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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 20-F**

** **

**(Amendment No. 2)**

** **

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** **

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF   1934**                                  |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                               |
| **OR**     |
| ** ** | ** **                                                                                                                                               |
| **x**      | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2013.** |
| ** ** | ** **                                                                                                                                               |
| **OR**     |
| ** ** | ** **                                                                                                                                               |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                 |
| ** ** | **For the transition period from   to**                                                                                                                  |
| **OR**     |
| ** ** | ** **                                                                                                                                               |
| **o**      | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                              |

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

Commission file number: 001-35216
| **UTStarcom Holdings Corp.**                                                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                                    |
|                                                                                                                                                                      |
| **N/A**                                                                                                                                                                   |
| (Translation of Registrant’s name into English)                                                                                                                      |
|                                                                                                                                                                      |
| **Cayman Islands**                                                                                                                                                        |
| (Jurisdiction of incorporation or organization)                                                                                                                           |
|                                                                                                                                                                      |
| **Unit 7, Level 23, One Island East, 18 Westlands   Road, Hong Kong**                                                                                                     |
| (Address of principal executive offices)                                                                                                                                  |
|                                                                                                                                                                      |
| **Jane Zhen Zuo**

**Investor Relations**

**Union 7, Level 23, One Island East,**

**18 Westlands Road, Hong Kong**

**Phone: (852) 3750-7632**

**jane.zuo@utstar.com** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                 |

 

Securities registered pursuant to Section 12(b) of the Act:

 

**None**

 

Securities registered pursuant to Section 12(g) of the Act:

 

| Title of each   class               |   | Name of each   exchange on which registered |
|-------------------------------------|--------|---------------------------------------------|
| Ordinary Shares, $0.00375 par value |   | The NASDAQ Stock Market LLC                 |

 

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 
| **NONE**         |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
|   | 39,777,854   ordinary shares, par value US$0.00375 per share. |
|--------|---------------------------------------------------------------|

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large Accelerated Filer o |   | Accelerated Filer x |   | Non-accelerated Filer o |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

 

| U.S. GAAP x |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

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**TABLE OF CONTENTS**

 
| EXPLANATORY   NOTE  |
|---------------------|
|                |
| PART III       |
|                |
| ITEM 19.   EXHIBITS |
|                |
| SIGNATURES          |

 

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**EXPLANATORY NOTE**

 

This Amendment No. 2 on Form 20-F (“Amendment No. 2”) to the Annual Report on Form 20-F of UTStarcom Holdings Corp. (the “Company”) for the fiscal year ended December 31, 2013, filed on April 18, 2014, as amended on June 30, 2014 (the “2013 Form 20-F”), is being filed solely for the purpose of amending Exhibit 15.3 (Consent of PricewaterhouseCoopers Zhong Tian LLP, independent registered public accounting firm of iTV Media Inc.) to remove the inadvertent reference to the financial statement schedules of iTV Media Inc.

 

Other than as set forth herein, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the 2013 Form 20-F. Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information in any part of the 2013 Form 20-F or reflect any events that have occurred after the 2013 Form 20-F was filed on April 18, 2014 or Amendment No. 1 was filed on June 30, 2014, as the case may be. The filing of this Amendment No. 2 should not be understood to mean that any other statements contained in the original filings are true and complete as of any date subsequent to April 18, 2014 and June 30, 2014, as the case may be. Accordingly, this Amendment No. 2 should be read in conjunction with the 2013 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to April 18, 2014, including any amendments to such documents.

 

**PART III**

 

