Attached files
| file | filename |
|---|---|
| EX-99.1 - CHINA ELECTRIC MOTOR, INC. | v188109_ex99-1.htm |
| EX-10.1 - CHINA ELECTRIC MOTOR, INC. | v188109_ex10-1.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): June 8, 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)
|
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Registrant’s
telephone number, including area code
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86-755-81499
9969
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|
(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))
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Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Principal Financial Officer
On June
8, 2010, the Board of Directors of China Electric Motor, Inc. (the “Company”)
appointed Hueng Sang (“Dexter”) Fong, age 50, as the Company’s Chief Financial
Officer and Corporate Secretary effective June 10, 2010, replacing Haixia Zhang,
who will remain with the Company as Corporate Controller.
Heung
Sang Fong has served as a director of the Company since January
2010. From February 2009 to March 2010, Mr. Fong served as the Chief
Financial Officer and as a Director of Apollo Solar Energy, Inc. (OTCBB:
ASOE). From December 2006 to January 2009, Mr. Fong served as the
Executive Vice President of Corporate Development of Fuqi International, Inc.
(NASDAQ: FUQI). From January 2004 to November 2006, Mr. Fong served
as the managing partner of Iceberg Financial Consultants, a financial advisory
firm based in China that advises Chinese clients in capital raising activities
in the United States. From December 2001 to December 2003, Mr. Fong was the
Chief Executive Officer of Holley Communications, a Chinese company that engaged
in CDMA chip and cell phone design. From March 2002 to March 2004, he served as
Chief Financial Officer of Pacific Systems Control Technology, Inc. From May
2001 to November 2001, Mr. Fong was the Director of Finance of PacificNet, Inc.,
a customer relationship management, mobile internet, e-commerce and gaming
technology based in China. From December 1998 to April 2001, he was the Group
Financial Controller of Oregon Scientific, a wholly-owned subsidiary of IDT, a
Hong Kong Stock Exchange-listed company. Mr. Fong is a U.S. CPA and has held
various positions in such capacity with accounting firms in the United States
and Hong Kong, including Deloitte and Touche, Ernst and Young, and KPMG Peat
Marwick. Since March 2010, Mr. Fong has served as Director of Rongfu
Agriculture, Inc. (OTCBB: RNFU). Since July 2006, Mr. Fong has served as an
independent director of a Hong Kong public company, Universal Technology Inc.
(HK:8091). Since July 2007, Mr. Fong has also served as a director and audit
committee chairman, for each of Diguang International Development Co., Ltd.
(OTCBB: DGNG) and Kandi Technology Corp. (NASDAQ-CM: KNDI). Mr. Fong served as
independent director of Zhaoheng Hydropower (ZHYLP.PK) from June 2008 to May
2009. Mr. Fong graduated from the Hong Kong Baptist College with a
diploma in History in 1982. He also received an MBA from the University of
Nevada at Reno in 1989 and a Masters degree in Accounting from the University of
Illinois at Urbana Champaign in 1993. Mr. Fong’s long and varied business
career, including service as a CFO and director of a publicly-traded company, as
well as his significant financial and accounting experience as a U.S. CPA and
knowledge of the capital markets qualify him to serve on the Company’s Board of
Directors.
On June
10, 2010, the Company entered into an amended and restated employment agreement
with Mr. Fong regarding his employment by the Company as its new Chief Financial
Officer (the “Agreement”). Pursuant to the Agreement, Mr. Fong will
be entitled to a base salary at an annual rate of $100,000, 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. Mr. Fong is entitled to accrue twenty-one (21) days of paid
leave each year, with a total maximum accrual of thirty (30) days.
The
Company agreed that within five business days after the approval of an equity
incentive plan (the “Plan”) by the Company’s stockholders, it will grant 150,000
shares of Common Stock of the Company to Mr. Fong, which shall be immediately
vested upon the date of grant. The Company also agreed to grant to
Mr. Fong an additional 300,000 shares of the Company’s common stock on January
31, 2012, with 250,000 of such shares to vest immediately upon the date of grant
and 50,000 of such shares to vest on May 31, 2012. Additional terms and conditions of the
grants of shares shall be determined by the Company’s Board of Directors in
accordance with the Plan at the time of the grants and set forth in a stock
grant agreement to be executed by the Company and Mr. Fong.
The
initial term of the employment agreement is twenty-four (24) 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. Fong may terminate the Agreement for any reason upon thirty
(30) days written notice to the Company. The Company may terminate
the Agreement immediately for Cause (as defined in the Agreement) and upon
thirty (30) days written notice to Mr. Fong without Cause. In the
event Mr. Fong’s employment with the Company is terminated, the Company will pay
Mr. Fong 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. Fong’s termination of the Agreement
for Good Reason (as defined in the Agreement), the Company will also pay to Mr.
Fong a severance payment in an amount equal to three (3) months of Mr. Fong’s
annual salary at the time of termination. In the event of Mr. Fong’s
termination by the Company without Cause, Mr. Fong will also receive a severance
payment in an amount equal to Mr. Fong’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. Fong and any other persons
pursuant to which Mr. Fong was selected as Chief Financial Officer
and Corporate Secretary. Mr. Fong has not been
party to any transaction requiring disclosure pursuant to Item 404(a) of
Regulation S-K. There are no family relationships between Mr. Fong
and any director or executive officer of the Company.
Item
7.01 Regulation FD Disclosure.
On June
11, 2010, the Company issued a press release announcing the appointment of Mr.
Fong as the Company’s Chief Financial Officer.
A copy of
the June 11, 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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Amended
and Restated Employment Agreement with Heung Sang Fong dated as of June
10, 2010.
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|
99.1
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Press
release dated June 11, 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 hereunto
duly authorized.
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CHINA
ELECTRIC MOTOR, INC.
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|||
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Date: June 10,
2010
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By:
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/s/ Yue Wang | |
| Name: | Yue Wang | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
10.1
|
Amended
and Restated Employment Agreement with Heung Sang Fong dated as of June
10, 2010.
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99.1
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Press
release dated June 11, 2010.
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