Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Bohai Pharmaceuticals Group, Inc. | v190258_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest Event Reported): July 13, 2010 (July 12,
2010)
Bohai
Pharmaceuticals Group, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53401
|
98-0588402
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
c/o
Yantai Bohai Pharmaceuticals Group Co. Ltd.
No.
9 Daxin Road, Zhifu District
Yantai,
Shandong Province, China 264000
Registrant’s
telephone number, including area code: +86(535)-685-7928
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the 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 Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective
July 12, 2010, the board of directors (consisting of Hongwei Qu, the sole
director) of Bohai Pharmaceuticals Group, Inc. (the “Company”), by written
consent to action and pursuant to the Company’s Amended and Restated Bylaws
(which provides for a classified board of directors of the Company), appointed
the following persons to serve on the board of directors of the
Company
|
|
Class
I
|
Wang
Chengde and Hongwei Qu (for terms ending with the 2010 annual
meeting of stockholders)
|
|
|
Class
II
|
Louis
A. Bevilacqua, Esq. (for a term ending with the 2011 annual meeting of
stockholders)
|
|
|
Class
III
|
Adam
Wasserman (for a term ending with the 2012 annual meeting of
stockholders)
|
The
biographical information of the Company’s directors as of July 6, 2010 is set
forth below. References below to “Bohai” are to Yantai Bohai
Pharmaceuticals Group Co. Ltd., the Company’s operating subsidiary in
China.
Hongwei Qu became the
Company’s President, Chief Executive Officer, Interim Chief Financial Officer,
Treasurer and Secretary as of January 5, 2010, and, became the sole director and
Chairman of the Company’s board of directors effective as of January 16, 2010
upon filing of Schedule 14(f) with the SEC on January 6, 2010 in compliance with
Section 14(f) of the Exchange Act. Mr. Qu relinquished the positions of
Interim Chief Financial Officer, Secretary and Treasurer in June
2010. From 2001 to May 2007, Mr. Qu was the founder and principal
officer of Yantai Hangwei Medical Trading Co., a Chinese company engaged in the
wholesale of drugs and medical products and retail of medical devices. In May
2007, Mr. Qu took principal responsibilities for the acquisition of
Bohai. From May 2007 until present, Mr. Qu has served as the General
Manger and Executive Director of Bohai. Mr. Qu has significant
experience in the medical and pharmaceutical sectors in China. Mr. Qu
graduated from Shandong Economic University with a bachelor degree.
Chengde Wang became an
independent director of the Company on July 12, 2010. Mr. Wang has
served as the director medical doctor and Ph.D. /MD advisor of Beijing
Shuntiande Chinese Medicine Hospital since October 2005, where he is responsible
for managing medical practice and research projects. Prior to joining
Beijing Shuntiande Chinese Medicine Hospital, Mr. Wang worked at Guang Anmen
Hospital under China Academy of Chinese Medical Science and was the professor
and the chief physician in the Beijing University of Chinese
Medicine. Mr. Wang is an expert in Traditional Chinese Medicine and
has been honored by the P.R.C. State Council. He is a member of
National Committee of The Chinese People’s Political Consultative Conference, a
director of Cooperation Center of State Administration of Traditional Chinese
Medicine with Taiwan, Hong Kong and Macao, director and Secretary-General of the
Center of Traditional Chinese Medicine Society and expert of review committee of
National Essential Drugs Association. Mr. Wang graduated from Beijing
University of Chinese Medicine.
Louis A. Bevilacqua, Esq.
became an independent director of the Company on July 12, 2010. From
October 2008 to present, Mr. Bevilacqua has been a partner in the Corporate and
Securities Group at the law firm of Pillsbury Winthrop Shaw Pittman LLP and is
resident in the firm’s Washington, DC office. Prior to joining
Pillsbury, Mr. Bevilacqua was a partner in the Business and Finance Group at the
law firm of Thelen LLP during the period from January 2003 through October
2008. Mr. Bevilacqua has broad experience in public offerings and
private placements of securities, Exchange Act compliance, angel and venture
capital financings, other areas of equity and debt financing and mergers,
acquisitions and other business combinations, including “roll up” and “reverse
acquisition” transactions. Mr. Bevilacqua is a leader of Pillsbury’s
China Capital Markets practice and has significant experience representing
China-based middle market public companies. Mr. Bevilacqua obtained
his JD from Fordham University School of Law in 1994, where he became a member
of the Order of the Coif, and he obtained his undergraduate degree from Fordham
University, where he graduated with honors.
