Attached files
| file | filename |
|---|---|
| EX-10.1 - OUTSIDE DIRECTOR AGREEMENT WITH SEAN SHAO - Feihe International Inc | v192666_ex10-1.htm |
| EX-99.2 - PRESS RELEASE - Feihe International Inc | v192666_ex99-2.htm |
| EX-99.1 - RESIGNATION LETTER OF TRACY LEE - Feihe International Inc | v192666_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment No.
1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
July
31, 2010
Date of
report (Date of earliest event reported)
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American
Dairy, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Utah
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001-32473
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90-0208758
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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Star
City International Building, 10 Jiuxianqiao Road, C-16th Floor
Chaoyang
District, Beijing, China 100016
(Address
of principal executive offices, including Zip Code)
+86
(10) 8457-4688
(Registrant’s
Telephone Number, Including Area Code)
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:
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o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This Form 8-K/A amends the Form
8-K filed by American Dairy, Inc. with the Securities and Exchange Commission on
August 5, 2010 solely to add the date to the signature page of the Form
8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Resignation
of Director
Effective
July 31, 2010, Ms. Hui-Lan “Tracy” Lee resigned as a director of American Dairy,
Inc. (the “Company”). Ms. Lee’s resignation was not related to any
disagreement or dispute with the Company. A copy of the resignation
letter from Ms. Lee dated July 31, 2010 is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
Appointment
of New Director
Effective
August 1, 2010, the Board of Directors of the Company (the “Board”) appointed
Sean Shao as a director of the Company. Mr. Shao will serve as the
Chair of the Audit Committee of the Board, and he will also serve as a member of
the Compensation and the Nominating/Corporate Governance Committees of the
Board. The Board has determined that Mr. Shao is an “audit committee
financial expert” as defined in Item 407(d)(5) of Regulation S-K. As
a director, Mr. Shao may participate in the Company’s compensation
arrangements, plans, policies and procedures available to directors and
described in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as amended.
In
addition, in connection with the appointment, the Company and Mr. Shao entered
into an outside director agreement, pursuant to which the Company agreed to pay
Mr. Shao a monthly amount of $3,000, net of any applicable withholdings, and,
subject to approval by the Compensation Committee of the Board, to issue to Mr.
Shao an option to purchase 12,000 shares of the Company’s common stock pursuant
to the Company’s 2009 Stock Incentive Plan, vesting in four equal amounts on
each three-month anniversary of the effective date of the
agreement. The foregoing description of the outside director
agreement, and the transactions contemplated thereby, does not purport to be
complete and is qualified in its entirety by reference to such agreement, which
is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Biographical
Information of New Director
Certain
biographical and related information regarding Sean Shao is as
follows:
Sean Shao
has been a member of our Board since August 2010. Mr. Shao currently
serves as a member of the board of directors of AsiaInfo-Linkage, Inc., a
Chinese telecommunications software solutions company, where he has served since
July 2010, China Medicine Corporation, a Chinese medicine distributor and
developer, where he has served since May 2010, Chairman of the Nominating
Committee of Agria Corporation, a Chinese agricultural company, where he has
served since November 2008, and Chairman of the Audit Committee of each of
Renhuang Pharmaceuticals Inc., a Chinese pharmaceutical company, where he has
served since April 2010, China Recycling Energy Corporation, a Chinese energy
recycling system design company, where he has served since October 2009, Yongye
International, Inc., a Chinese agricultural company, where he has served since
April 2009, China Nuokang Bio-Pharmaceutical, Inc., a Chinese biopharmaceutical
company, where has served since September 2008, Mr. Shao served as the chief
financial officer of Trina Solar Limited, a Chinese alternative energy company,
from August 2006 to June 2008, Mr. Shao served as the chief financial officer of
ChinaEdu Corporation, a Chinese educational service provider, from September
2005 to August 2006. Mr. Shao served as the chief financial officer of Watchdata
Technologies Ltd., a Chinese security software company from August 2004 to
September 2005. He previously worked at Deloitte & Touche CPA
Ltd. for approximately a decade. Mr. Shao received his master’s
degree in healthcare administration from the University of California, Los
Angeles and his bachelor’s degree in art from East China Normal University. Mr.
Shao is a member of the American Institute of Certified Public
Accountants. Mr. Shao has extensive experience as an independent
director and as an executive officer in U.S. public companies operating in China
and provides the Board with valuable insight in public company accounting and
corporate finance.
The Board
and Mr. Shao have each considered carefully the demanding role and
responsibilities and the time commitment attendant to serving as a member of the
Board and its Audit, Compensation and Nominating/Corporate Governance
Committees. Although Mr. Shao serves on the audit committee of more
than three public companies other than the Company, the Board has determined
that such simultaneous service would not impair the ability of Mr. Shao to
effectively serve on the Audit Committee of the Board.
Item
7.01 Regulation
FD Disclosure.
On August
5, 2010, the Company issued a press release announcing the resignation of Ms.
Lee from the Board and the appointment Mr. Shao to the Board. A copy
of the Company’s press release is furnished herewith as Exhibit
99.2.
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit
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Description
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10.1
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Outside
Director Agreement by and between the Company and Sean Shao, dated August
1, 2010
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99.1
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Resignation
letter from Hui-Lan (Tracy) Lee dated July 31, 2010
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99.2
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American
Dairy, Inc. press release announcing resignation and appointment of
director
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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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AMERICAN
DAIRY, INC.
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By:
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/s/ Jonathan H.
Chou
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Jonathan
H. Chou
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Chief
Financial Officer
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Date:
August 5, 2010
INDEX
TO EXHIBITS
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Exhibit
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Description
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10.1
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Outside
Director Agreement by and between the Company and Sean Shao, dated August
1, 2010
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99.1
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Resignation
letter from Hui-Lan (Tracy) Lee dated July 31, 2010
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99.2
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American
Dairy, Inc. press release announcing resignation and appointment of
director
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