**ITEM 19. EXHIBITS**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                          | ** ** | **Form**   | ** ** | **Incorporated by   Reference From   Exhibit Number** | ** ** | **Date Filed** |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|----------------------------------------------------------------------|------------|---------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                               | ** ** | ** ** | ** ** | ** **                                                           | ** ** | ** **          |
| 1.1                  |       | Amended and Restated Memorandum and Articles   of Association.                                                                                                                                                           |       | 20-F       |       | 1.1                                                                  |       | 4/26/2013           |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 2.1                  |       | Property   Transfer and Leaseback Agreement, dated as of December 19, 2009, by and   between UTStarcom Telecom Co., Ltd. and Zhejiang Zhongnan Construction   Group Co., Ltd. (translation from Chinese). |       | 8-K        |       | 2.1                                                                  |       | 12/24/2009          |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.1                  |       | Form of   Indemnification Agreement (incorporated by reference to Exhibit 10.1 of   Form F-4 (File No. 333-173828) filed with the Securities and   Exchange Commission on April 29, 2011.       |       | F-4        |       | 10.1                                                                 |       | 4/29/2011           |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.2                  |       | Stockholder   Rights Agreement, made as of February 1, 2010, by and between   UTStarcom, Inc. and Beijing E-town International Investment and   Development Co., Ltd.                                     |       | 8-K        |       | 4.1                                                                  |       | 2/4/2010            |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.3                  |       | Stockholder   Rights Agreement, made as of February 1, 2010, by and among   UTStarcom, Inc., Elite Noble Limited and Shah Capital Opportunity Fund   L.P.                                                      |       | 8-K        |       | 4.2                                                                  |       | 2/4/2010            |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.4                  |       | 2006   Equity Incentive Plan, as amended February 18, 2009.                                                                                                                                                         |       | 10-K       |       | 10.14                                                                |       | 3/2/2009            |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.5                  |       | Form of   Stock Option Award Agreement for use under 2006 Equity Incentive Plan.                                                                                                                                    |       | 10-Q       |       | 10.2                                                                 |       | 8/7/2009            |
|                 |       |                                                                                                                                                                                                                     |       |       |       |                                                                 |       |                |
| 4.6                  |       | Form of   Stock Option Agreement for Directors and Officers for use under the 2006   Equity Incentive Plan.                                                                                                         |       | 10-Q       |       | 10.3                                                                 |       | 8/7/2009            |

 

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| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                             | ** ** | **Form** | ** ** | **Incorporated by   Reference From   Exhibit Number** | ** ** | **Date Filed** |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|----------------------------------------------------------------------|------------|---------------------|
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.7                  |       | Form of   Restricted Stock Agreement for use under the 2006 Equity Incentive Plan.                                                                                                                                                                                     |       | 10-K     |       | 10.17                                                                |       | 3/2/2009            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.8                  |       | Form of   Restricted Stock Unit Agreement for use under the 2006 Equity Incentive Plan.                                                                                                                                                                                |       | 10-K     |       | 10.18                                                                |       | 3/2/2009            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.9                  |       | Form of   Stock Option Amendment Election Form executed by key executive officers   and directors.                                                                                                                                                                |       | 8-K      |       | 10.1                                                                 |       | 1/4/07              |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.10                 |       | UTStarcom, Inc.   Amended and Restated Executive Involuntary Termination Severance Pay Plan.                                                                                                                                                                           |       | 10-Q     |       | 10.2                                                                 |       | 5/8/2009            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.11                 |       | Form of   Performance Share Agreement for use under the 2006 Equity Incentive Plan.                                                                                                                                                                                    |       | 10-K     |       | 10.33                                                                |       | 3/2/2009            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.12                 |       | Form of   Performance Unit Agreement for use under the 2006 Equity Incentive Plan.                                                                                                                                                                                     |       | 10-K     |       | 10.34                                                                |       | 3/2/2009            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.13                 |       | Manufacturing   Agreement signed as of January 23, 2010.                                                                                                                                                                                                               |       | 8-K      |       | 10.1                                                                 |       | 1/28/2010           |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.14                 |       | Lease   Contract dated as of February 1, 2010, by and between UTStarcom Telecom   Co., Ltd. and Zhejiang Zhongnan Construction Group Co., Ltd.   (translation from Chinese).                                                                                 |       | 8-K/A    |       | 10.1                                                                 |       | 2/5/2010            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.15                 |       | Property   Lease Contract dated March 7, 2011 between UTStarcom Telecom   Co., Ltd. and Zhejiang Letong Communication Equipment Co., Ltd.   (translation from Chinese).                                                                                      |       | 10-Q     |       | 10.1                                                                 |       | 5/9/2011            |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.16                 |       | Master   Reorganization Agreement Share and Asset Purchase Agreement dated   August 31, 2012 by and among UTStarcom Hong Kong Limited, the Company,   Eagle Field Holdings Limited and Mr. Ying (Jack) Lu.                                                        |       | 20-F     |       | 4.51                                                                 |       | 4/26/2013           |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.17                 |       | Share   Transfer Agreement dated August 31, 2012 by and among the Company, Eagle   Field Holdings Limited and UTStarcom Hong Kong Holdings Limited.                                                                                                                    |       | 20-F     |       | 4.52                                                                 |       | 4/26/2013           |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.18                 |       | English   translation of the License Agreement dated August 31, 2012 by and among   the Company, UTStarcom Telecom Co., Ltd., UTStarcom Hong Kong Holding   Limited. and UTStarcom China Co., Ltd.                                                           |       | 20-F     |       | 4.53                                                                 |       | 4/26/2013           |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.19                 |       | Assignment   and Assumption Agreement dated August 31, 2012 by and among the Company,   UTStarcom Telecom Co., Ltd., UTStarcom India Telecom PVT. Ltd.,   UTStarcom Hong Kong Holding Limited, UTStarcom China Co., Ltd. and Eagle   Field Holdings Limited. |       | 20-F     |       | 4.54                                                                 |       | 4/26/2013           |
|                 |       |                                                                                                                                                                                                                                                                        |       |     |       |                                                                 |       |                |
| 4.20                 |       | Patent,   Software Copyright, Trademark and Domain Name Assignment dated   August 31, 2012 by and among UTStarcom Telecom Co., Ltd., UTStarcom   China Co., Ltd. and UTStarcom, Inc.                                                                    |       | 20-F     |       | 4.55                                                                 |       | 4/26/2013           |

