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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934(Amendment No. 1 )*
Pacific Internet Limited(Name of Issuer)
Ordinary Shares(Title of Class of Securities)
Y66183107(CUSIP Number)
Yvonne Lau Yee WanMediaRing Ltd
750A Chai Chee Road#05-01 Technopark @ Chai Chee
Singapore 469001Telephone: (65) 6441-1213
(Name, Address and Telephone Number of Person Authorized toReceive Notices and Communications)
With copies to:
Michael W. SturrockLatham & Watkins LLP
80 Raffles Place#14-20 UOB Plaza 2Singapore 048624
(65) 6536-1161
July 24, 2006(Date of Event Which Requires Filing of this Statement)
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 isfiling this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 forother parties to whom copies are to be sent.
* 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 ofsecurities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 SecuritiesExchange 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 theAct (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays acurrently valid OMB control number.
SIGNATUREEXHIBIT INDEXEX-2 Letter to the Board of Directors of the Company from MediaRing dated July 22, 2006.EX-3 Press Release by MediaRing dated July 24, 2006.
This Amendment No. 1 amends the Schedule 13D previously filed by MediaRing Ltd (�MediaRing�) with the Securities and ExchangeCommission (�SEC�) on July 21, 2006, (as amended, the �Statement�), with respect to the ordinary shares (the �Ordinary Shares�) of PacificInternet Limited (the �Company�), a company organized and existing under the laws of the Republic of Singapore. The Ordinary Shares arethe only class of shares issued and outstanding by the Company. The address of the Company�s principal executive offices is 89B SciencePark Drive, #01-07, The Rutherford, Singapore 118261. Capitalized terms used but not defined herein have the meanings given to them in theStatement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented to include the following new paragraphs:
On July 21, 2006, MediaRing purchased 7,125 Ordinary Shares on the Nasdaq market at an average purchase price of $9.4997 perOrdinary Share, or an aggregate purchase price of $67,685.36.
As of the close of business on July 21, 2006, MediaRing beneficially owned 3,956,662 Ordinary Shares which were purchased for anaggregate purchase price of approximately $35,497,266.43. The source of funds used by MediaRing to purchase such Ordinary Shares wasavailable working capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by deleting the fourth paragraph and replacing it with the following paragraph:
MediaRing believes that its acquisition of shares in the Company has resulted in MediaRing becoming the largest shareholder of theCompany. As the largest shareholder in the Company, MediaRing has on July 22, 2006 sent an official request to the Board of Directors of theCompany, requesting board representation proportionate to its shareholding in the Company. In view of the current composition of the Boardof the Company, MediaRing has requested that the Board initially appoint two of MediaRing�s nominees, its Executive Director, Mr. KohBoon Hwee, and its Director and Chief Executive Officer, Mr. Khaw Kheng Joo, as Directors of the Company. Both Mr. Koh and Mr. Khawhave extensive experience in the telecommunications industry and MediaRing believes that they will be able to add value to the future growthof the Company. MediaRing�s letter to the Board of the Company and its related press release are attached hereto as Exhibits 2 and 3,respectively, and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and supplemented by deleting paragraph (a) and replacing it with the following:
(a) As of the close of business on July 21, 2006, MediaRing beneficially owned 3,956,662 Ordinary Shares which constitute approximately29.20% of the Ordinary Shares outstanding. The aggregate percentage of the outstanding Ordinary Shares reported as beneficially owned byMediaRing is based upon 13,549,262 Ordinary Shares outstanding as of June 30, 2006, based on information provided to MediaRing by theCompany. To the knowledge of MediaRing, no person named on Schedule A hereto owns any Ordinary Shares as of July 21, 2006.
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.
Date: July 24, 2006
MediaRing Ltd
By /s/ Khaw Kheng JooName: Khaw Kheng JooTitle: Director and Chief Executive Officer
Board of DirectorsPacific Internet Limited89 Science Park Drive #02-05/06 The RutherfordSingapore 118261
Dear Sirs
PACIFIC INTERNET LIMITED (THE ��COMPANY��)PROPOSED APPOINTMENT OF DIRECTORS
As you are aware, we now hold 3,949,537 shares representing approximately 29.15% of the issued shares of the Company, based on13,549,262 issued shares of the Company as at 30 June 2006.
