Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Rodobo International Inc | rodo_ex3x1.htm |
| EX-10.1 - EXHIBIT 10.1 - Rodobo International Inc | rodo_ex10x1.htm |
| EX-10.2 - EXHIBIT 10.2 - Rodobo International Inc | rodo_ex10x2.htm |
| EX-10.8 - EXHIBIT 10.8 - Rodobo International Inc | rodo_ex10x8.htm |
| EX-10.7 - EXHIBIT 10.7 - Rodobo International Inc | rodo_ex10x7.htm |
| EX-10.6 - EXHIBIT 10.6 - Rodobo International Inc | rodo_ex10x6.htm |
| EX-99.1 - EXHIBIT 99.1 - Rodobo International Inc | rodo_ex99x1.htm |
| EX-10.4 - EXHIBIT 10.4 - Rodobo International Inc | rodo_ex10x4.htm |
| EX-10.5 - EXHIBIT 10.5 - Rodobo International Inc | rodo_ex10x5.htm |
| EX-10.3 - EXHIBIT 10.3 - Rodobo International Inc | rodob_ex10x3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) February 9, 2010 (February
5, 2010)
RODOBO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-50340
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75-2980786
|
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
380
Changjiang Road, Nangang District,
Harbin,
PRC
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150001
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|
(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: 011-86-451-82260522
Not Applicable
(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
to the 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 under the Exchange Act
(17 CFR 240.14a-12)
|
|
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
February 5, 2010, Rodobo International, Inc. (the “Company”) completed its
acquisition of three dairy companies in the People’s Republic of China (the
“Acquisitions”), through
the mergers of Ewenkeqi Beixue Diary Co., Ltd ( “Ewenkeqi Beixue” ), Hulunbeier
Beixue Diary Co., Ltd (“Hulunbeier Beixue”), and
Hulunbeier Hailaer Beixue Diary Factory (“Hulunbeier Hailaer Beixue”,
and together with Ewenkeqi Beixue and Hulunbeier Beixue, are hereinafter
collectively referred to as “Beixue Group”) with and into
the Company’s wholly owned subsidiary Harbin Tengshun Technical Development Co.,
Ltd. (“Tengshun
Tech”).
Beixue
Group is engaged in the production, manufacturing and distribution of whole milk
powder and formula milk powder and is one of the largest companies in term of
production capacity of formula milk powder based in Inner Mongolia Province. All
the employees of Beixue Group will continue their employment with the Company
after the acquisitions.
Pursuant
to the Equity Transfer Agreements entered into on February 5, 2010 by and
between Tengshun Tech and each of Ewenkeqi Beixue, Hulunbeier Beixue and
Hulunbeier Hailaer Beixue, the Company paid 500,000 Chinese Renminbi
(approximately $73,236) in cash and issued 800,000 shares of the Company’s
common stock , par value $.0001 per share (the “Common Stock”) in exchange for
100% of the equity interest in Ewenkeqi Beixue; 1,000,000 Chinese Renminbi
(approximately $146,473) in cash and 1,000,000 shares of Common Stock in
exchange for 100% of the equity interest in Hulunbeier Beixue; and 600,000
Renminbi (approximately $87,884) in cash, 8,800,000 shares of Common Stock and
2,000,000 shares of Series A Preferred Stock in exchange for 100% of the equity
interest in Hulunbeier Hailaer Beixue. The prevailing exchange rate used to
translate the Chinese Renminbi to U.S dollars on February 5, 2010 was1USD =
6.8272 Renminbi.
The
Equity Transfer Agreements also provided that the 10,600,000 shares of Common
Stock and 2,000,000 shares of Series A Preferred Stock shall be issued to the
designee(s) of the former shareholders of Ewenkeqi Beixue, Hulunbeier Beixue and
Hulunbeier Hailaer Beixue.
Mr.
Yanbin Wang, who owned 51% of the equity interest in Hulunbeier Beixue and
Ewenkeqi Beixue prior to the Acquisitions, is also the Company’s Chairman, Chief
Executive Officer and a major stockholder. An unaffiliated third-party owned 49%
of the equity interest in Hulunbeier Beixue and Ewenkeqi Beixue and 100% of the
equity interest in Hulunbeier Hailaer Beixue prior to the
Acquisitions.
Due to
the related-party aspects of this transaction, the Equity Transfer Agreements
and the Securities Purchase Agreements (described below) and the transactions
contemplated thereby were approved by a committee which consists of all of the
Company’s disinterested members of the board of directors (the “Special Committee”). The
Special Committee received and reviewed financial analysis and valuation reports
presented to the Special Committee by Beijing Haohai Tongfang Assets Appraisal
Co., Ltd, dated as of February 4, 2010 and Greater China Appraisal Limited,
dated as of February 4, 2010. Based on the Special Committee’s review, it
determined that the Equity Transfer Agreements and the transactions contemplated
thereby, including the Acquisitions, were advisable and fair to, and in the best
interests of, the Company and the Company’s stockholders.
In
connection with the Acquisitions, on February 5, 2010, the Company entered into
Securities Purchase Agreements with three British Virgin Islands companies:
August Glory Limited, Fame Ever Limited, and Fortune Fame International Limited,
which, as designees of the former shareholders of Ewenkeqi Beixue, Hulunbeier
Beixue and Hulunbeier Hailaer Beixue, would be issued 1,250,000 shares of Common
Stock, 3,050,000 shares of Common Stock, and 6,300,000 shares of Common Stock
and 2,000,000 shares of Series A Preferred Stock, respectively, as consideration
for the Acquisitions.
