Attached files
| file | filename |
|---|---|
| EX-10.1 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-1.htm |
| EX-10.2 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-2.htm |
| EX-10.4 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-4.htm |
| EX-10.3 - PERPETUAL TECHNOLOGIES, INC. | v196338_ex10-3.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 3, 2010
China
SLP Filtration Technologies, Inc.
(f/k/a
China Filtration Technologies, Inc.)
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-53010
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90-0475058
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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Shishan
Industrial Park
Nanhai
District, Foshan City, Guangdong Province, PRC
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code: 011-86-757-86683197
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))
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMENSAOTRY ARRANGEMENTS OF CERTAIN
OFFICERS.
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Election
of Mr. Su Lei as a Director.
On
September 3, 2010, the Board of Directors increased the size of the Board from 5
to 6 and elected Mr. Su Lei as a director to fill the vacancy created
thereby.
Mr. Su
currently serves as the Associate Director of Information of the State
Environmental Protection Agency in China, a position he has held since
2001. Mr. Su has successively acted as Principal Staff Member,
Associated Director and Director of China Environmental Protection Industrial
Association since September 2001. He also currently serves as the
Director of the Working Committee of China Green Star, a position he has held
since 2002. China Green Star is a non-profit organization under
China's Environmental Protection Association which focuses on promoting the
interests of the environmental protection industry. We believe
that Mr. Su’s position and experience with the State Environmental Protection
Agency and his understanding of public policy matters make him well suited to
serve on our board of directors. Mr. Su received a bachelor’s degree
in the Electronic Engineering from China Air Force Missile Institute, and he is
now a senior engineer in Environment Management.
Mr. Su
has no family relationships with any of the executive officers or directors of
the Company. There were no arrangements or understandings between Mr.
Su and any other person pursuant to which he was elected as a
director. There have been no related party transactions in the past
two years in which the company or any of its subsidiaries was or is to be a
party, in which Mr. Su, or will have, a direct or indirect material
interest.
Establishment
of Committees
On
September 3, 2010, the Board established an Audit Committee, Compensation
Committee and Nominating Committee. Each member of these committees
is “independent” as defined by NASDAQ and SEC rules and each of these committees
has a written charter approved by the Board. The members of
the respective committees are as follows:
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Director
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Audit
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Compensation
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Nominating
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Jie
Li
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Law
Wawai
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Li
Jun
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Chris
Bickel
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x
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x
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x
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Richard
M. Cohen
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x
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x
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X
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Su
Lei
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x
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2
Audit
Committee
The Audit
Committee consists of three members, Su Lei, Chris Bickel, Richard M. Cohen, its
Chairman. The Board has determined that each of them is independent
within the meaning of the NASDAQ listing standards and applicable SEC
regulations, and that each member has the financial literacy required by the
NASDAQ listing standards.
The Board
also has determined that Mr. Cohen is qualified as an "audit committee financial
expert" within the meaning of applicable SEC regulations and has the accounting
and related financial sophistication required by NASDAQ listing
standards.
The
function of the Audit Committee, as more fully set forth in its charter, is to
(i) oversee our financial statements, our financial reporting process and our
system of internal control over financial reporting; (ii) recommend the
selection of our registered public accounting firm; (iii) review the extent
of non-audit services to be performed by the auditors; and (iv) review the
disclosures made in our periodic financial
reports.
A copy of
the Audit Committee charter is filed as an exhibit to this 8-K.
Compensation
Committee
The
Compensation Committee consists of two members Chris Bickel and Richard M.
Cohen. The Board has determined that each of them is independent within
the meaning of the NASDAQ listing standards. The functions of the
Compensation Committee, as more fully set forth in its charter, are to oversee
our compensation policies generally, evaluate senior executive performance,
oversee and determine compensation for senior executives and review and
recommend to the Board actions regarding director
compensation.
A copy of
the Compensation Committee charter is filed as an exhibit to this
8-K.
Nominating
Committee
The
Nominating Committee consists of two members, Chris Bickel and Richard M.
Cohen. The Board has determined that each of Messrs. Bickel and Cohen
is independent within the meaning of the NASDAQ listing standards.
As more
fully set forth in its charter, the primary responsibilities of the Nominating
Committee are to: (i) develop and recommend to the Board criteria for selecting
qualified director candidates; (ii) identify, review and evaluate individuals
qualified to become Board members; (iii) consider committee member
qualifications, appointment and removal; and (iv) assist the Board in its annual
reviews of the performance of the Board, each committee and management.
The Committee has the exclusive authority to make recommendations to the
Board for approval for the election of new members to the
Board.
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A copy of
the Nominating Committee charter is filed herewith as an exhibit to the
8-K.
Adoption
of 2010 Stock Incentive Plan
On
September 3, 2010, we adopted the 2010 Stock Incentive Plan, or 2010
Plan. All of our officers, directors, key employees and consultants
as well as those of our subsidiaries and affiliates, who are responsible for or
contribute to the management, growth and/or profitability of the
business of the company and/or our subsidiaries and affiliates are eligible for
participation in the 2010 Plan. Two Million One Hundred Eighty Six
Thousand Two Hundred Eighteen (2,186,218) (or such number as shall be equal to
10% of the outstanding shares on a fully diluted basis after the planned firm
commitment offering and the conversion of our outstanding convertible notes)
shares of common stock have been authorized and reserved for the 2010 Plan and
any shares that may become available for issuance under awards under the 2010
Plan as a result of expiration or forfeiture. Under the 2010 Plan,
the company may issue stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance awards and other stock-based
awards. The 2010 Plan is administered by the Compensation
Committee.
Award
to Richard Cohen
On
September 3, 2010, as required by the terms of his agreement with the Company
entered into in June 2010, the Board awarded Richard Cohen 30,000 shares of
restricted stock under the 2010 Plan with one third vesting on the date of
grant, one third vesting on the first anniversary of the date of grant and one
third vesting on the second anniversary of the grant date with the restricted
stock ceasing to vest as of the date he ceases to be a director.
Award
to Eric Gan
On
September 3, 2010, under the 2010 Plan and in connection with his appointment as
Chief Financial Officer, the Board granted Eric Gan an option to purchase
400,000 shares at an exercise price equal to the public offering price of this
offering. The option shall vest and be exercisable as follows;
160,000 shares will vest and become exercisable on July 31, 2011; 120,000 shares
will vest and become exercisable on July 31, 2012; 120,000 shares will vest and
become exercisable on July 31, 2013. In the event that the employment is
terminated within 12 months from the employment agreement date by the Company
without cause, 160,000 shares shall be vested immediately on the termination
date.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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Exhibits
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10.1
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Audit
Committee Charter
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10.2
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Compensation
Committee Charter
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10.3
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Nominating
Committee Charter
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10.4
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2010
Stock Incentive Plan
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5
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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Date:
September 9, 2010
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CHINA
SLP FILTRATION
TECHNOLOGIES,
INC.
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By:
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/s/ Jie Li
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Jie
Li
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Chief
Executive Officer
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