We believe we are currently the largest shareholder of the Company. We wish to seek board representation proportionate to our shareholdingin the Company. At the first instance, in view of the current board composition of the Company, we would like to request that the board ofdirectors of the Company convene a board meeting as soon as practicable to initially appoint two of our nominees as additional directorspursuant to Article 86 of the Articles of Association of the Company. Our two nominees are Mr Koh Boon Hwee and Mr Khaw Kheng Jooand their relevant details and curriculum vitae are enclosed. They have both consented to act as directors of the Company.
We believe that the board participation of Mr Koh and Mr Khaw, both with vast industry experience, will bring value to the Company�s futuregrowth.
In the event that there shall be any change in the composition of the board, we may seek to increase our board representation on theCompany�s board proportionate to our shareholdings.
We note that the approval of the Infocommunications Authority of Singapore is required for the appointment of our nominees as directors ofthe Company, and will work with the Company on the necessary filing for such approval.
We look forward to your favourable reply to our request, and hope to hear from you by 1 August 2006. Please contact Mr Khaw Kheng Joo,CEO of MediaRing at 6240 5608 should you require any information or have any query.
Yours faithfully,
/s/ Koh Boon Hwee
Koh Boon HweeChairman of Executive CommitteeMediaRing Ltd
4.Qualifications : Mr Koh Boon Hwee, holds a Bachelor�s Degree (First Class Honours) in Mechanical Engineering from the
Imperial College of Science and Technology, University of London and an MBA (Distinction) from HarvardBusiness School.
5.Awards : Mr Koh was awarded the nation�s Public Service Star in 1991 and The Meritorious Service Medal in 1995. In
1991, he was the DHL-BT Outstanding Manager of the Year. In January 2003, he received The InternationalHerald Tribune Visionary & Leader Honour.
6. Experience :
Mr Koh joined the Board of Directors of MediaRing in April 1998 and was appointed an Executive Director of MediaRing onFebruary 1, 2002. He is currently the Chairman of DBS Group Holdings Limited, the Chairman of the Nanyang TechnologicalUniversity Council and the Executive Chairman and Chief Executive Officer of Sunningdale Tech Ltd. Mr Koh serves on the board ofTemasek Holdings (Private) Limited and Agilent Technologies, Inc. He was previously the Chairman of Singapore Airlines Ltd(2001-2005), SIA Engineering Co. Ltd (2003-2005), the Singapore Telecommunications Group and its predecessor organization(1986-2001), Executive Chairman of the Wuthelam Group (1991-2000) and Chairman of Omni Industries Ltd (1996-2001).
7. Particulars of all current Directorship/Affiliations/Professional Memberships
Company or Other Organisation (i.e. Charities, School Boards and Associations) PeriodExecutive Chairman & CEO, Sunningdale Tech Ltd CurrentExecutive Director, MediaRing Ltd CurrentChairman, DBS Group Holdings Limited CurrentChairman, DBS Bank Ltd CurrentChairman, Nanyang Technological University�s Board of Trustees CurrentDirector, Agilent Technologies (United States) CurrentChairman, Singapore Airlines Ltd 2001 ~ 2005Chairman, SIA Engineering Co. Ltd. 2003 ~ 2005Chairman, Singapore Telecommunications Group 1986 ~ 2001Chairman, Omni Industries Ltd 1996 ~ 2001
7. Particulars of all current Directorship/Affiliations/Professional Memberships (cont�d)
Company or Other Organisation (i.e. Charities, School Boards and Associations) PeriodChairman, Internet Technology Group Ltd 2000 ~ 2001Executive Chairman, Wuthelam Group 1991 ~ 2000
4. Qualifications : Mr Khaw Kheng Joo, holds a Bachelor of Science Degree in Electrical and Computer Engineering fromOregon State University (Oregon, USA) and an MBA from Santa Clara University.
