Attached files
| file | filename |
|---|---|
| EX-99.1 - Harbin Electric, Inc | v168050_ex99-1.htm |
| EX-10.1 - Harbin Electric, Inc | v168050_ex10-1.htm |
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 1934
Date of
Report (Date of earliest event reported): November 25,
2009
Harbin Electric,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-51006
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98-0403396
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
No.
9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin
Kai Fa Qu, Harbin, China
|
150060
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant’s
telephone number, including area code:
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86-451-86116757
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________________________________________________________________________
(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 registrant under any of the following
provisions:
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))
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On
December 1, 2009, Harbin Electric, Inc. (the “Company”) issued a press release
announcing that on November 25, 2009, the Board of Directors of the Company
appointed Boyd R. Plowman to serve as an independent director as defined by Rule
4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc.. Mr.
Plowman will serve on the Company’s Audit Committee, Nominating and Corporate
Governance Committee and Compensation Committee. Mr. Plowman will serve as the
chairman of the Audit Committee. The Board of Directors has determined that
Mr. Plowman possesses accounting or related financial management experience that
qualifies him as financially sophisticated within the meaning of Rule
4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee
financial expert” as defined by the rules and regulations of the Securities and
Exchange Commission. A copy of the press release is filed herewith as Exhibit
99.1 to this current report on Form 8-K and is incorporated herein by
reference.
On
November 30, 2009, the Company entered into an Independent Director Agreement
(the “Agreement”) with Mr. Plowman, which sets forth Mr. Plowman’s duties and
the terms of his compensation. . The term of the Agreement is for a period of
three years commencing effective December 1, 2009.. As compensation
for Mr. Plowman’s services, he will receive a cash compensation of
thirty-six thousand dollars ($36,000) per year. In addition, the
Company has agreed to grant options to Mr. Plowman to purchase an aggregate of
30,000 shares of the Company's common stock, at an exercise price of $20.02 per
share, the closing price of the Company’ s common stock on November 30,
2009. These options shall vest over a three year period as follows.
Fifty percent of the options (15,000 shares) shall vest
immediately. The remaining options shall become exercisable in twelve
(12) equal quarterly installments of one thousand two hundred and fifty (1,250)
options, with the first installment to be exercisable as of the last day of the
first quarter of calendar year 2010, with an additional 1,250 of options
becoming exercisable as of the last day of the subsequent quarter. A
copy of the Agreement is attached hereto as Exhibit 10.1. The
foregoing description of the Agreement is qualified in its entirety by reference
to Exhibit 10.1.
Mr.
Plowman is the retired Executive Vice President and Chief Financial Officer of
Fleetwood Enterprises, Inc. (“Fleetwood”) where he was employed from 1969 to
1987 and from 1997 to 2008. Fleetwood was the world’s largest
producer of recreational vehicles and manufactured housing. During his career
with Fleetwood, Mr. Plowman held numerous leadership positions including
Controller, Treasurer, and Financial Vice President. During his second stint
with Fleetwood, he served as Executive Vice President and Chief Financial
Officer until his retirement in 2008. He also served as President and
Chief Executive Officer of Lee & Associates (Inland Empire Region). Lee
& Associates is one of the leading commercial real estate brokerage firms in
the United States. Prior to that, Mr. Plowman served as a Director
and Chairman of the Audit Committee for Corporate Insurance and Reinsurance
Company Limited, a Bermuda-based company reinsuring risks for captive insurance
companies. Earlier in his career, Mr. Plowman worked as a senior tax
accountant at Arthur Andersen & Co. and Ernst & Ernst. He
earned his bachelor’s degree from Utah State University in 1965 and was a
certified public accountant.
Item
9.01. Financial Statements and Exhibits
Exhibits
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10.1
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Independent
Director Agreement, dated November 30, 2009, between the Company and Boyd
R. Plowman.
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99.1
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Press
Release dated December 1, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| HARBIN ELECTRIC, INC. | |||
|
|
By:
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/s/ Tianfu Yang | |
| Name: | Tianfu Yang | ||
| Title: | Chairman and Chief Executive Officer | ||
Dated:
December 2, 2009