Attached files
| file | filename |
|---|---|
| EX-10.1 - LIHUA INTERNATIONAL INC. | v163550_ex10-1.htm |
| EX-99.1 - LIHUA INTERNATIONAL INC. | v163550_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October 20,
2009
Lihua International,
Inc..
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-52650
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14-1961536
|
||
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
|
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c/o
Lihua Holdings Limited
Houxiang
Five-Star Industry District
Danyang
City, Jiangsu Province, PRC 212312
|
|
(Address
of Principal Executive Offices and Zip
Code)
|
Registrant’s
telephone number, including area code: +86-511-86317399
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure Of Directors Or Principal Officers;
Election Of Directors; Appointment Of Principal Officers.
On October 20, 2009, the Board of
Directors (the “Board”) of Lihua International, Inc. (the “Company”) by
unanimous written consent appointed Kelvin Siu Ki LAU to serve as an independent
director of the Company. The Board determined that Mr. Lau was an
“independent director” as that term is defined and determined in accordance with
Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market, LLC (the
“Nasdaq Marketplace Rules”) and Section 10A(m)(3) of the Securities Exchange Act
of 1934, as amended. The Board also determined that that Mr. Lau
meets the requirements for service on the audit committee as set forth in Rule
5605(c)(2)(A) of the Nasdaq Marketplace Rules. Accordingly, the Board
appointed Mr. Lau to serve on the Audit, Nominating and Corporate Governance and
Compensation Committees of the Board.
Mr. Lau
has more than 20 years of experience in investment banking and the finance
industry. Mr. Lau is currently Managing Director of Capital Markets &
Corporate Finance at Mizuho Securities Asia Limited, a Japanese investment bank
and securities company, where he leads the structuring and execution of equity
and equity-linked capital market transactions and financial advisory activities
for Greater China. From May 1997 through mid-November 2008, he worked in the
Hong Kong investment banking units of Singapore based DBS Banking group, where
he was Managing Director since April 2002 and supervised the origination,
structuring and execution of equity capital markets and corporate finance
transactions in North Asia. He was Director at the investment banking unit of
Frence banking group, Credit Agricole Indoseuz during March 1993 and May 1997.
Mr. Lau is a fellow member of the Chartered Association of Certified Accountants
of the United Kingdom and a member of the Hong Kong Institute of Certified
Public Accountants. He holds a Bachelor of Science Degree in Economics from
University of London.
Pursuant to an agreement dated as of
October 20, 2009 by and between the Company and Mr. Lau, Mr. Lau will receive an
annual base fee of $25,000, paid quarterly, for his services as a member of the
Board and an annual fee of $5,000, paid quarterly, as long as he remains on the
Audit Committee of the Board. Mr. Lau will receive a fee of $1,000
for each board meeting that he attends by telephone and a fee of (i) $1,500 for
each Board meeting that he attends that is held in China or (ii) $5,000 for each
Board meeting that he attends that is held outside of China. Mr. Lau
will be reimbursed for out-of-pocket expenses incurred when attending Board,
committee or stockholder meetings, or executive sessions of independent
directors. Pursuant to the agreement, on October 20, 2009, Mr. Lau
was awarded a 10-year option to purchase 20,000 shares of common stock of the
Company at an exercise price of $8.24, the closing price the Company’s commons
tock on October 20, 2009. Such option vests quarterly at the end of
each such three-month period.
Mr. Lau has no family relationships
with any of the executive officers or directors of the Company. There
have been no transactions in the past two years to which the Company or any of
its subsidiaries was or is to be a party, in which Mr. Lau had, or will have, a
direct or indirect material interest.
Item
8.01 Other Events.
On October 23, 2009 the Company issued
a press release announcing the appointment of Mr. Lau as a member of the Audit,
Nominating and Corporate Governance and Compensation Committees of the
Board. A copy of the press release is included as Exhibit 99.1 to
this Current Report on Form 8-K.
2
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
No.
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Description
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10.1
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Independent
Director Agreement of Siu Ki Lau
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99.1
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Press
Release dated October 23, 2009
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3
SIGNATURE
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 hereunto
duly authorized.
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Dated: October
22, 2009
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Lihua
International, Inc.
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|||
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By:
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/s/ Jianhua
Zhu
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Name:
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Jianhua
Zhu
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|||
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Title:
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Chief
Executive Officer and President
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4
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Independent
Director Agreement of Siu Ki Lau
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99.1
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Press
Release dated October 23, 2009
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5