In
addition, on February 5, 2010, the sole shareholder of both Fortune Fame
International Limited and Fame Ever Limited (the “Sole Shareholder”) entered
into an Incentive Option Agreement with each of Mr. Yanbin Wang and Mr. Honghai
Zhang in order to comply with certain laws of the People’s Republic of China
concerning acquisitions of equity interest in Chinese domestic companies by
foreign entities. Under the Incentive Option Agreement between the
Sole Shareholder and Mr. Yanbin Wang, the Sole Shareholder shall transfer up to
100% shares of Fortune Fame International Limited within the next 3 years to Mr.
Yanbin Wang for nominal consideration, which would give Mr. Yanbin Wang indirect
ownership of a significant percentage of the Common Stock and 100% of the Series
A Preferred Stock. Under the Incentive Option Agreement between the Sole
Shareholder and Mr. Honghai Zhang, the Sole Shareholder shall transfer up to
100% shares of Fame Ever Limited within the next 3 years to Mr. Honghai Zhang
for nominal consideration, which would give Mr. Honghai Zhang indirect ownership
of a significant percentage of the Common Stock. The Incentive Option
Agreements also provide that the Sole Shareholder shall not dispose any of the
shares of Fortune Fame International Limited and Fame Ever Limited without Mr.
Yanbin Wang or Mr. Honghai Zhang’s prior written consents.
The
description of the terms and conditions of the Equity Transfer Agreements, the
Securities Purchase Agreements and Incentive Option Agreements set forth herein
does not purport to be complete and is qualified in its entirety by reference to
the full text of Equity Transfer Agreements, the Securities Purchase Agreements
and Incentive Option Agreements attached as exhibits to this Current Report on
Form 8-K and incorporated herein by this reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information included in Item 1.01 of this Current Report on Form 8-K
regarding the Acquisitions is incorporated by reference into this
Item 2.01.
Item
3.02 Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Current Report on Form 8-K
relating to the issuance of the Company’s Common Stock and Series A Preferred
Stock in connection with the Acquisitions is incorporated by reference into this
Item 3.02.
The
shares issued in connection with Acquisitions pursuant to the terms of the
Securities Purchase Agreements, were issued pursuant to exemptions from
registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the “Securities Act”) and Rule 506 of Regulation D
thereunder.
Item
3.03 Material Modification to Rights of Security Holders.
In
connection with the Acquisitions, on February 5, 2010, the Company filed with
the Secretary of State of the State of Nevada the Certificate of Designations,
Preferences and Rights of Series A Preferred Stock (“Series A Certificate”)
providing for the designations, preferences and relative, participating,
optional or other rights, and the qualifications, limitations or restrictions
thereof, of 2,000,000 shares of Series A Preferred Stock of the
Company.
The
Series A Preferred Stock has no conversion right, preemptive right, dividend
right, or liquidation preference, and is not subject to redemption by the
Company. As long as any share of the Series A Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or consent of
the holders of a majority of the shares of the Series A Preferred Stock
outstanding at that time, authorize, create, issue or increase the authorized or
issued amount of any class or series of preferred stock of the Company,
including any other security convertible into or exercisable for any other
equity security, which class or series, in any such case, ranks pari passu or
senior to the Series A Preferred Stock, with respect to the voting rights;
amend, alter or repeal the provisions of the Series A Preferred Stock, whether
by merger, consolidation or otherwise amend the Articles of Incorporation,
By-Laws of the Company or the Series A Certificate, so as to adversely affect
the voting power of the Series A Preferred Stock, or issue additional shares of
Series A Preferred Stock; purchase or otherwise acquire any share or shares of
Preferred Stock or Common Stock (or pay into or set aside for a sinking fund for
such purpose); provided, however, that this restriction shall not apply to the
repurchase of shares of Common Stock from employees, officers, directors,
consultants or other persons performing services for this Company or any
subsidiary pursuant to agreements under which this Company has the option to
repurchase such shares at cost or at cost upon the occurrence of certain events,
such as the termination of employment; or reclassify the Company’s outstanding
securities.
Other
than the matters set forth above, each issued and outstanding share of Series A
Preferred Stock shall have six votes on all matters submitted to the
stockholders of the Company and the holders of Series A Preferred Stock shall
vote together with the holders of the Common Stock as one class.
The
foregoing discussion provides only a brief description of Series A Certificate.
The discussion is qualified in its entirety by the full text of the Series A
Certificate, which is attached to this Current Report on Form 8-K as
Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of the business
acquired.
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Financial
statements for Hulunbeier Beixue, Ewenkeqi Beixue and Hulunbeier Hailaer Beixue
will be filed by amendment to this Current Report on Form 8-K as soon as
practicable, but in no event later than April 21, 2010.
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(b)
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Pro
Forma Financial Information.
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Pro forma
financial information reflecting the effect of the Acquisitions will be filed by
amendment to this Current Report on Form 8-K, but in no event later than April
21, 2010.
.
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(c)
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Exhibits.
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Exhibit
No.
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Description
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* Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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RODOBO
INTERNATIONAL, INC.
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Dated:
February 9, 2010
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By:
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/s/
Yanbin Wang
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Name:
Yanbin Wang
Title: Chairman
and Chief Executive Officer
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