nor, to undersigned's knowledge, the Offshore Fund or any of Master Fund's or
Offshore Fund's executive officers or directors has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All of the funds used to purchase the ADSs described in this Schedule
13D came from investment funds under management of the Investment Manager.
Item 4. Purpose of Transaction.
The Reporting Persons purchased their ADSs based on their belief that
the Common Stock underlying the ADSs at the time of purchase were substantially
undervalued and represented an attractive investment opportunity. The Reporting
Persons originally acquired their Gravity securities for investment purposes in
the ordinary course of business, and have previously reported their ownership of
ADSs on Schedule 13G. The Reporting Persons are filing this Schedule 13D to
reflect the formation of the Committee (as defined below) with the other members
of the Committee and to reflect the Committee's intention to take certain
actions as described in this Item 4.
The Reporting Persons and the Ramius Entities have formed The Gravity
Committee for Fair Treatment of Minority Shareholders (the "Committee") to
protect the rights of minority shareholders of Gravity (Nasdaq: GRVY) and to
maximize the value of the Common Stock. The Committee believes that Gravity's
Board of Directors (the "Gravity Board")
CUSIP NO. 38911N107 SCHEDULE 13D Page 8 of 17 Pages
approved transactions that may have benefited Taizo Son and other entities
affiliated with Taizo Son or SOFTBANK Corp. ("SOFTBANK"), including GungHo
Online Entertainment ("GungHo") (JP: 3765), to the potential detriment of
Gravity's minority shareholders. Based on public filings, the Committee
believes that Taizo Son beneficially owns approximately 52.4% of Gravity's
Common Stock. In addition, based on public filings, the Committee believes that
Taizo Son owns approximately 82% of Asian Groove, Inc., which owns
approximately 32% of GungHo, and that SOFTBANK owns approximately 45% of
GungHo. SOFTBANK's President, Masayoshi Son, is Taizo Son's brother.
In August 2005, according to public filings, an affiliate of Taizo Son,
with financing facilitated by Masayoshi Son or his affiliates, purchased a 52.4%
interest in Gravity from Mr. Jung Ryool Kim, Gravity's founder, and certain
members of his family (the "Controlling Purchase"). The purchase price of $24.70
per ADS represented a premium of over three times the then current share price.
According to GungHo's 2005 financial statements, substantially all of GungHo's
revenue was derived from products licensed from or sold and licensed to Gravity
with 82% of the revenue generated by the license from Gravity of the popular
online game Ragnarok, which license expires in August 2006. The Committee
believes that the $24.70 per ADS price paid by the Taizo Son affiliate in the
Controlling Purchase indicates that Ragnarok, among other things, is extremely
important to GungHo's business. The Committee also believes that changes in the
Gravity Board and management since the completion of the Controlling Purchase
may have been effected to protect GungHo's interests, to the potential detriment
of Gravity's minority shareholders.
The Committee intends to examine, among other things, potential
conflicts of interest among members of the Gravity Board, several related party
transactions entered into between Gravity and entities affiliated with Taizo Son
or SOFTBANK, and the potential for future conflicts of interest in transactions
between Gravity and entities affiliated with Taizo Son or SOFTBANK.
In particular, the Committee believes that Taizo Son and the Gravity
Board may have conflicts of interest and may not seek to maximize value for all
Gravity shareholders in upcoming negotiations for a renewal of the license for
Ragnarok, Gravity's main revenue driver. GungHo's license of Ragnarok expires in
August 2006. The Committee is also concerned that the Gravity Board may not
authorize management to solicit alternative bidders for the Ragnarok license to
create maximum value for Gravity shareholders.
In order to maximize the value of Gravity's Common Stock and in order
to protect the rights of minority shareholders, the Committee, among other
things, may:
o Hold discussions with holders of Common Stock in Korea, with the
possible future inclusion of these holders in the Committee;
o Consider converting all or a portion of their ADSs into Common
Stock;
o Seek to nominate independent members to the Gravity Board,
potentially at a special Extraordinary General Meeting of
Shareholders to monitor Gravity's negotiations of the Ragnarok
license and to establish and oversee an auction
CUSIP NO. 38911N107 SCHEDULE 13D Page 9 of 17 Pages
process to determine whether alternative parties might offer
terms superior to those offered by GungHo;
o Seek to negotiate with Taizo Son a resolution whereby Taizo Son or
one of his affiliates offers to acquire all the Common Stock held
by the minority shareholders; and/or
o If necessary, commence litigation against Gravity, its management
and/or the Gravity Board in Japan, Korea and/or in the United
States.
