Attached files
| file | filename |
|---|---|
| EX-99.2 - LianDi Clean Technology Inc. | v186042_ex99-2.htm |
| EX-10.3 - LianDi Clean Technology Inc. | v186042_ex10-3.htm |
| EX-10.2 - LianDi Clean Technology Inc. | v186042_ex10-2.htm |
| EX-10.1 - LianDi Clean Technology Inc. | v186042_ex10-1.htm |
| EX-99.1 - LianDi Clean Technology Inc. | v186042_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): May 17, 2010
LianDi Clean Technology
Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-52235
(Commission
File Number)
|
75-2834498
(IRS
Employer Identification No.)
|
4th Floor
Tower B. Wanliuxingui Building,
No.
28 Wanquanzhuang Road, Haidian District, Beijing, 100089
China
(Address
of principal executive offices and zip code)
(86)
010-5872-0171
(Registrant’s
telephone number including area code)
(Former
Name and Former Address)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensatory Arrangements of Certain
Officers.
Effective
as of May 17, 2010, the Board of Directors of LianDi Clean Technology Inc. (the
“Company”), appointed Hongjie Chen, Joel Paritz and Xiaojun Li to serve as
independent directors (each individually, an “Independent Director” and
collectively, the “Independent Directors”) as defined in Rule 10A-3(b)(1) of the
Securities Exchange Act of 1934, as amended, for a term of one year. The Board
of Directors established an Audit Committee, a Nominating and Governance
Committee and a Compensation Committee. All of the Independent Directors will
serve on each committee. Mr. Paritz will serve as the Chairman of the
Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee.
The Board
of Directors determined that Mr. Paritz possesses accounting or related
financial management experience that qualifies him as financially sophisticated
within the meaning of Rule 5605(c)(2)(A) of the Marketplace Rules of The Nasdaq
Stock Market LLC and that he is an “audit committee financial expert” as defined
by the rules and regulations of the Securities and Exchange
Commission.
Pursuant
to one year agreements with the Company, each of Messrs. Chen and Li will
receive a fee of $300 per month for the term of the agreement, while Paritz will
receive a monthly fee of $4,000 for the term of the agreement. Messrs.
Chen and Li were each awarded (i) on the date of execution of their respective agreements, a
5-year option to purchase up to 5,000 shares of common stock at the fair market
value of the common stock on the date of the grant, such shares vesting in equal
quarterly installments for the one year period following the date of grant, and
(ii) on the one-year anniversary of the execution of their respective agreements, an
additional 5-year option to purchase up to 5,000 shares of common stock at the
fair market value of the common stock on the date of the grant, such shares
vesting in equal quarterly installments for the one year period following the
date of grant. Pursuant to Mr. Paritz’s agreement, he was awarded (i) on
the date of execution of the agreement, a 5-year option to purchase up to 24,000
shares of common stock at the fair market value of the common stock on the date
of the grant, such shares vesting in equal quarterly installments for the one
year period following the date of grant, and (ii) on the one-year anniversary of
the execution of the agreement, an additional 5-year option to purchase up to
24,000 shares of common stock at the fair market value of the common stock on
the date of the grant, such shares vesting in equal quarterly installments for
the one year period following the date of grant. The
Company will also reimburse each Independent Director for expenses related to
his or her attending meetings of the board, meetings of committees of the board,
executive sessions and shareholder meetings.
Mr. Chen
is currently a managing director of the investment banking firm Haitong
Securities Co., Ltd. Previously, he was a financial manager with Lison
International Ltd., a subsidiary of Sinopec Shanghai Engineering Co., Ltd.
(SSEC) in Hong Kong, and a project financial analyst at SSEC. Mr. Chen received
his Bachelor of Economics at Shanghai University of Engineering Science and his
EMBA from China Europe International Business School.
Mr.
Paritz is founder of Paritz & Company, P.A., an accounting and consulting
firm servicing clients in the New York area as well as multi-national companies.
Prior to forming Paritz & Co., he was employed by Ernst and Young in both
the audit and tax departments. Mr. Paritz is a member of the New York and New
Jersey Societies of Certified Public Accountants, American Institute of
Certified Public Accountants and the Securities and Exchange Commission Practice
Section. He currently serves as a member of the board of directors of the Bank
of New Jersey. Mr. Paritz received his master’s in degree in business
administration and his bachelor’s degree in accounting from Rutgers
University.
2
Mr. Li is
currently president of ShengYuan Investment Company Ltd., an international
investment and trading company, and vice president of Zhonghui Guohua Industrial
Group Company Limited, a major Chinese mining company. He also serves as deputy
secretary of the National
Development and Reform Commission of China Industrial Development Association,
and has served as general manager of China's Overseas Economic Cooperation
Corporation of State Foreign Trade, Central Asia branch. Mr. Li received his
bachelor’s degree in economics from the Political
Education Department of Xinjiang University.
None of
the Independent Directors have any family relationships with any of the
executive officers or directors of the Company. There have been no
transactions in the past two years to which the Company or any of its
subsidiaries was or is to be a party, in which the Independent Directors had, or
will have, a direct or indirect material interest. Copies of the
agreements by and between the Company and the Independent Directors are attached
hereto as Exhibits 10.1, 10.2 and 10.3.
Item
8.01. Other Events.
On May
17, 2010, the Company issued a press release announcing the appointment of the
Independent Directors. A copy of the press release is attached hereto
as Exhibit 99.1.
On May
14, 2010, the Company adopted a code of ethics, which is attached hereto as
Exhibit 99.2.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
No.
|
Description
|
|
|
10.1
|
Independent
Director Agreement of Hongjie Chen
|
|
|
10.2
|
Independent
Director Agreement of Joel Paritz
|
|
|
10.3
|
Independent
Director Agreement of Xiaojun Li
|
|
|
99.1
|
Press
Release dated May 17, 2010
|
|
|
99.2
|
Code
of Ethics of the Company
|
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.
|
Dated: May
21, 2010
|
LIANDI
CLEAN TECHNOLOGY INC.
|
|
|
By:
|
/s/Jianzhong Zuo
|
|
|
Name:
Jianzhong Zuo
|
||
|
Title:
Chief Executive Officer and
President
|
||
4
EXHIBIT
INDEX
|
No.
|
Description
|
|
|
10.1
|
Independent
Director Agreement of Hongjie Chen
|
|
|
10.2
|
Independent
Director Agreement of Joel Paritz
|
|
|
10.3
|
Independent
Director Agreement of Xiaojun Li
|
|
|
99.1
|
Press
Release dated May 17, 2010
|
|
|
99.2
|
Code
of Ethics of the Company
|
5