 

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| **Exhibit   Number** | ** ** | **Description**                                                                                                                           | ** ** | **Form**         | ** ** | **Incorporated by   Reference From   Exhibit Number** | ** ** | **Date Filed** |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|----------------------------------------------------------------------|------------|---------------------|
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 4.21                 |       | Convertible   Bond dated August 31, 2012 issued by UTStarcom Hong Kong Holding Limited   to UTStarcom Hong Kong Limited.             |       | 20-F             |       | 4.56                                                                 |       | 4/26/2013           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 4.22                 |       | Purchase   and Sale Agreement dated January 17, 2014 among the Company, Shah   Capital Opportunity Fund LP and SoftBank America Inc. |       | 6-K              |       | 10.1                                                                 |       | 1/21/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 4.23                 |       | Share   Subscription Agreement dated March 11, 2014 between the Company and Shah   Capital Opportunity Fund LP.                      |       | 6-K              |       | 10.2                                                                 |       | 3/12/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 8.1                  |       | Subsidiaries   of UTStarcom Holdings Corp.                                                                                                |       | 20-F             |       | 8.1                                                                  |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 12.1                 |       | Certification   of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002.                              |       | Filed   herewith |       | —                                                               |       | —              |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 12.2                 |       | Certification   of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002.                              |       | Filed   herewith |       | —                                                               |       | —              |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 13.1                 |       | Certification   of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley   Act of 2002.                              |       | 20-F/A           |       | 13.1                                                                 |       | 6/30/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 13.2                 |       | Certification   of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley   Act of 2002.                              |       | 20-F/A           |       | 13.2                                                                 |       | 6/30/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 15.1                 |       | Consent   of Independent Registered Public Accounting Firm.                                                                               |       | 20-F             |       | 15.1                                                                 |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 15.2                 |       | Consolidated   financial statements of iTV Media Inc. for the fiscal year ended December 31, 2013.                                   |       | 20-F/A           |       | 15.2                                                                 |       | 6/30/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 15.3                 |       | Consent   of PricewaterhouseCoopers   Zhong Tian LLP, independent registered public accounting firm of iTV Media   Inc.                   |       | Filed   herewith |       | —                                                               |       | —              |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.INS*             |       | XBRL   Instance Document                                                                                                                  |       | 20-F             |       | 101.INS                                                              |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.SCH*             |       | XBRL   Taxonomy Extension Schema Document                                                                                                 |       | 20-F             |       | 101.SCH                                                              |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.CAL*             |       | XBRL   Taxonomy Extension Calculation Linkbase Document                                                                                   |       | 20-F             |       | 101.CAL                                                              |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.DEF*             |       | XBRL   Taxonomy Extension Definition Linkbase Document                                                                                    |       | 20-F             |       | 101.DEF                                                              |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.LAB*             |       | XBRL   Taxonomy Extension Label Linkbase Document                                                                                         |       | 20-F             |       | 101.LAB                                                              |       | 4/18/2014           |
|                 |       |                                                                                                                                      |       |             |       |                                                                 |       |                |
| 101.PRE*             |       | XBRL   Taxonomy Extension Presentation Linkbase Document                                                                                  |       | 20-F             |       | 101.PRE                                                              |       | 4/18/2014           |

 

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*                 In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and 

 

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otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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**SIGNATURES**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to Form 20-F on its behalf.

 
|                     | UTSTARCOM HOLDINGS CORP. |
|--------------------------|--------------------------|
|                     |                     |
|                     | By:                      | /s/ William Wong |
|                     |                     | Name: | William Wong |
|                     |                     | Title: | Chief Executive Officer |
|                     |                     |
| Date: July 11, 2014 |                     |

 

[Signature page to 20-F/A]

 

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