In the event that entities affiliated with Taizo Son or SOFTBANK offer
to buy the Common Stock of the minority shareholders, the Committee intends to
only entertain a proposal that offers fair value and is made available to all
Gravity minority shareholders. The Committee notes that, according to public
filings, an affiliate of Taizo Son, with financing facilitated by Masayoshi Son
or his affiliates, paid $24.70 per ADS in the Controlling Purchase. The
Committee believes that Gravity's prospects are strong and that Gravity has
significant potential for additional licensing revenues from games not yet
released, including, among others, Requiem and Ragnarok 2.
The Committee has retained Hannuri Partners as legal counsel in Korea.
Certain members of the Committee have retained Schulte Roth & Zabel LLP and
Chadbourne & Parke LLP as legal counsel in the United States.
Certain members of the Committee entered into the Sharing Agreement, as
more fully described in Item 6.
The Reporting Persons may, alone or with others, communicate with or
pursue discussions with Gravity, and with other shareholders and other third
parties, with respect to the matters described above and potentially with
respect to other matters of concern with respect to the Reporting Persons'
investment in the ADSs.
Except to the extent set forth above, or in any other Item hereof, the
Reporting Persons do not have any present plans or proposals that relate to or
would result in any of the matters set forth in Item 4 of Schedule 13D. However,
the Reporting Persons may, at any time and from time to time, review or
reconsider their position with respect to Gravity, and formulate (and modify)
plans or proposals with respect to any such matters. The Reporting Persons
intend to review their investment in Gravity on a continuing basis and may
engage in discussions with management, the Gravity Board, other shareholders of
Gravity and other relevant parties concerning the business, operations, board
composition, management, strategy and future plans of Gravity. Depending on
various factors including, without limitation, Gravity's financial position and
strategic direction, the outcome of the discussions and actions referenced in
this Item 4, actions taken by the Gravity Board, the price levels of the ADSs
and/or the Common Stock, availability of funds, subsequent developments
affecting Gravity, Gravity's business, other investment and business
opportunities available to the Reporting Persons, conditions in the securities
market, general economic and industry conditions and other factors that the
Reporting Persons may deem relevant from time to time, the Reporting Persons may
maintain their investment at current levels or may in the future take such
actions with respect to their investment in Gravity as they deem appropriate
CUSIP NO. 38911N107 SCHEDULE 13D Page 10 of 17 Pages
including, without limitation, purchasing additional ADSs and/or shares of
Common Stock or selling some or all of their ADSs and/or shares of Common Stock,
engaging in short selling of or any hedging or similar transactions with respect
to the ADS and/or Common Stock, or changing their intention with respect to any
and all matters referred to in this Item 4. Any acquisition or disposition of
ADSs and/or shares of Common Stock, or short sale or other hedging transaction
with respect to the ADSs and/or shares of Common Stock, by the Reporting Persons
may be effected through open market or privately negotiated transactions, or
otherwise.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Persons have the following interests in the
securities of Gravity:
(a) Moon Capital Master Fund Ltd.
(i) Amount beneficially owned: 2,116,346 ADSs(5)
The percentages used herein and in the rest of this
Schedule 13D are calculated based upon the 6,948,900 shares of
Common Stock issued and outstanding as of the date hereof,
including through ADSs.
(ii) Percent of class: 7.6% of outstanding shares of Common Stock
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 2,116,346 ADSs(1)
(c) Sole power to dispose or direct the disposition: -0-
(d) Shared power to dispose or direct the disposition:
2,116,346 ADSs(1)
(b) Moon Capital Management LP
(i) Amount beneficially owned: 2,116,346 ADSs(1)
(ii) Percent of class: 7.6% of outstanding shares of Common Stock
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 2,116,346 ADSs(1)
---------------------
(1) Represents 529,086.5 shares of Common Stock.
