Attached files
| file | filename |
|---|---|
| EX-99.2 - New Oriental Energy & Chemical Corp. | v195816_ex99-2.htm |
| EX-99.3 - New Oriental Energy & Chemical Corp. | v195816_ex99-3.htm |
| EX-10.2 - New Oriental Energy & Chemical Corp. | v195816_ex10-2.htm |
| EX-99.1 - New Oriental Energy & Chemical Corp. | v195816_ex99-1.htm |
| EX-10.1 - New Oriental Energy & Chemical Corp. | v195816_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 of 1934
Date of
Report (Date of earliest event reported) September 1, 2010
(August
26, 2010)
NEW
ORIENTAL ENERGY & CHEMICAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33470
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20-1917956
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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Xicheng Industrial Zone of
Luoshan, Xinyang
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Henan Province, The People’s Republic of
China
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464200
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code (86) 27 853 75701
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive
Agreement
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On August 27, 2010, New Oriental Energy & Chemical Corp. (the
“Company”) entered into Indebtedness Conversion
Agreements with two former stockholders, Long Triumph Investments Limited and
Intellect Goal Investments Limited, for the conversion of $700,000 and $739,899
of debt, respectively, into shares of common stock of
the Company at a conversion rate of $1.00 per share. The converted
debt consisted of advances made from time to time to pay expenses on behalf of
the Company. The information in Item 3.02 below is included by
reference herein.
The
foregoing description of the principal terms of the Indebtedness Conversion
Agreements with Long Triumph Investments Limited and Intellect Goal Investments
Limited is a general description only, does not purport to be complete, and is
qualified in its entirety by reference to the terms of the Indebtedness
Conversion Agreements with Long Triumph Investments Limited and Intellect Goal
Investments Limited attached hereto as Exhibits 10.1 and 10.2, respectively,
which are incorporated herein by this reference.
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Item 3.01.
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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On August 26, 2010, the Company received
notification from the NASDAQ Listings Qualification Department (“NASDAQ”) that
for the previous 30 consecutive business days, the bid price of the Company’s
common stock (the “Common Stock”) had closed below the minimum $1.00 per share
requirement for continued inclusion on the NASDAQ Capital Market pursuant to
NASDAQ Marketplace Rule 5550(a)(2). This notification has no effect on the
listing of the Common Stock at this time.
NASDAQ stated in its letter that in
accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company will be
provided 180 calendar days, or until February 22, 2011, to regain compliance
with the minimum bid price requirement. The NASDAQ letter also states that if,
at any time before February 22, 2011, the bid price of the Common Stock closes
at $1.00 per share or more for a minimum of 10 consecutive business days, the
NASDAQ staff will provide the Company with written notification that it has
achieved compliance with the minimum bid price requirement.
If the Company does not regain
compliance with the minimum bid price requirement by February 22, 2011, the
NASDAQ staff will provide the Company with written notification that the Common
Stock will be delisted from the NASDAQ Capital Market. At that time, the Company
may appeal the delisting determination to a NASDAQ Listings Qualifications Panel
pursuant to applicable NASDAQ rules. There can be no assurance that, if the
Company appeals the NASDAQ staff's determination, such appeal would be
successful.
The Company’s press release dated
September 1, 2010 with respect to the notification from NASDAQ described above
in this Item 3.01 is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
2
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Item 3.02
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Unregistered Sales of Equity
Securities
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On August 27, 2010, the Company entered
into Indebtedness Conversion Agreements with two former stockholders of the Company, Long Triumph
Investments Limited and Intellect Goal Investments Limited, pursuant to which
the former stockholders agreed to convert loans to the Company of in the amount
of $700,000 and $739,899 of debt, respectively, held by such former stockholder into shares of common
stock of the Company at a conversion rate of $1.00 per share. The
converted debt consisted of advances made from time to time to pay expenses on
behalf of the Company. The consideration for the issuance of the
shares of common stock of the Company is
the cancellation of the debt owed by the Company to Long Triumph Investments
Limited and Intellect Goal Investments Limited.
