Attached files
| file | filename |
|---|---|
| EX-10.3 - QKL Stores Inc. | v189649_ex10-3.htm |
| EX-10.2 - QKL Stores Inc. | v189649_ex10-2.htm |
| EX-10.1 - QKL Stores Inc. | v189649_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 1934
Date of
Report (date of earliest event reported): June 28, 2010
QKL
STORES INC.
(Exact
name of registrant as specified in charter)
|
Delaware
|
033-10893
|
75-2180652
|
||
|
(State
of Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer
Identification
No.)
|
44 Jingqi
Street
Dongfeng
Xincun
Sartu
District
163311
Daqing, PRC
(Address
Of Principal Executive Offices) (Zip Code)
(011)
86-459-460-7987
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, is 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):
¨ 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
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
On June
28, 2010, QKL Stores Inc. (the “Company”), through Daqing QKL Chain Commerce
& Trade Co. Ltd. (“QKL Chain”), a company that the Company controls through
a series of contractual arrangements, entered into a premises lease contract
(the “Lease Agreement”) with Xiangdong Zhang (the “Lessor”). Pursuant to the
Lease Agreement, QKL Chain leased a building in Daqing, Heilongjiang Province,
in the People’s Republic of China (“PRC”).
The
building was leased to replace the Company’s existing headquarters which the
Company has outgrown, and the new building is intended to accommodate future
growth of the Company’s administrative and operations personnel as it implements
its supermarket expansion plan. The Company may also use the building
as a supermarket premises. The building has five stories with an area
of 4,897 square meters (52,711 square feet). The building is located
at No.1 Nanreyuan Street, Sartu District, Daqing, PRC. Under the Lease
Agreement, the Company took possession of the premises on June 28, 2010, which
commenced a rent-free renovation period that ends on December 19,
2010. The Company currently plans to complete its renovations of the
premises in July. The Company intends to convert its existing
headquarters’ office building into training facilities.
Pursuant
to the Lease Agreement, annual cash consideration (the “Rent”) of RMB1,200,000
(approximately U.S.$176,954) will be paid by QKL Chain to the Lessor for the
period beginning on December 20, 2010 and ending on December 19, 2013 (“First
Term”), and was paid in a single installment on June 28, 2010. Three
subsequent payments of RMB1,800,000 (approximately U.S.$265,430) are to be made
by QKL Chain within 3 months prior to the end of the First Term, within the
three months prior to the first 18-month anniversary of the end of the First
Term, and within the three months prior to the second 18-month anniversary of
the end of the First Term, respectively. The Rent does not include
applicable lease taxes and fees, or other taxes and fees incurred from the
premises, or water, electricity, heating bills and other property management
fees. In the event the Lessor arranges to transfer or sell the
premises during the lease term to a third party, the Lessor shall give QKL Chain
three months’ prior written notice, in which case QKL Chain shall have a right
of first refusal to enter into such arrangements under the same terms and
conditions as were negotiated by the third party. The Lessor may
terminate the Lease Agreement in the event that any Rent payment is overdue by
thirty days. The Lessor is not a related party to the Company or QKL
Chain. A copy of the Lease Agreement is attached as Exhibit 10.1 and
is incorporated herein by reference.
|
ITEM
1.02
|
TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT.
|
On June
28, 2010, the Company, through QKL Chain, entered into a termination agreement
(“Termination Agreement”) with Xiangdong Zhang (the “Seller”) with respect to a
property buying/selling agreement (“Purchase Agreement”) that QKL Chain and the
Seller entered into on December 30, 2009. Pursuant to the Purchase Agreement,
QKL Chain purchased a building in Daqing, Heilongjiang Province, in the People’s
Republic of China (“PRC”), which transaction was disclosed in a Form 8-K filed
with the SEC on January 25, 2010.
Pursuant
to the Purchase Agreement, aggregate cash consideration of RMB75,000,000
(approximately U.S.$10,983,861) (the “Purchase Price”) was paid by QKL Chain to
the Seller on December 31, 2009, which Purchase Price was returned to QKL Chain
on June 28, 2010 upon the consummation of the Termination
Agreement. The Seller was unable to complete the property transfer
procedures of the PRC, which required the delivery of a Property Ownership
Certificate and Land Use Right Certificate within 60 days of the execution of
the Purchase Agreement. The Seller was also unable to register the
property ownership in the name of QKL Chain, which was required under the
Purchase Agreement. The Termination Agreement provides that since the
Seller breached the Purchase Agreement, the Purchase Price is to be refunded to
the Company. The Purchase Price was refunded to the Company on June
28, 2010. In addition, because the Seller breached the Purchase
Agreement, the Lease Agreement disclosed in Item 1.01 in this Form 8-K provides
for Rent that is lower than the market price for the premises as consideration
for QKL Chain’s promise not to take further action with respect to such
breach. The Seller is not a related party to the Company or QKL
Chain. A copy of the Termination Agreement is attached as Exhibit
10.2 and is incorporated herein by reference.
|
ITEM
5.02
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMENSAOTRY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
Effective
as of July 1, 2010, the Company, through QKL Chain, entered into an employment
contract (“Employment Contract”) with the Company’s Chief Operating Officer,
Alan Stewart, for a term of three years that will expire on June 30,
2013. Mr. Stewart will receive an annual salary of $191,352. In
addition to his annual salary, Mr. Stewart will be reimbursed for one round-trip
airfare from the United States to Daqing, and will be provided with housing and
transportation during the term of his employment. Mr. Stewart may
also receive performance bonuses, which would be awarded at the discretion of
the Company’s management. Either the Company or Mr. Stewart may,
without reason, terminate the Employment Contract by giving three months’
written notice or, in the case of Mr. Stewart’s termination by the Company, upon
the payment of three months’ salary in lieu of notice. A copy of the
Employment Agreement is attached as Exhibit 10.3 and is incorporated herein by
reference.
|
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
Exhibits
|
10.1
|
Lease
Agreement dated June 28, 2010.
|
|
10.2
|
Termination
Agreement dated June 28, 2010.
|
|
10.3
|
Employment
Agreement effective as of July 1,
2010.
|
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.
|
QKL
STORES INC.
|
||
|
By:
|
/s/ Zhuangyi
Wang
|
|
|
Name:
|
Zhuangyi
Wang
|
|
|
Title:
|
Chief
Executive Officer
|
|
Dated:
July 1, 2010