Attached files
| file | filename |
|---|---|
| EX-99.4 - SKYSTAR BIO-PHARMACEUTICAL CO | v181553_ex99-4.htm |
| EX-99.3 - SKYSTAR BIO-PHARMACEUTICAL CO | v181553_ex99-3.htm |
| EX-99.2 - SKYSTAR BIO-PHARMACEUTICAL CO | v181553_ex99-2.htm |
| EX-99.1 - SKYSTAR BIO-PHARMACEUTICAL CO | v181553_ex99-1.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 19, 2010
SKYSTAR
BIO-PHARMACEUTICAL COMPANY
(Exact
name of registrant as specified in Charter)
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Nevada
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000-28153
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33-0901534
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
|
(IRS
Employer Identification No.)
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Rm.
10601, Jiezuo Plaza, No.4, Fenghui Road South,
Gaoxin
District, Xian Province, P.R. China
(Address
of Principal Executive Offices)
(8629)
8819-3188
(Issuer
Telephone Number)
N/A
(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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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Effective
April 16, 2010, Mr. Bennet P. Tchaikovsky resigned as the Registrant’s Chief
Financial Officer. The decision by Mr. Tchaikovsky to resign from his position
was not the result of any material disagreement with the Registrant on any
matter relating to the Registrant’s operations, policies or
practices.
Effective
April 16, 2010, the Registrant’s board of directors appointed Mr. Michael
Hongjie Lan as the Registrant’s Chief Financial Officer to replace Mr.
Tchaikovsky.
From
December 2007 to January 2009, Mr. Lan served as the practice director of
Innowave Technology, an information architecture consultancy specializing in
complex integrations of service oriented architecture-based approaches. In 2007,
Mr. Lan served as the senior manager of Gilead Science, Inc., a NASDAQ listed
company that discovers, develops and commercializes innovative therapeutics in
areas of unmet medical need. From 2004 to 2005, he worked as the project manager
of Axion Solutions. From 1999 to 2004, Mr. Lan served as the senior consultant
of Systems Management Inc. Mr. Lan received a B.A. in English Literature from
Xiamen University and a Master of Accounting from the University of Southern
California and became a Certified Public Accountant in 1996.
In
connection with his appointment, the Registrant entered into an employment
agreement with Mr. Lan, pursuant to which he will serve as the Registrant’s
Chief Financial Officer on a full-time basis, for an initial one-year term. Mr.
Lan will be entitled to receive annual compensation of $100,000, as well as
reimbursement for reasonable expenses incurred in connection with the
performance of his duties, including travel expenses. The foregoing
description of the employment agreement with Mr. Lan is qualified in its
entirety by a copy of such agreement attached to this current report on Form 8-K
as Exhibit 99.1.
Mr. Lan
has no family relationships with any of the Registrant’s current directors,
executive officers or persons nominated or appointed to become directors or
executive officers. There are also no related party transactions to
report involving Mr. Lan.
Additionally
on April 16, 2010, the Registrant entered into a services agreement with
Mr. R. Scott Cramer, a member of the Registrant’s board of directors, pursuant
to which Mr. Cramer shall continue to act as a United States Representative of
the Registrant (the “Representative”). The Registrant previously retained Mr.
Cramer’s services under an agreement which term expired on March 31, 2010,
although Mr. Cramer has continued to act as the Representative at the
Registrant’s request. The services agreement renews Mr. Cramer’s term for an
additional 1-year period beginning on April 1, 2010, for an annual fee of
$30,000 payable in four quarterly installments of $7,500 at the end of each
quarter. Additionally, Mr. Cramer will be entitled to receive 10,000 restricted
shares of common stock under the Registrant’s 2010 Incentive Stock Plan (the
“Plan”), and has entered into a restricted stock award agreement in connection
therewith.
Under the
restricted stock award agreement, Mr. Cramer is granted 10,000 restricted shares
of common stock under the Plan (the “Shares”). The Shares will vest in four
installments of 2,500 shares at the end of each quarter with the first vesting
date on June 30, 2010. The number and the original value of the Shares will be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a recapitalization, subdivision or consolidation of shares
or the payment of a stock dividend, or any other increase or decrease in the
number of such shares effected without receipt of consideration by the
Registrant. The Registrant will have the right to repurchase all or any portion
of the Shares at a price equal to the original amount paid for the Shares by Mr.
Cramer upon the termination of the services agreement or any attempted transfer
of Shares in violation of the services agreement.
The
foregoing description of the services agreement and the restricted stock award
agreement is qualified in its entirety by a copy of such agreements attached to
this current report on Form 8-K as Exhibits 99.2 and 99.3.
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Item 8.01
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Other
Events.
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On April
19, 2010, the Registrant issued a press release, a copy of which is included as
Exhibit 99.4 to this current report on Form 8-K.
The
information in Item 8.01 and Exhibit 99.4 attached hereto shall not be deemed
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall it
be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except as
expressly set forth by specific reference in such a filing.
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit
Number
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Description
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99.1
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Employment
Agreement dated April 16, 2010
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99.2
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Services
Agreement dated April 16, 2010
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99.3
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Restricted
Stock Award Agreement dated April 16, 2010
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99.4
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Press
Release dated April 19,
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 thereunto
duly authorized.
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Skystar
Bio-Pharmaceutical Company
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Date:
April 19, 2010
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(Registrant)
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By:
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/s/
Weibing Lu
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Weibing
Lu
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Chief
Executive Officer
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