1
Adam Wasserman became an
independent director of our company on July 12, 2010. Mr. Wasserman
has served as the chief financial officer of Gold Horse International, Inc.
(OTCBB:GHII) since July 2007, chief financial officer of Emerald Acquisition
Corporation (PINK:PEAR) since June 2010 and as a director of China Direct
Industries, Inc. (NASDAQ:CDII) since January 2010. Since November
1999, Mr. Wasserman has been CEO of CFO Oncall, Inc., a Weston, Florida-based
provider of consulting and accounting services specializing in SEC reporting,
financial reporting, budgeting and planning, mergers and acquisitions, audit
preparation services, accounting department supervision ,and internal
controls. Mr. Wasserman has previously served as the chief financial
officer of Explorations Group Inc. (January 2002 until December 2005), Colmena
Corp. (May 2003 until June 2004), China Wind Systems, Inc. (November 2007 to
December 2008), Genesis Pharmaceuticals Enterprises, Inc. (October 2001 until
October 2007), and other companies, all client companies of CFO Oncall,
Inc. From June 1991 to November 1999, he was Senior Audit Manager at
American Express Tax and Business Services, in Fort Lauderdale, Florida where
his responsibilities included supervising, training and evaluating senior staff
members, work paper review, auditing, maintaining positive client relations,
preparation of tax returns and preparation of financial statements and the
related footnotes. From September 1986 to May 1991, he was employed by Deloitte
& Touche, LLP. During his employment, his significant assignments
included audits of public (SEC reporting) and private companies, tax preparation
and planning, management consulting, systems design, staff instruction, and
recruiting. Mr. Wasserman holds a Bachelor of Science in Accounting
from the State University of New York at Albany. He is a CPA (New
York) and a member of The American Institute of Certified Public Accountants and
is a director, treasurer and executive board member of Gold Coast Venture
Capital Association.
Independent
Director and Indemnification Agreements
On July
6, 2010, Adam Wasserman and Louis A. Bevilacqua entered into independent
director and indemnification agreements with the Company, and on January
11, 2010, Chengde Wang entered into such agreements with the Company, each of
which became effective on July 12, 2010 with their appointments to the
Company’s board of directors and the Company's execution thereof. The
form of independent director and indemnification agreements are filed as Exhibit
10.1 to this Current Report on Form 8-K (the “Independent Director
Agreement”).
Pursuant
to the Independent Director Agreements:
(i) each
independent director will be retained as a director of the Company until
the director or the Company terminates the agreement upon thirty (30) days prior
written notice, with or without cause;
(ii) Mr.
Wasserman will be entitled to receive, subject to certain conditions,
a $20,000 annual director’s fee and a five year non-qualified option to
purchase 6,000 shares of restricted common stock of the Company at a price equal
to $2.00 per share with cashless exercise feature;
(iii) Mr.
Bevilacqua will receive a $20,000 annual director’s fee and, subject to certain
conditions, a five year non-qualified option to purchase 20,000 shares of
restricted common stock of the Company at a price equal to $2.00 per share with
cashless exercise feature; and
2
(iv) Mr.
Wang will receive a $22,000 annual director’s fee.
The
Independent Director Agreement also contains standard confidentiality provisions
and provides that the Company shall indemnify the directors to the fullest
extent permitted by law against personal liability for actions taken in the
performance of their duties to the Company.
The
foregoing summary of the independent director agreement is qualified in its
entirety by reference to the Agreement filed as an exhibit to this Current
Report.
Item
9.01. Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
|
10.1
|
Form
of Independent Director Agreement and Indemnify
Agreement
|
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
July
13, 2010
|
Bohai
Pharmaceuticals Group, Inc.
|
||
|
By:
|
/s/
Hongwei Qu
|
||
|
Name:
|
Hongwei
Qu
|
||
|
Title:
|
President
and Chief Executive
Officer
|
||