The
foregoing description of the principal terms of the Indebtedness Conversion
Agreements with Long Triumph Investments Limited and Intellect Goal Investments
Limited is a general description only, does not purport to be complete, and is
qualified in its entirety by reference to the terms of the Indebtedness
Conversion Agreements with Long Triumph Investments Limited and Intellect Goal
Investments Limited attached hereto as Exhibits 10.1 and 10.2, respectively,
which are incorporated herein by this reference.
The shares of the Company’s common stock were issued to an
accredited investors in reliance on exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule
506 promulgated thereunder, and in reliance on similar exemptions under
applicable state securities laws.
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Item 8.01
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Other
Events
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On August 27, 2010, the Company
submitted to NASDAQ its response to the letter received from NASDAQ on July 6,
2010 regarding the company’s non-compliance with NASDAQ’s minimum shareholder
equity requirement for continued listing on the NASDAQ Capital Market (the
“Response Letter”). In the Response Letter the Company outlined the
steps it is undertaking to achieve compliance with NASDAQ’s minimum shareholder
equity requirement of $2,500,000, including the entry into the Indebtedness
Conversion Agreements as described in Item 3.02 above. In addition,
the Company informed NASDAQ that it is in the process of negotiating similar
agreements for the conversion of additional loans to common stock at $1.00 per
share and anticipates these agreements will be executed in the near
future.
The Company prepared a pro forma balance
sheet reflecting the change to the Company’s shareholder equity after giving
effect to the loan conversions discussed above. A copy of the pro
forma balance sheet submitted to NASDAQ is attached to this Form 8-K as Exhibit
99.2 and is incorporated
herein by reference.
The Company also informed NASDAQ that it
is pursuing additional approaches to meet the minimum shareholder equity
requirement, including negotiating with the holder sof the Company’s warrants to
lower the exercise price on the warrants from $2.00 to $1.00 to provide holders
of the warrants an incentive to convert their warrants into common stock,
discussions with management of the Company about providing their personal funds
for additional paid-in capital, and discussions with holders of an additional
RMB 70MM in loans about possible conversion of these loans into common
stock.
3
The
foregoing description of the response letter submitted by the Company
to NASDAQ is a general description only, does not purport to be complete,
and is qualified in its entirety by reference to the Response Letter attached
hereto as Exhibit 99.3, which is incorporated herein by this
reference.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits
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10.1
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Indebtedness
Conversion Agreement, dated as of August 27, 2010, by and between New
Oriental Energy & Chemical Corp. and Long Triumph Investments
Limited.
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10.2
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Indebtedness
Conversion Agreement, dated as of August 27, 2010, by and between New
Oriental Energy & Chemical Corp. and Intellect Goal Investments
Limited.
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99.1
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Press
Release of New Oriental Energy & Chemical Corp., dated September 1,
2010.
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99.2
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Pro
Forma Balance Sheet of New Oriental Energy & Chemical Corp. as of June
30, 2010.
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99.3
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Letter
dated August 27, 2010 from New Oriental energy & Chemical Corp. to the
NASDAQ Stock Market (without
attachments).
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4
SIGNATURE
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.
Dated: September 1,
2010
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NEW
ORIENTAL ENERGY & CHEMICAL CORP.
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By:
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/s/
Donglai Li
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Name:
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Donglai
Li
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Title:
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Chief
Financial Officer
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5
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Indebtedness
Conversion Agreement, dated as of August 27, 2010, by and between New
Oriental Energy & Chemical Corp. and Long Triumph Investments
Limited.
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10.2
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Indebtedness
Conversion Agreement, dated as of August 27, 2010, by and between New
Oriental Energy & Chemical Corp. and Intellect Goal Investments
Limited.
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99.1
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Press
Release of New Oriental Energy & Chemical Corp., dated September 1,
2010.
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99.2
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Pro
Forma Balance Sheet of New Oriental Energy & Chemical Corp. as of June
30, 2010.
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99.3
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Letter
dated August 27, 2010 from New Oriental energy & Chemical Corp. to the
NASDAQ Stock Market (without
attachments).
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6