Attached files
file | filename |
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EX-10.1 - NIVS IntelliMedia Technology Group, Inc. | v198265_ex10-1.htm |
EX-99.1 - NIVS IntelliMedia Technology Group, Inc. | v198265_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):
|
October
5, 2010 (October 1, 2010)
|
NIVS
IntelliMedia Technology Group, Inc.
|
(Exact
name of registrant as specified in its charter)
Delaware
|
000-52933
|
20-8057809
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
NIVS
Industry Park, No. 29-31,
Shuikou
Road, Huizhou, Guangdong,
People’s
Republic of China 516006
|
(Address,
including zip code, of principal executive offices)
Registrant’s
telephone number, including area code
|
86-752-3125862
|
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))
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Change
of Chief Financial Officer
On
October 1, 2010, Simon Zhang resigned as Chief Financial Officer and Corporate
Secretary of NIVS IntelliMedia Technology Group, Inc. (the “Company”), effective
immediately. Simon Zhang’s resignation was for personal reasons and
not due to any disagreement with the Company.
On
October 1, 2010, the Board of Directors of the Company appointed Alexander Chen
as the Company’s new Chief Financial Officer and Corporate Secretary, to fill
the vacancy left by Mr. Zhang’s departure.
Mr. Chen,
43, was appointed to serve as the Company’s Chief Financial Officer and
Corporate Secretary on October 1, 2010. Prior to joining the Company,
he served, from September 2009 to August 2010, as the Business Development
Manager of WCT Pty Limited, a remittance services and money transfer company;
and from October 2006 to November 2008, as Chief Financial Officer of Service
Central, an online business directory service company. Prior to that, Mr. Chen
served, from 2003 to 2006, as the Chief Financial Officer of TMS, a company
accredited with a special license
to market, sell and manage government-run lotteries, where Mr. Chen oversaw the
company’s return to profitability and record sales after many years of heavy
losses. Mr. Chen received a Bachelor’s Degree in Accounting from the
University of Victoria in 1998.
On
October 1, 2010, the Company entered into an employment agreement with Mr. Chen
(the “Agreement”) in connection with his appointment as the Company’s Chief
Financial Officer and Corporate Secretary. Pursuant to the terms of
the Agreement, Mr. Chen will be paid a monthly salary of USD$8,500. The foregoing
description of the Agreement is qualified in its entirety by the full text of
the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
Mr. Chen
is not related to any of the Company’s executive officers or directors, nor has
he been a party to any transaction requiring disclosure pursuant to Item 404(a)
of Regulation S-K.
Appointment
of Independent Director
On
September 27, 2010, the Company reported the resignation of Arthur B. Laffer for
personal reasons, from his position as a director of the Company and as a member
of its Audit Committee, Compensation Committee and Nominating Committee,
effective immediately.
On
October 1, 2010, the Board of Directors of the Company appointed Robert J.
Wasielewski to serve as a member of the Company’s Board of Directors and as a
member on each of the Company’s Audit Committee, Compensation Committee and
Nominating Committee. As consideration for his services as an
independent director, the Company has agreed to pay Mr. Wasielewski an annual
fee of $12,000.
The
Company’s Board of Directors has determined that Mr. Wasielewski is an
“independent director” as defined by Section 803 of the NYSE Amex Company
Guide.
Item
7.01
|
Regulation
FD Disclosure.
|
On
October 5, 2010, the Company issued a press release announcing the appointment
of Robert J. Wasielewski as a director of the Company. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item
9.01
|
Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
Number
|
Description
|
|
10.1
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Employment
Agreement dated October 1, 2010, by and between the Company and Alexander
Chen.
|
|
99.1
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Press
Release, dated October 5, 2010.
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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.
NIVS
IntelliMedia Technology Group, Inc.
|
|||
Dated:
October 5, 2010
|
By:
|
/s/ Tianfu Li | |
Name:
|
Tianfu Li | ||
Title:
|
Chief Executive Officer | ||
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
10.1
|
Employment
Agreement dated October 1, 2010, by and between the Company and Alexander
Chen.
|
|
99.1
|
Press
Release, dated October 5, 2010.
|