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EX-99.2 - SHARING ECONOMY INTERNATIONAL INC. | v163629_ex99-2.htm |
EX-99.1 - SHARING ECONOMY INTERNATIONAL INC. | v163629_ex99-1.htm |
EX-99.3 - SHARING ECONOMY INTERNATIONAL INC. | v163629_ex99-3.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 22,
2009
CHINA
WIND SYSTEMS, INC.
(Exact name of registrant as
specified in Charter)
Delaware
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33-16335
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74-2235008
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
No. 9
Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
(Address of Principal Executive Offices)
(86)
51083397559
(Registrant’s Telephone
number)
Copies
to:
Asher S.
Levitsky PC
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 981-6767
Fax:
(212) 930 – 9725
E-mail:
alevitsky@srff.com
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(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
Item1.01.
|
Entry
into a Material Definitive
Agreement.
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Item3.02.
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Unregistered
Sales of Equity Securities.
|
On
October 22, 2009, China Wind Systems, Inc., a Delaware corporation (the
“Company”), sold 2,400,000 shares of Series A Convertible Preferred Stock, par
value $0.001 per share (the “series A preferred stock”) to Barron Partners LP,
Eos Holdings, LLC, Ancora Greater China Fund, LP, Matthew Hayden, and Torben
Sommer (the “Investors”) for $2,400,000.
In
connection with the stock sale, Barron Partners, who purchased 1,500,000 shares
of series A preferred stock in the financing, entered into a voting agreement
with Jianhua Wu, the Company’s chief executive officer, pursuant to which Mr. Wu
has the right to vote the series A preferred stock purchased in the financing
and the underlying common stock as to all matters for which stockholder approval
is obtained as long as Barron or its affiliates own the stock. Upon
the sale of the series A preferred stock or the underlying common stock to a
person other than an affiliate of Barron, the voting agreement terminates as to
the transferred shares, and Mr. Wu has no voting rights with respect to the
transferred shares.
The
series A preferred stock is the same series of preferred stock that was issued
in the Company’s November 2007 private placement. As a result of the
one-for-three reverse split of the common stock, each share of series A
preferred stock is presently convertible into one-third share of common stock,
subject to adjustment. The certificate of designation for the series
A preferred stock provides that no holder can convert the series A preferred
stock to the extent that such conversion would result in the holder and its
affiliates beneficially owning in excess of 4.9% of the number of shares of the
Company’s common stock then outstanding. Such 4.9% limitation may not
be waived or amended. As of the date of this current report, Barron
Partners owns more than 5% of the Company’s outstanding common
stock.
The
issuance of the series A preferred stock was exempt from registration under
Section 4(2) of the Securities Act. Each of the investors is an “accredited
investor,” as defined in Rule 501 of Securities and Exchange Commission under
the Securities Act, and acquired the Company’s common stock for investment
purposes for its own respective accounts and not as nominees or agents, and not
with a view to the resale or distribution thereof, with the understanding that
the Preferred Stock may not be sold or otherwise disposed of without
registration under the Securities Act or an applicable exemption
therefrom. The certificates for the series A preferred stock bear a
restricted stock legend.
Item9.01
|
Financial
Statements and Exhibits.
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(d)
Exhibits.
99.1
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Form
of Securities Purchase Agreement, dated October 22, 2009, by and between
China Wind Systems, Inc. and Investor other than Barron Partners
LP.
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99.2
|
Securities
Purchase Agreement, dated October 22, 2009, by and between China Wind
Systems, Inc. and Barron Partners
LP.
|
99.3
|
Voting
Agreement, dated October 22, 2009, by and between Jianhua Wu and Barron
Partners LP.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
October 23, 2009
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China
Wind Systems, Inc.
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By:
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/s/
Leo
Wang
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Leo
Wang
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Chief
Financial
Officer
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3