Attached files
| file | filename |
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| EX-10.1 - PLACEMENT AGENCY AGREEMENT, - CHINA YIDA HOLDING, CO. | f8k0110ex1i_chinayida.htm |
| EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - CHINA YIDA HOLDING, CO. | f8k0110ex5i_chinayida.htm |
| EX-99.1 - PRESS RELEASE - CHINA YIDA HOLDING, CO. | f8k0110ex99i_chinayida.htm |
| EX-10.2 - SUBSCRIPTION AGREEMENT - CHINA YIDA HOLDING, CO. | f8k0110ex10i_chinayida.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January 22,
2010
CHINA
YIDA HOLDING, CO.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-26777
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22-3662292
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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RM
1302-3 13/F, Crocodile House II
55
Connaught Road Central Hong Kong
(Address
of principal executive office) (Zip Code)
86-591-28308388
Registrant’s
telephone number, including area code:
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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
240.13c-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
On
January 22, 2010, China Yida Holding, Co. (the “Company”) entered
into a placement agency agreement (the “Agency Agreement”)
with Newbridge Securities Corporation (the “Placement Agent”),
pursuant to which the Placement Agent agreed to use its reasonable best efforts
to arrange for the sale of up to 2,517,521 shares of the Company’s common
stock, par value $0.001 per share, in a “registered direct” offering (the “Registered Direct
Offering”) at a purchase price of $11.50 per share (the
“Shares”). The Company has agreed to pay the Placement Agent an
aggregate fee equal to 6%, including a corporate financing fee equal to 1%, of
the gross proceeds received in the offering. The Company has also agreed to
reimburse the Placement Agent for expenses incurred by it in connection with the
offering, with a maximum expense reimbursement of $150,000.
The
Agency Agreement contains customary representations, warranties and covenants by
the Company. It also provides for customary indemnification by each of the
Company and the Placement Agent for losses or damages arising out of or in
connection with the sale of the securities being offered. The Company has agreed
to indemnify the Placement Agent against liabilities under the Securities Act of
1933, as amended. The Company has also agreed to contribute to payments the
Placement Agent may be required to make in respect of such
liabilities.
Also on
January 22, 2010, the Company and certain investors entered into subscription
agreements (the “Subscription Agreements”) in connection with the Registered
Direct Offering, pursuant to which the Company agreed to sell the Shares to such
investors for aggregate gross proceeds, before deducting fees to the Placement
Agent and other estimated offering expenses payable by the Company, of
approximately up to $29 million.
The
Shares were offered and sold pursuant to a prospectus supplement dated January
22, 2010 and an accompanying base prospectus dated January 20, 2010, pursuant to
the Company’s effective shelf registration statement on Form S-3 (Registration
No. 333-163687). The Registered Direct Offering is scheduled to close
on January 27, 2010, subject to the satisfaction of customary closing
conditions.
After
giving effect to the Registered Direct Offering, the Company will have
19,579,585 shares of common stock outstanding.
The
foregoing summaries of the terms of the Agency Agreement and the Subscription
Agreements are subject to, and qualified in their entirety by, such documents
attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated
herein by reference. The opinion of our counsel, Anslow & Jaclin,
LLP, relating to the legality of the issuance and sale of the shares of common
stock is filed as Exhibit 5.1 to this Current Report on Form 8-K.
A shelf
registration statement, as amended, relating to these securities was previously
filed and declared effective by the Securities and Exchange Commission (SEC No.
333-163687). A prospectus supplement related to the offering will be filed with
the Securities and Exchange Commission. Any offer will be made only by
means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. A copy of the prospectus supplement
and the accompanying base prospectus can be obtained at the Securities and
Exchange Commission's website http://www.sec.gov or from Newbridge Securities
Corporation at 1451 West Cypress Creek Road, Fort. Lauderdale, Florida
33309.
Item 8.01 Other
Events.
On
January 22, 2010, the Company issued a press release announcing the pricing of
the Registered Direct Offering. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Neither
the filing of the press release as an exhibit to this Current Report on Form 8-K
nor the inclusion in the press release of a reference to our internet address
shall, under any circumstances, be deemed to incorporate the information
available at our internet address into this Current Report on Form 8-K. The
information available at our internet address is not part of this Current Report
on Form 8-K or any other report filed by us with the SEC.
Item 9.01 Financial Statements
and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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5.1
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Opinion
of Anslow & Jaclin, LLP
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10.1
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Placement
Agency Agreement, dated as of January 22, 2010, by and between the Company
and Newbridge Securities Corporation
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10.2
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Form
of Subscription Agreement between the Company and each of the
investors signatory thereto
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23.1
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Consent
of Anslow & Jaclin, LLP (included as part of Exhibit
5.1)
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99.1
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Press
Release dated January 22, 2010
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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.
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CHINA
YIDA HOLDING, CO.
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Date:
January 22, 2010
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By:
/s/ Minhua
Chen
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Name:
Minhua Chen
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Title:
President and Chief Executive
Officer
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