5. Experience :
Mr Khaw joined the Board of Directors of MediaRing in February 2002. He was appointed Chief Executive Officer on November 1,2002. Mr Khaw was previously President of Omni Electronics (2000-2001), a wholly-owned subsidiary of Omni Industries Ltd. OmniIndustries Ltd was listed on the Singapore Exchange and was one of the largest electronic contract manufacturers in Asia prior to it beingacquired by Celestica Inc in 2001. After the acquisition, Mr Khaw joined Celestica Inc as their Senior Vice President. Mr Khaw currentlysits on the boards of Total Automation Ltd, Amtek Engineering Ltd, Senoko Power and Singapore Airport Terminal Services Limited.He is also a member of the advisory council for the business school of Singapore Polytechnic. He served for a year on the board of theSingapore Economic Development Board (2001-2002).
6. Particulars of all current Directorship/Affiliations/Professional Memberships
Company or Other Organisation (i.e. Charities, School Boards PeriodDirector & CEO, MediaRing Ltd CurrentDirector, Total Automation Ltd CurrentDirector, Amtek Engineering Ltd CurrentDirector, Senoko Power CurrentDirector, Singapore Airport Terminal Services Ltd. CurrentMember, Advisory Council, Singapore Polytechnic CurrentBoard Member, Singapore Economic Development Board 2001 ~ 2002
MediaRing increases stake in Pacific Internet, taking its shareholding to 29.20%�� MediaRing believes it is now the single largest shareholder of PacNet
�� Requests representation on PacNet��s board, naming Koh Boon Hwee and Khaw Kheng Joo as nominees
SINGAPORE �� 24 July 2006 ��Mainboard-listed MediaRing Ltd (��MediaRing��), a leading pure-play VoIP telephony service provider inAsia, today announced that it has increased its shareholding in Nasdaq-listed Pacific Internet Limited (NASDAQ: PCNTF) (��PacNet��) to29.20%.
MediaRing believes that it is currently the single largest shareholder of PacNet. MediaRing acquired a total of 3,305,090 PacNet shares sincethe expiration of its tender offer for PacNet on 10 July 2006. Together with the PacNet shares it held prior to the tender offer, MediaRing nowowns 3,956,662 PacNet shares, or approximately 29.20% of the issued shares of PacNet.
�Our investment in PacNet is strategic, made in recognition of the potential business synergies between MediaRing and PacNet. We believethat the increasing trend of convergence of voice and data services provide many business opportunities for both companies to complementthe services provided by each other,� said Mr Khaw Kheng Joo, CEO of MediaRing.
�Being a strategic investor in PacNet, we intend to engage the management of PacNet to explore potential business opportunities that couldbenefit both companies,� said Mr Khaw.
�These opportunities include cross-selling of both our services to our respective customer bases and sharing of resources in complementarygeographic locations.�
MediaRing believes that both companies will be able to achieve cost efficiencies by working together, which will enable them to competemore effectively against competitors in all their markets.
MediaRing has also requested for proportionate representation on PacNet�s Board, as it believes it is the company�s largest shareholder. �Wehave sent an official request to PacNet and hope that our request will be considered favourably by PacNet�s Board,� said Mr Khaw.
MediaRing has nominated Mr Koh Boon Hwee, its Executive Director and Mr Khaw to be appointed to PacNet�s Board of Directors. BothMr Koh and Mr Khaw have extensive experience in the telecommunications industry and MediaRing believes that they will be able to addvalue to the future growth of PacNet.
About MediaRing
With offices in Singapore, Malaysia, Shanghai, Beijing, Hong Kong, Taiwan, Japan and Sunnyvale (USA), MediaRing is the leading VoIPtelephony service provider in Asia who enjoys a growing share of the global pure-play VoIP market. Through its strong technologicalcapabilities and extensive distribution network, MediaRing brings high-quality voice services to carriers, enterprises, service providers, andconsumers with its wide range of service offerings. Its extensive partnerships with carriers around the world allow call terminationsworldwide. As a pioneer in VoIP services with unique proprietary technology, MediaRing derives more than 95 per cent of its revenue fromoutside Singapore.
About Pacific Internet
Based on its public filings, Pacific Internet Limited is the largest telco-independent Internet communications service provider by geographicreach in the Asia Pacific region. PacNet has direct presence in Singapore, Hong Kong, China, the Philippines, Australia, India, Thailand
MediaRing increases stake in Pacific Internet, taking its shareholding to 29.20%
