Attached files
| file | filename |
|---|---|
| EX-10.9 - Deer Consumer Products, Inc. | v178716_ex10-9.htm |
| EX-10.8 - Deer Consumer Products, Inc. | v178716_ex10-8.htm |
| EX-10.10 - Deer Consumer Products, Inc. | v178716_ex10-10.htm |
| EX-10.14 - Deer Consumer Products, Inc. | v178716_ex10-14.htm |
| EX-10.12 - Deer Consumer Products, Inc. | v178716_ex10-12.htm |
| EX-10.13 - Deer Consumer Products, Inc. | v178716_ex10-13.htm |
| EX-10.11 - Deer Consumer Products, Inc. | v178716_ex10-11.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 of 1934
Date
of Report (Date of earliest event reported): December 1, 2008
DEER
CONSUMER PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-34407
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20-5526104
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(State
or other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Area 2, 1/F, Building M-6,
Central High-Tech Industrial Park,
Nanshan,
Shenzhen, China
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518057
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86)
755-8602-8285
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:
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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
240.13e-4(c))
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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The Company’s
Chairman & CEO Acquired 941,740 Shares of the Company’s
Common Stock.
On March
22, 2010, Mr. Ying “Bill” He, Founder, Chairman and Chief Executive Officer of
Deer Consumer Products, Inc. (the “Company”), purchased 941,740 shares of the
Company’s common stock, par value $.001 per share (the “Common Stock”), from
Sharp Champion Limited, solely controlled by Mr. James Chiu, Head of Asia
Pacific Operations of the Company. Mr. He purchased the shares through Achieve
On Limited, a company under his sole control. Mr. He and Mr. Chiu each filed a
Form 4 with the Securities and Exchange Commission reporting the change in their
respective holdings on March 24, 2010.
After
giving effect to the purchase of the additional Common Stock, Mr. He controls,
through Achieve On Limited, 8,200,980 shares of Common Stock or 25.13% of the
total outstanding shares of Common Stock, up from his prior ownership of
7,259,240 shares of Common Stock or 22.25% of the total outstanding shares of
Common Stock.
Mr. He
acquired the additional shares in his belief of the long-term prospects of the
Company and the expansion and growth of the Company’s China domestic and global
businesses. Mr. He intends to continue to acquire shares of Common Stock, both
from private transactions and public markets, as permitted by the Company’s
insider trading policies. Mr. He currently has no specific plans or proposals
for any immediate acquisitions of additional shares.
Mr. Chiu
continues in his position with the Company as Head of Asia Pacific and no change
in his position or responsibilities with the Company are planned by the Company
or Mr. Chiu.
The
Company’s Entire Management Extended 3 Year Lockup Agreements.
On
September 3, 2008, the management of the Company, representing the Company’s
entire current insider holdings, voluntarily entered into share lockup
agreements, which, among other things, prohibited the sale of their stock to the
general public until at least through July 17, 2012.
On March
23, 2010, in order to demonstrate Company management’s continued commitment
towards the long-term success of the Company, Mr. He and the remaining
management shareholders entered into new lockup agreements with the Company (the
“Lockup Agreements”), which replaced their former lockup agreements. The newly
entered Lockup Agreements are binding upon the Company’s entire current insider
holdings. Management agreed to voluntarily extend their lockup agreements for a
period of 6 months and are prohibited from the sale of their stock to the
general public until at least January 17, 2013.
The
Lockup Agreements provide:
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1.
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The
lockup period for all existing and newly acquired shares of Common Stock
held by management, as well as all future shares that management may
acquire, extends to January 17,
2013;
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2.
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Management
may continue to acquire shares of Common Stock solely from other
members of the Company’s management or from public purchases, but can not
sell to the general public prior to January 17,
2013;
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3.
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The
only circumstance under which the Board of Directors of the Company may
approve a waiver of the lockup provisions is in the event of a change
of control or sale of the Company prior to January 17, 2013;
and,
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4.
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All
existing and newly acquired shares of Common Stock held by management, as
well as all future shares that management may acquire, shall be subject to
the lockup, a stop order and held in custody by the Company’s
attorney.
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The
Company’s transfer agent has been notified of the new Lockup Agreements in order
to enforce the stop order provisions.
The
foregoing description of the Lockup Agreements is not complete and is qualified
in its entirety by reference to the full text of the Lockup Agreements, which
are filed as Exhibits 10.8 – 10.14 and incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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10.8
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Lockup
Agreement between Achieve On Limited, Ying He and
Deer Consumer Products, Inc., dated March 23, 2010.
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10.9
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Lockup
Agreement between Sino Unity Limited, Yu Hai Deng and
Deer Consumer Products, Inc., dated March 23, 2010.
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10.10
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Lockup
Agreement between True Olympic Limited, Zong Zhu Nie and Deer Consumer
Products, Inc., dated March 23, 2010.
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10.11
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Lockup
Agreement between Great Scale Holdings Limited, Fa Min He and Deer
Consumer Products, Inc., dated March 23, 2010.
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10.12
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Lockup
Agreement between New Million Holdings Limited, Bao Zhi Li and Deer
Consumer Products, Inc., dated March 23, 2010.
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10.13
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Lockup
Agreement between Tiger Castle Limited, Jing Wu Chen and Deer
Consumer Products, Inc., dated March 23, 2010.
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10.14
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Lockup
Agreement between Sourceland Limited, Yong Mei Wang and Deer Consumer
Products, Inc., dated March 23,
2010.
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2
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.
Dated: March
29, 2010
DEER
CONSUMER PRODUCTS, INC.
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By:
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/s/ Ying He
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Name:
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Ying
He
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Title:
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Chief
Executive Officer
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3