Attached files
| file | filename |
|---|---|
| EX-1.1 - Yongye International, Inc. | v169258_ex1-1.htm |
| EX-99.1 - Yongye International, Inc. | v169258_ex99-1.htm |
| EX-99.2 - Yongye International, Inc. | v169258_ex99-2.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 1934
Date of
Report (date of earliest event reported): December 17, 2009
YONGYE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
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333-143314
|
20-8051010
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
6th Floor,
Suite 608, Xue Yuan International Tower,
No. 1
Zhichun Road, Haidian District, Beijing, PRC
(Address
Of Principal Executive Offices) (Zip Code)
+86 10
8232 8866
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, is 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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement.
On
December 17, 2009, Yongye International, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Roth Capital
Partners, LLC (“Roth” ) and Oppenheimer & Co. Inc. (“OPCO” and together with
Roth, the “Underwriters”) related to a public offering of 8,000,000 shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”), at
a price of $7.50 per share, less a 5% underwriting commission. Pursuant to the
terms of the Underwriting Agreement, the Company has granted the Underwriters an
option, exercisable for 30 days, to purchase up to an aggregate of 1,200,000
additional shares of Common Stock to cover over-allotments, if
any. The offering is being made pursuant to the Company’s effective
registration statement on Form S-3, as amended and supplemented (Registration
Statement No. 333-163388), filed with the United States Securities and Exchange
Commission and as disclosed in a prospectus supplement dated December 17, 2009
(the “Prospectus
Supplement”)
previously filed with the Securities and Exchange Commission. The public
offering and sale contemplated by the Underwriting Agreement will be completed
on or about December 22, 2009. The Underwriting Agreement is filed as Exhibit
1.1 to this Current Report and the description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit.
Item 8.01. Other Events.
On
December 17, 2009, the Company
issued a press release announcing that it had priced the public offering
described in Item 1.01 of this Current Report. The Company’s press
release is filed as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.
Prior to
the public announcement of the transaction and the commencement of solicitation
of retail investors, the Company conducted meetings with numerous institutional
investors that had previously agreed to maintain the confidentiality of the
transaction and the information the Company supplied them to evaluate
participation in the offering. A copy of the materials the Company
supplied them (the “Investor
Presentation”) is attached
hereto as Exhibit 99.2. Incorporated by reference in the Prospectus
Supplement and included in the Investor Presentation are financial data relating
to the Company’s
income from operations in 2007 and 2006 of $4.9 million and $0.5 million,
respectively. In the Prospectus Supplement, however, such figures were
incorrectly stated as $6.7 million and $1.0 million, respectively. Had
such figures been correctly presented, the statements regarding the
Company’s
growth rate in income from operations appearing on page S-3 would have read as
follows: Income
from operations increased 280% in 2008 to $13.7 million compared to $4.9 million
in 2007 and 2,740% compared to $0.5 million in 2006.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits:
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No.
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Description
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1.1
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Underwriting
Agreement dated December 17, 2009
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99.1
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Press
Release dated December 17, 2009
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99.2
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Investor
Presentation
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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.
|
YONGYE
INTERNATIONAL, INC.
|
||
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By:
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/s/ Zishen Wu | |
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Name:
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Zishen
Wu
|
|
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Title:
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Chairman,
President
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|
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Dated:
December 17, 2009
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