Attached files
| file | filename |
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| EX-10.1 - EMERALD DAIRY INC | v178269_ex10-1.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): March 17,
2010
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EMERALD
DAIRY INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Nevada
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000-52174
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80-0137632
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||
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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||
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of
Incorporation)
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File
Number)
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Identification
No.)
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11990
Market Street, Suite 205
Reston,
Virginia 20190
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code: (703)
867-9247
(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 the 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 under the Exchange Act (17 CFR
240.14a-12)
|
| 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)) |
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On March 17, 2010, Emerald Dairy Inc.
(the “Company”) closed its offer (the “Warrant Tender Offer”) to all holders of
warrants to purchase shares of the Company’s common stock, having exercise
prices of either $0.94, $1.50, $1.63, $2.04 or $3.26 per share, originally
issued in connection with private placements the Company consummated in October
2007 (the “Original Warrants”), to exchange their Original Warrants for warrants
exercisable at reduced exercise prices (“Amended Warrants”). In
connection with the Warrant Tender Offer:
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·
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a
total of 373,334 Original Warrants with exercise prices of $0.94 per share
were exchanged for Amended Warrants with reduced exercise prices of $0.75
per share;
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·
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a
total of 499,522 Original Warrants with exercise prices of $1.50 per share
were exchanged for Amended Warrants with reduced exercise prices of $1.20
per share;
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·
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no
Original Warrants with exercise prices of $1.63 per share were exchanged
for Amended Warrants with reduced exercise prices of $1.30 per
share;
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·
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a
total of 30,675 Original Warrants with exercise prices of $2.04 per share
were exchanged for Amended Warrants with reduced exercise prices of $1.63
per share; and
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·
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a
total of 153,374 Original Warrants with exercise prices of $3.26 per share
were exchanged for Amended Warrants with reduced exercise prices of $1.63
per share.
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The only
material differences between the Original Warrants and the Amended Warrants,
other than the lower exercise prices described above, are that the Amended
Warrants:
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·
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will
expire twenty (20) days following the expiration of the Warrant Tender
Offer;
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·
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will
not be subject to the limitation contained in the Original Warrants, which
provides that the Original Warrants may not be exercised if the exercise
would cause the holder and its affiliates to hold an aggregate of more
than 9.9% of the outstanding shares of common stock of the Company;
and
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·
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must
be exercised for cash, as a cashless exercise of the Amended Warrants will
not be permitted.
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The
Company believes the issuance of the 1,056,905 Amended Warrants in connection
with the Warrant Tender Offer was exempt from registration under the Securities
Act of 1933, as amended, pursuant to Section 3(a)(9) thereunder (and/or Section
4(2), as a transaction by an issuer not involving a public
offering).
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As of March 19, 2010, the Company and
Shu Kaneko, Chief Financial Officer, Secretary and a member of the board of
directors of the Company (the “Executive”), executed an amendment (the
“Amendment”) to the Executive’s Employment Agreement, originally entered into on
November 1, 2007 (the “Employment Agreement”), to provide that the Executive is
not prohibited from serving as a director on the board of directors of a company
not engaged in a “Competing Business” (as defined in the Employment Agreement),
provided it does not interfere with the Executive’s duties and responsibilities
under the Employment Agreement, as determined in the sole discretion of the
Company’s board of directors. Except as specifically amended by the Amendment,
the Employment Agreement remains in full force and effect.
2
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Amendment, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
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Item
8.01.
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Other
Events.
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As of
March 18, 2010, Yang Yong Shan, the Company’s Chairman, Chief Executive Officer
and President, returned 180,000 shares of the Company’s common stock to the
Company as a capital contribution. The 180,000 shares have been
returned to the Company’s number of authorized but unissued shares of common
stock.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Form
8-K.
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Exhibit
No.
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Description
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10.1
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Amendment,
dated March 19, 2010, to Employment Agreement between the Company and Shu
Kaneko
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3
SIGNATURE
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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EMERALD
DAIRY INC.
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|||
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(Registrant)
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|||
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Date: March 23,
2010
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By:
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/s/ Yang Yong Shan | |
| Yang Yong Shan | |||
| Chairman, Chief Executive Officer and President | |||