Attached files
| file | filename |
|---|---|
| EX-2.1 - Action Acquisition CORP | v200089_ex2-1.htm |
| EX-99.1 - Action Acquisition CORP | v200089_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) October 22,
2010
ACTION
ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
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Cayman Island
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000-52341
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N/A
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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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c/o
Shenzhen ORB-Fortune New-Material Co., Ltd
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Room
O-R, Floor 23, Building A, Fortune Plaza
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518040
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Shennan
Road, Futian District
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Shenzhen,
Guangdong
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People’s Republic
of China
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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(755) 8204-6828
(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 to the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Effective
October 22, 2010, Action Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), entered
into a stock purchase agreement with Hebei Xinhua Rubber Sealing Group Liuzhou
Sealing Co., Ltd., a company registered in the People’s Republic of China
(“Liuzhou Rubber
Sealing”), and Liuzhou Rubber Sealing’s shareholders. Pursuant to the
terms of the stock purchase agreement among the parties (the “Stock Purchase
Agreement”), at the closing of the transactions contemplated by the Stock
Purchase Agreement (the “Closing”), all of the
issued and outstanding shares of Liuzhou Rubber Sealing will be exchanged for
2.06 million ordinary shares of the Company. As a result of the share
exchange, Liuzhou Rubber Sealing will become a wholly owned subsidiary of the
Company. The Stock Purchase Agreement is provided as Exhibit 2.1
hereto. The Company announced the proposed stock purchase in a press
release on October 25, 2010, which is provided as Exhibit 99.1
hereto.
Founded
in November 2006, Liuzhou Rubber Sealing manufactures rubber gaskets and
sealants for automobile window and doors and has manufacturing facilities
located in the New Industrial Park of Liuzhou City, Guangxi Province,
China. Liuzhou Rubber Sealing employs 280 people, including 45
engineers and technicians and reported revenues of RMB 40 million (approximately
US$5,993,955) for 2009.
The Stock
Purchase Agreement contained such representations, warranties, obligations and
conditions as are customary for transactions of the type governed by such
agreements. The
Closing is currently scheduled to occur on November 3, 2010, subject to the
completion of due diligence.
The
Company currently has 15,556,362 ordinary shares and 98,885.37 preference shares
of the Company's capital stock issued and outstanding. Following the Closing,
assuming the conversion of the 98,885.37 preference shares and the share
consolidation to be voted upon by shareholders on November 2, 2010, there will
be 17,133,991 ordinary shares and no preference shares of the Company's capital
stock issued and outstanding.
As of the
date of the Stock Purchase Agreement and currently, there were no material
relationships between the Company and Liuzhou Rubber Sealing, or any of their
respective affiliates, directors or officers, or any associates of their
respective officers or directors, other than in respect of the Stock Purchase
Agreement.
The
foregoing description of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Stock Purchase Agreement which is filed as an exhibit hereto and
incorporated herein by reference.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES.
2.06
million ordinary shares of the Company will be issued to the shareholders of
Liuzhou Rubber Sealing in exchange for all of the issued and outstanding shares
of Liuzhou Rubber Sealing pursuant to the Stock Purchase Agreement, described in
Item 1.01 above, and incorporated herein by reference. The share
issuance will be made pursuant to the exemption available under Section
4(2). The share issuance will not be a public offering as it will, if
consummated, be between only the Company and the two shareholders of Liuzhou
Rubber Sealing.
ITEM
9.01 FINANCIAL
STATEMENT AND EXHIBITS.
(d) EXHIBITS
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Exhibit No.
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Description
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2.1
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Stock
Purchase Agreement dated October 25, 2010 by and among Action, Liuzhou
Rubber Sealing and Liuzhou Rubber Sealing’s
shareholders.
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99.1
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Press
Release, dated October 25,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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ACTION
ACQUISITION CORPORATION
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Date: October
26, 2010
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By:
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/s/ Junning Ma
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Junning
Ma
President
and Chief
Executive Officer
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