CUSIP NO. 38911N107 SCHEDULE 13D Page 11 of 17 Pages
(c) Sole power to dispose or direct the disposition: -0-
(d) Shared power to dispose or direct the disposition:
2,116,346 ADSs(1)
(c) JWM Capital LLC
(i) Amount beneficially owned: 2,116,346 ADSs(1)
(ii) Percent of class: 7.6% of outstanding shares of Common Stock
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 2,116,346 ADSs(1)
(c) Sole power to dispose or direct the disposition: -0-
(d) Shared power to dispose or direct the disposition:
2,116,346 ADSs(1)
(d) Mr. John W. Moon
(i) Amount beneficially owned: 2,116,346 ADSs(1)
(ii) Percent of class: 7.6% of Outstanding shares of Common Stock
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote: 2,116,346 ADSs(6)
(c) Sole power to dispose or direct the disposition: -0-
(d) Shared power to dispose or direct the disposition:
2,116,346 ADSs(1)
---------------------
(1) Represents 529,086.5 shares of Common Stock.
CUSIP NO. 38911N107 SCHEDULE 13D Page 12 of 17 Pages
B. To the undersigned's knowledge, set forth on Schedule B to this
statement, which is incorporated herein by reference in its entirety,
is a table showing the aggregate number and percentage ownership of
ADSs and shares of Common Stock (including ADSs or shares for which
there is a right to acquire) for the Offshore Fund and each executive
officer and director of the Master Fund and the Offshore Fund,
identifying the number of shares as to which there is sole or shared
power to vote or dispose.
C. Except as set forth below, none of the Reporting Persons nor, to the
undersigned's knowledge, the Offshore Fund or any of the Master Fund's
or the Offshore Fund's executive officers or directors has engaged in
any transactions involving ADSs or Common Stock during the 60 days
prior to the date of this statement.
On January 30, 2006 the Master Fund purchased 1,499 ADSs on the open
market at a price of $7.28 per share.
On January 31, 2006 the Master Fund purchased 1,300 ADSs on the open
market at a price of $7.10 per share.
On February 2, 2006 the Master Fund purchased 500 ADSs on the open
market at a price of $7.31 per share.
On February 2, 2006 the Master Fund purchased 180 ADSs on the open
market at a price of $7.25 per share.
On February 3, 2006 the Master Fund purchased 1,000 ADSs on the open
market at a price of $7.28 per share.
On February 6, 2006 the Master Fund purchased 100 ADSs on the open
market at a price of $7.45 per share.
On February 8, 2006 the Master Fund purchased 27,370 ADSs on the open
market at a price of $7.23 per share.
On February 9, 2006 the Master Fund purchased 13,500 ADSs on the open
market at a price of $7.10 per share.
On February 10, 2006 the Master Fund purchased 897 ADSs on the open
market at a price of $7.16 per share.
On February 13, 2006 the Master Fund purchased 6,000 ADSs on the open
market at a price of $7.19 per share.
On February 14, 2006 the Master Fund purchased 13,188 ADSs on the open
market at a price of $7.03 per share.
On February 16, 2006 the Master Fund purchased 4,200 ADSs on the open
market at a price of $6.96 per share.
CUSIP NO. 38911N107 SCHEDULE 13D Page 13 of 17 Pages
On February 22, 2006 the Master Fund purchased 16,800 ADSs on the open
market at a price of $7.17 per share.
On February 23, 2006 the Master Fund purchased 3,800 ADSs on the open
market at a price of $7.06 per share.
On February 24, 2006 the Master Fund purchased 2,400 ADSs on the open
market at a price of $7.01 per share.
On February 27, 2006 the Master Fund purchased 100 ADSs on the open
market at a price of $6.84 per share.
On February 28, 2006 the Master Fund purchased 1,100 ADSs on the open
market at a price of $7.00 per share.
On March 6, 2006 the Master Fund purchased 1,599 ADSs on the open
market at a price of $7.01 per share.
On March 7, 2006 the Master Fund purchased 1,200 ADSs on the open
market at a price of $7.00 per share.
On March 8, 2006 the Master Fund purchased 10,300 ADSs on the open
market at a price of $6.98 per share.
On March 9, 2006 the Master Fund purchased 2,500 ADSs on the open
market at a price of $6.97 per share.
On March 13, 2006 the Master Fund purchased 2,700 ADSs on the open
market at a price of $6.92 per share.
On March 14, 2006 the Master Fund purchased 4,800 ADSs on the open
market at a price of $6.92 per share.
On March 15, 2006 the Master Fund purchased 9,621 ADSs on the open
market at a price of $6.73 per share.
On March 17, 2006 the Master Fund purchased 455 ADSs on the open market
at a price of $6.65 per share.
On March 20, 2006 the Master Fund purchased 38,700 ADSs on the open
market at a price of $6.11 per share.
