Attached files
| file | filename |
|---|---|
| EX-99.1 - CHINA ELECTRIC MOTOR, INC. | v187096_ex99-1.htm |
| EX-10.1 - EX-10.1 - CHINA ELECTRIC MOTOR, INC. | v187096_ex10-1.htm |
| EX-10.2 - EX-10.2 - CHINA ELECTRIC MOTOR, INC. | v187096_ex10-2.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): May 29, 2010
China
Electric Motor, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
001-34613
|
26-1357787
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
of
Incorporation)
|
Sunna
Motor Industry Park, Jian’an, Fuyong Hi-Tech Park, Baoan District, Shenzhen,
Guangdong, China
(Address,
including zip code, off principal executive offices)
Registrant’s
telephone number, including area code
86-755-81499969
(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 (see General
Instruction A.2. below):
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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Appointment
of Executive Officers
On May
31, 2010, the Board of Directors of China Electric Motor, Inc. (the “Company”)
appointed Xinming Xiao as the Company’s Chief Operating Officer and Shengping
Wang as the Company’s Chief Technology Officer, effective June 1,
2010.
Xinming (“Michael”)
Xiao, age 46, has over 10 years of production and technology management
experience. Prior to joining the Company, Mr. Xiao served as the Deputy Managing
Director of Huizhou Besthope Micromotion Technology Industry Co., Ltd., a
manufacturer of professional drive mechanisms and micro-motors, from October
2009 to May 2010. From June 2006 to September 2009, Mr. Xiao served
as the General Manager of Shanghai AWA Seimtsu Electric Co., Ltd., a designer
and manufacturer of telephone vibration motors. Mr. Xiao served as
the Vice General Manager of Shenzhen MicroTech Motor Co., Ltd., a company
engaged in micro-motor and motor parts trading, from June 2004 to May
2006. Mr. Xiao received a bachelor’s degree in Machinery
Manufacturing Technology and Equipment Automation in June 1982 from Central
South University and a master’s degree in Mechanical Engineering in June 1990
from Wuhan University of Technology.
Shenping
Wang, age 44, has more than 10 years of solid micro-motor industry experience,
and is proficient in micro-motor design and production. Mr. Wang
served as the General Manager of Shenzhen Chengzheng Technology Co., Ltd., a
producer and operator of winding and spot-welding machines and the sale and
development of micro-motors and associated devices, from March 2003 to May
2010. From March 1996 to February 2002, Mr. Wang served as the
manager of the research and design and manufacturing center and as the lead
founder of the Guangzhou factor of Standard Motor Co., Ltd., a manufacturer of
DC brush motors. From February 1992 to March 1996, Mr. Wang served as
a motor production engineer of MABUCHI Motor, a micro-motor
manufacturer. From August 1988 to February 2002, Mr. Wang served as a
production engineer of an oil pump and glib factory. Mr. Wang
received a bachelor’s degree in Machine Manufacture and Equipment in July 1988
from the Engineering Institute of Shenyang.
On May
29, 2010, the Company entered into an employment agreement with each of Mr. Xiao
and Mr. Wang regarding their employment with the Company as its new Chief
Operating Officer and Chief Technology Officer, respectively (the
“Agreements”). The Agreements are effective as of June 1,
2010. Pursuant to the Agreements, each of Mr. Xiao and Mr. Wang will
be entitled to a base salary at a monthly rate of RMB 20,000, as well as
reimbursement for the cost of standard corporate-style healthcare insurance
coverage and for reasonable travel, hotel, entertainment, and other business
related expenses. Each of Mr. Xiao and Mr. Wang are entitled to accrue seven (7)
days of paid leave each year.
The
Company agreed that within five (5) business days after the approval of an
equity incentive plan by the Company’s stockholders (the “Plan”), it will grant
to each of Mr. Xiao and Mr. Wang, in accordance with the terms and conditions of
the Plan, 50,000 shares of restricted common stock of the Company (the
“Grants”). Additional terms and conditions of the Grants shall be
determined by the Company’s Board of Directors in accordance with the Plan at
the time of the Grant and set forth in a stock grant agreement between the
officer and the Company.
The
initial term of the Agreements is thirty-six (36) months, with automatic
one-year extensions, unless either party provides ninety (90) days written
notice of termination prior to the expiration of then current
term. Mr. Wang and Mr. Xiao may terminate his Agreement for any
reason upon thirty (30) days written notice to the Company. The
Company may terminate the Agreements immediately for Cause (as defined in the
Agreement) and upon thirty (30) days written notice without Cause. In
the event Mr. Xiao’s or Mr. Wang’s employment with the Company is terminated,
the Company will pay Mr. Xiao or Mr. Wang, as applicable, on the date of
termination only the amount of his salary that is earned but unpaid as of the
date of termination, in addition to any accrued but unused paid leave and any
unreimbursed business expenses incurred as of the date of
termination. In the event of Mr. Xiao’s or Mr. Wang’s termination of
his Agreement for Good Reason (as defined in the Agreement), the Company will
also pay to such officer a severance payment in an amount equal to three (3)
months of such officer’s annual salary at the time of termination. In
the event of Mr. Xiao’s or Mr. Wang’s termination by the Company without Cause,
such officer will also receive a severance payment in an amount equal to such
officer’s salary at the time of termination for the remainder of the
then-current term of the Agreement.
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There are
no arrangements or understandings between Mr. Xiao and any other persons
pursuant to which Mr. Xiao was selected as Chief Operating
Officer. There are no arrangements or understandings between Mr. Wang
and any other persons pursuant to which Mr. Wang was selected as Chief
Technology Officer. Neither Mr. Xiao nor Mr. Wang has been party to
any transaction requiring disclosure pursuant to Item 404(a) of Regulation
S-K. There are no family relationships between Mr. Xiao or Mr. Wang
and any director or executive officer of the Company.
Resignation
of Executive Officer
Effective
June 1, 2010, Xiaobo Zhang resigned as the Company’s Chief Administrative
Officer. Mr. Zhang’s resignation was for personal reasons and not due
to any disagreement with the Company.
Item
7.01 Regulation FD Disclosure.
On June
2, 2010, the Company issued a press release announcing the appointment of Mr.
Xiao and Mr. Wang as the Company’s Chief Operating Officer and Chief Technology
Officer, respectively.
A copy of
the June 2, 2010 press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and the information therein is incorporated herein by
reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Employment
Agreement with Xinming Xiao effective as of June 1,
2010.
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10.2
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Employment
Agreement with Shengping Wang effective as of June 1,
2010.
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99.1
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Press
release dated June 2,
2010.
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- 3
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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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CHINA
ELECTRIC MOTOR, INC.
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|||
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Date:
June 2, 2010
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|||
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By:
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/s/ Yue Wang
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||
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Name:
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Yue
Wang
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||
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Title:
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Chief
Executive Officer
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||
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EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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10.1
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Employment
Agreement with Xinming Xiao effective as of June 1,
2010.
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10.2
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Employment
Agreement with Shengping Wang effective as of June 1,
2010.
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99.1
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Press
release dated June 2,
2010.
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