Attached files
| file | filename |
|---|---|
| EX-99.1 - Ever-Glory International Group, Inc. | v180345_ex99-1.htm |
| EX-10.1 - Ever-Glory International Group, Inc. | v180345_ex10-1.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): April 7, 2009 (April 1,
2009)
EVER-GLORY
INTERNATIONAL GROUP, INC.
(Exact
name of registrant as specified in charter)
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Florida
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000-28806
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65-0420146
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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100
N. Barranca Ave. #810
West
Covina, CA 91791
(Address
of Principal Executive Offices) (Zip code)
(626)
859-6638
(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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¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April
1, 2010, the Board of Directors (the “Board”) of Ever-Glory International Group
Inc. (the “Company”) elected Gerald
(Gerry) Goldberg as a director of the Company to fill an existing vacancy
on the Board created by the resignation of Bennet P.
Tchaikovsky. Based upon information submitted to the Board by
Mr. Goldberg, the Board has determined that Mr. Goldberg
is “independent” under the listing standards of both NYSE Amex and
the NASD Marketplace Rules. Mr. Goldberg has not participated in the
preparation of the Company’s financial statements or any current subsidiary at
any time during the past three years, and is able to read and understand
financial statements. The Board also determined that Mr. Goldberg
qualifies as an audit committee financial expert under Item 407(d)(5)(ii) and
(iii) of Regulation S-K.
Mr.
Goldberg will serve as the Chairman of the Audit Committee and a member of the
Compensation Committee of the Board.
We
entered into a letter agreement with Mr. Goldberg regarding the terms of his
service as a director, which was included as Exhibit 10.1 to this Form 8-K.
Under our agreement with Mr. Goldberg, he will be entitled to receive annual
compensation of $34,000 for his services rendered pursuant to the agreement, in
accordance with the compensation guidelines established by the Board for
non-employee directors. Mr. Goldberg’s annual compensation will be
paid in cash of $24,000 and in such number of shares of the Company’s restricted
common stock having an aggregate value equal to $10,000, as determined by the
average per share closing prices of the Company’s common stock as quoted on
national exchange, as applicable, for the five trading days leading up to and
including the last trading date of the quarter following which the shares are to
be issued (i.e. when the shares are issued within 30 days following the end of
the second quarter and the fourth quarter) of the year for which compensation is
being paid. The total number of
formal Committee meetings the Company requests for Mr. Goldberg 's participation will not be more
than seven times per 12 months starting from the effective date of the
agreement, Mr. Goldberg will receive an extra compensation of
$500 for each additional formal Committee meeting he participates at the
Chairman’s request. His Compensation, in the form of shares,
shall be issued and paid semi-annually, within 30 days following the end of the
second and the fourth quarter (beginning with the second quarter of 2010), of
each calendar year. Compensation, in the form of cash，shall be paid quarterly, within 30 days
following the end of each quarter (beginning with the second quarter of 2010),
of each calendar year. In addition, the Annual Compensation will be pro
rated daily (based on a 360 day year) for any portion of the year during which
he serves as a director. As an independent director, Mr. Goldberg will also be
eligible for reimbursement of all travel and other reasonable expenses relating
to his attendance of Board meetings in person and performance of
duties.
The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to the definitive transaction document, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K.
Except
for the letter agreement between the Company and Mr. Goldberg which contains
certain terms under which Mr. Goldberg will serve as a director, there is no
arrangement or understanding between Mr. Goldberg and any other persons,
pursuant to which Mr. Goldberg was selected as a director.
Following
the appointment of Mr. Goldberg as the third
independent director on a five-member board, the Company now has a majority of
independent directors on its board.
A copy of
the Company’s press release announcing these appointments is attached hereto as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b) PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c) SHELL
COMPANY TRANSACTIONS
Not
Applicable
(d)
EXHIBITS.
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Exhibit
Number
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Description
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10.1
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Letter
Agreement by and between Ever-Glory International Group Inc.and Mr.
Goldberg effective as of April 1, 2010
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99.1
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Press
Release issued by Ever-Glory International Group Inc., dated April 7,
2010, entitled " Ever-Glory
Appoints New Independent Director”.
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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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EVER-GLORY
INTERNATIONAL GROUP, INC.
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Date: April
7, 2010
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By:
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/s/ Edward
Yihua Kang
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Edward Yihua Kang |
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Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Letter
Agreement by and between Ever-Glory International Group Inc.and Mr.
Goldberg effective as of April 1, 2010
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99.1
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Press
Release issued by Ever-Glory International Group Inc., dated April 7,
2010, entitled " Ever-Glory
Appoints New Independent Director”.
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