On March 20, 2006 the Master Fund purchased 18,900 ADSs on the open
market at a price of $6.17 per share.
On March 21, 2006 the Master Fund purchased 25,100 ADSs on the open
market at a price of $6.01 per share.
CUSIP NO. 38911N107 SCHEDULE 13D Page 14 of 17 Pages
On March 21, 2006 the Master Fund purchased 15,000 ADSs on the open
market at a price of $5.87 per share.
On March 23, 2006 the Master Fund purchased 8,800 ADSs on the open
market at a price of $6.67 per share.
On March 24, 2006 the Master Fund purchased 25,000 ADSs on the open
market at a price of $7.02 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons and the Ramius Entities entered into the Sharing
Agreement pursuant to which they agreed, among other things, to (i) make
individual filings on Schedule 13D with respect to the ADSs or the Common Stock
to the extent required under applicable securities laws, (ii) provide written
notice within one business day to each other of purchases or sales of ADSs or
Common Stock or the acquisition or disposition of beneficial ownership of ADSs
or Common Stock and (iii) to share equally the costs of legal counsel in Korea
in connection with pursuing the matters set forth in Item 4 and to share any
other agreed upon expenses. A copy of the Sharing Agreement is filed as an
exhibit to this Schedule 13D.
The Reporting Persons have entered into a Joint Acquisition Agreement
attached as Exhibit 1 hereto, as required by Rule 13d-1(k) under the Act.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Acquisition Statement Pursuant to Rule 13d-1(k)
Exhibit 2. Sharing Agreement dated as of March 28, 2006 between the
Reporting Persons and the Ramius Entities
CUSIP NO. 38911N107 SCHEDULE 13D Page 15 of 17 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: March 28, 2006 /s/ John W. Moon
----------------------------------------
John W. Moon,
individually and as managing member of
JWM Capital LLC,
for itself and as the general partner of
Moon Capital Management LP,
for itself and as the investment manager
of Moon Capital Master Fund Ltd.
CUSIP NO. 38911N107 SCHEDULE 13D Page 16 of 17 Pages
Schedule A
Executive Officers and Directors of Moon Capital Master Fund Ltd.
and Moon Capital Global Equity Offshore Fund Ltd.
The following table sets forth the name, business address and
present principal occupation or employment of each executive officer and
director of Moon Capital Master Fund Ltd. and Moon Capital Global Equity
Offshore Fund Ltd. Except as otherwise indicated below, the business address of
each person set forth on this Schedule A is: c/o Moon Capital Management LP, 499
Park Avenue, 8th Floor, New York, NY 10022.
------------------------------------ ----------------------------------------
Name Present Principal Occupation or Employment
-------------------------------------- ----------------------------------------
John W. Moon Managing General Partner, Moon Capital Management LP
Director
-------------------------------------- ----------------------------------------
David Bree Managing Director, dms Management Ltd.
Director
-------------------------------------- ----------------------------------------
Don M. Seymour* Managing Director, dms Management Ltd.
Director
-----------------------------------
* Citizen of the Cayman Islands.
CUSIP NO. 38911N107 SCHEDULE 13D Page 17 of 17 Pages
Schedule B
Beneficial Ownership of Gravity Co., Ltd. ADSs and Common Stock by
Executive Officers and Directors of Moon Capital Master Fund Ltd.
and Moon Capital Global Equity Offshore Fund Ltd.
The following table sets forth the aggregate number and percentage
ownership of ADS and shares of Gravity Co., Ltd. Common Stock (including ADSs
and shares for which there is a right to acquire) beneficially owned by Moon
Capital Global Equity Offshore Fund Ltd. and each executive officer and
director of Moon Capital Master Fund Ltd. and Moon Capital Global Equity
Offshore Fund Ltd. as of March 28, 2006. Mr. Moon has shared
voting and investment power with respect to the ADSs as set forth below.
Name ADS/Shares of Common Stock Percent of Class
---------------------------- -------------------------- -----------------------
John W. Moon 2,116,346/0 7.6% of outstanding
shares of Common Stock
---------------------------- -------------------------- --------------------
David Bree 0/0 0
---------------------------- -------------------------- -----------------------
Don M. Seymour 0/0 0
---------------------------- -------------------------- ----------------------
Moon Capital Global Equity
Offshore Fund Ltd. 0/0 0
---------------------------- -------------------------- ----------------------