Attached files
| file | filename |
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| EX-99.1 - FUQI INTERNATIONAL, INC. | v200374_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 25, 2010
FUQI
INTERNATIONAL, INC.
(Exact
Name of Company as Specified in Charter)
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Delaware
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001-33758
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20-1579407
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5/F.,
Block 1, Shi Hua Industrial Zone
Cui
Zhu Road North
Shenzhen,
518019
People’s
Republic of China
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N/A
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(Address
of principal executive offices)
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(Zip
code)
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Company’s
telephone number, including area code:
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+86
(755) 2580-1888
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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 Company under any of the following
provisions:
|
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 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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Appointment of
Director
On
October 25, 2010, the Board of Directors of Fuqi International, Inc. (the “Company”) appointed
Kim K. T. Pan, as a director of the Company, effective
immediately. The Board of Directors of the Company determined that
Mr. Pan is an independent director pursuant to the NASDAQ Marketplace
Rules. Mr. Pan was also appointed to serve on the Company’s
Governance and Nominating Committee and the newly formed Special Internal
Investigation Committee, as further described below under Item 8.01 of this
Current Report on Form 8-K.
Kim K. T.
Pan, age 60, has served as the President and as a member of the Board of
Directors of Continental Carbon Company, a developer, manufacturer and marketer
of carbon-related products, since November 1999. Prior to that, he
served as it Executive Vice President and Chief Financial Officer from August
1998 to October 1999 and as Vice President, Chief Financial Officer from July
1995 to July 1998. Mr. Pan has also served as a member of the Board
of Directors of Continental Carbon India Ltd. since 2000, serving as its
Chairman of the Board since 2005. From 1993 to 1995, Mr. Pan served
as the President of EHS International, Inc., a management consulting firm, and
from 1992 to 1993, he served as the Vice President of Business Management and
Chief Financial Officer of Applied Solar Energy Corporation, a designer and
manufacturer of advanced-technology space-based solar cell and solar
panels. Mr. Pan served as the President of Dowty Avionics, a designer
and manufacturer of digital aircraft power control systems, from 1990 to 1992,
and as Vice President of Finance from 1988 to 1989. Mr. Pan received a B.S. in
Electrical Engineering from the University of Texas, Austin, an M.S. in
Electrical Engineering from the University of Wisconsin, Madison and an MBA in
Finance from the Wharton School at the University of Pennsylvania. The
Company’s Board of Directors believes that Mr. Pan is qualified to serve as a
director of the Company due to his extensive experience as an officer and
director of U.S. companies, his educational background in finance, and his
fluency in English and Mandarin Chinese.
There are
no arrangements or understandings between Mr. Pan and any other persons pursuant
to which Mr. Pan was selected as a director. Mr. Pan has not been
party to any transaction requiring disclosure pursuant to Item 404(a) of
Regulation S-K.
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Item 8.01
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Other
Events
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The
Company received a letter dated July 19, 2010 whereby a stockholder demanded
that the board take action to remedy alleged breaches of fiduciary duties by the
Company’s directors and certain officers related to the Company’s restatement of
its 2009 financial statements (the “Demand
Letter”). Specifically, the stockholder demanded that the
Board of Directors take action to (i) recover for the benefit of the Company
damages related to the restatement of the 2009 financial statements, including
incentive compensation granted to officers and employees based on the incorrect
financial statements from 2009 and (ii) correct the deficiencies in the
Company’s internal controls that caused the restatements (the “Demands”). On
October 25, 2010, in response to the Demand Letter, the Board of Directors of
the Company formed a Special Internal Investigation Committee (the “Special Committee”)
to investigate the allegations contained in the Demand Letter, and appointed Kim
Pan and Lily Chen, each an “independent director” as such term is defined in
Marketplace Rule 5605(b)(1) of the NASDAQ Stock Market Rules, as its
members. The Special Committee will evaluate whether any of the
claims in the Demand Letter are meritorious and report to
the Board as to whether it is in the best interest of the Company to
pursue them. The Special Committee is authorized to retain experts
and advisers, including independent legal counsel, to carry out its
investigation. The Special Committee will continue in existence until
such time as it recommends its dissolution to the Board of
Directors.
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Item
7.01
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Regulation
FD Disclosure.
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On
October 29, 2010, the Company issued a press release announcing the appointment
of Kim K. T. Pan as an independent member of the Company’s Board of Directors
and the formation of Special Internal Investigation Committee. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit
99.1 and the information therein 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.
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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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Exhibit
No.
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Description
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99.1
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Press
release dated October 29, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: October
29, 2010
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FUQI
INTERNATIONAL, INC.
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||
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By:
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/s/
Yu Kwai Chong
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Name:
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Yu
Kwai Chong
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release dated October 29, 2010
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