Attached files
| file | filename |
|---|---|
| EX-10.1 - ZST Digital Networks, Inc. | v195248_ex10-1.htm |
| EX-99.1 - ZST Digital Networks, Inc. | v195248_ex99-1.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 of 1934
|
Date
of Report (Date of earliest event reported):
|
August
23, 2010
|
ZST
Digital Networks, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-52934
|
20-8057756
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
206
Tongbo Street, Boyaxicheng Second Floor
Zhengzhou
City, Henan Province
People’s
Republic of China 450007
|
(Address,
including zip code, of principal executive offices)
|
Registrant’s
telephone number, including area code
|
(86)
371-6771-6850
|
|
N/A
|
(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):
|
¨
|
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))
|
|
Departure
of Directors or Certain officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
|
(b)
|
Departure
of Director
|
Sheng
Yong did not stand for re-election to the Board of Directors of ZST Digital
Networks, Inc. (the “Company”) at the Company’s 2010 Annual Meeting of
Stockholders (the “Annual Meeting”) held on August 23, 2010. At the
Annual Meeting, director-nominee Zhang Jian’sheng was elected by the Company’s
stockholders to serve as the sixth member of the Company’s Board of
Direcors. The information under Item 5.07, below, is incorporated
herein by reference.
|
(e)
|
Approval
of 2010 Omnibus Incentive Plan
|
On August
23, 2010, at the Annual Meeting of the Company, the stockholders approved the
Company’s 2010 Omnibus Incentive Plan (the “Plan”). The Plan became
effective on August 23, 2010 and will be administered by the Compensation
Committee of the Company's Board of Directors, with participation and approval
of the Board of Directors. Awards under the Plan may include
incentive stock options, nonqualified stock options, stock appreciation rights,
restricted shares of common stock, restricted stock units, performance share or
unit awards, other stock-based awards and cash-based incentive
awards. An aggregate of 500,000 shares of the Company's common stock
is reserved initially for issuance and available for awards under the
Plan.
A copy of
the Plan is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference in its entirety. The description of the Plan contained
herein is qualified in its entirety by reference to the full text of the Plan.
In addition, a more detailed description of the material features of the Plan is
contained in Proposal No. 3 of the Proxy Statement filed with the U.S.
Securities and Exchange Commission on July 23, 2010 (the “Proxy Statement”) and
is incorporated herein by reference.
|
Item
5.07
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Submission
of Matters to a Vote of Security
Holders.
|
The
Company held its Annual Meeting on August 23, 2010. For more information about
the proposals set forth below, please see the Company’s Proxy Statement, the
relevant portions of which are incorporated herein by reference.
At the
Annual Meeting, stockholders representing 8,297,500 shares, or 71.22%, of the
11,650,442 shares of common stock outstanding on the record date of July 7, 2010
were present in person or by proxy, constituting a quorum for the purposes of
the Annual Meeting. The matters voted upon at the Annual Meeting and the
voting results were as follows:
Proposal No. 1 – Election of
Directors: The Company’s stockholders elected, by a plurality
of the votes of the shares in person or represented by proxy at the Annual
Meeting and entitled to vote on the election of directors, each of the six
nominees to the Board of Directors, to serve until the Company’s 2011 annual
meeting of stockholders or until their respective successors have been elected,
as follows:
|
Director Nominee
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Votes For
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Votes Withheld
|
Broker Non-Votes
|
|||
|
Zhong
Bo
|
6,220,282
|
16,871
|
2,060,347
|
|||
|
Zhong
Lin
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6,220,282
|
16,871
|
2,060,347
|
|||
|
Yang
Ai Mei
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6,211,182
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25,971
|
2,060,347
|
|||
|
Tian
Li Zhi
|
6,220,282
|
16,871
|
2,060,347
|
|||
|
Liu
Hui Fang
|
6,220,282
|
16,871
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2,060,347
|
|||
|
Zhang
Jian’sheng
|
6,220,282
|
16,871
|
2,060,347
|
Votes
withheld and broker non-votes were not counted as votes cast and had no effect
on the result of the vote.
Proposal No. 2 – Ratification of
Appointment of Independent Auditor: Ratification of the
appointment of BDO China Li Xin Da Hua CPA Co., Ltd. as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2010 required an affirmative vote of a majority of all votes cast
at the Annual Meeting. Broker non-votes are not counted as votes cast
and had no effect on the result of the vote. The proposal was
approved by a vote of stockholders as follows:
|
Votes For
|
Votes Against
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Abstentions
|
Broker Non-Votes
|
|||
|
8,163,353
|
92,957
|
41,190
|
0
|
Proposal No. 3 - Approval of the 2010 Omnibus
Incentive Plan: Approval of the Plan required the affirmative
vote of a majority of all votes cast at the Annual Meeting. Broker
non-votes are not counted as votes cast and had no effect on the result of the
vote. The Plan was approved by a vote of stockholders as
follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
5,432,443
|
767,166
|
37,544
|
2,060,347
|
2
|
Item
8.01
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Other
Events.
|
The
Company has established a share repurchase program for shares of its common
stock in an amount not to exceed $1 million. Share repurchases may be
made on the open market or through block trades in accordance with applicable
laws. Attached hereto as Exhibit 99.1, and incorporated herein by
reference, is the Company’s press release announcing the share repurchase
program.
|
Item
9.01.
|
Exhibits.
|
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
|
10.1
|
ZST
Digital Networks, Inc. 2010 Omnibus Incentive Plan
|
|
|
99.1
|
Press
Release dated August 24, 2010
|
3
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.
|
ZST
Digital Networks, Inc.
|
|||
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Dated:
August 25, 2010
|
By:
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/s/ John
Chen
|
|
|
Name:
|
John
Chen
|
||
|
Title:
|
Chief
Financial Officer
|
||
4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
10.1
|
ZST
Digital Networks, Inc. 2010 Omnibus Incentive Plan
|
|
|
99.1
|
Press
Release dated August 24, 2010
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5