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) November 2, 2010
ORB
AUTOMOTIVE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Cayman
Island
|
|
000-52341
|
|
N/A
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
c/o
Shenzhen ORB-Fortune New-Material Co., Ltd
Room
O-R, Floor 23, Building A, Fortune Plaza
Shennan
Road, Futian District
Shenzhen,
Guangdong
People’s
Republic of China
|
518040
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: +86(755) 8204-6828
Action
Acquisition Corporation
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.01 COMPLETION OF
ACQUISITION OR DISPOSITION OF ASSETS.
On
November 3, 2010, ORB Automotive Corporation (formerly Action Acquisition
Corporation), a Cayman Islands exempted company (the “Company”), completed
the acquisition of 100% of the equity interest in Hebei Xinhua Rubber Sealing
Group Liuzhou Sealing Co., Ltd., a company registered in the People’s Republic
of China (“Liuzhou
Rubber Sealing”), from Liuzhou Rubber Sealing’s shareholders. This
transaction was previously disclosed in the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 27, 2010 (the
“Original
8-K”). Pursuant to the terms of the stock purchase agreement
among the parties (the “Stock Purchase
Agreement”), all of the issued and outstanding shares of Liuzhou Rubber
Sealing were exchanged for 2.06 million ordinary shares of the
Company. The Stock Purchase Agreement contained such representations,
warranties, obligations and conditions as are customary for transactions of the
type governed by such agreements. 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
was filed as Exhibit 2.1 to the Original 8-K and described therein, and is
incorporated herein by reference.
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 employees 280 people, including 45
engineers and technicians and reported revenues of RMB 40 million (approximately
US$5,993,955 at the time of execution of the Stock Purchase Agreement) for
2009. As a result of the share exchange, Liuzhou Rubber Sealing
became a wholly owned subsidiary of the Company.
Prior to
the closing of the transaction, 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.
ITEM
5.07 SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS.
On
November 2, 2010, pursuant to an Information Statement on Schedule 14C mailed on
October 12, 2010 to shareholders of record as of the close of business on
September 23, 2010, the Company held a general meeting of shareholders (the
“Meeting”)
The
proposals voted on and approved or disapproved by the shareholders of the
Company at the Meeting, and the results of the voting on such proposals, were as
follows:
|
Proposal
|
Votes
For
|
Votes
Against
|
Abstentions
|
||
|
No. 1. Vote
to approve change of the name of the Company from Action Acquisition
Corporation to ORB Automotive Corporation
|
20,018,262
|
0
|
0
|
||
|
No. 2. The
Company’s shareholders agreed to effect a one-for-three consolidation of
the Company’s issued and outstanding ordinary shares and to increase the
amount of the Company’s ordinary shares from 39,062,500 shares to
100,000,000 shares
|
20,018,262
|
0
|
0
|
The
forgoing proposals, having passed by the requisite affirmative votes of the
shareholders, were submitted for filing to the Registrar of Companies of the
Cayman Islands on November 3, 2010 and are deemed effective on that
date.
ITEM
9.01 FINANCIAL STATEMENT
AND EXHIBITS.
(a) FINANCIAL
STATEMENTS OF BUSINESS ACQUIRED.
To be
filed by amendment on or before January 17, 2011 (75 days following the closing
of the transaction)
(b) PRO
FORMA FINANCIAL INFORMATION.
To be
filed by amendment on or before January 17, 2011 (75 days following the closing
of the transaction)
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.
|
|
ACTION
ACQUISITION CORPORATION
|
|
|
|
|
|
|
Date: November
5, 2010
|
By:
|
/s/
Junning Ma
|
|
|
|
Junning
Ma
President
and Chief
Executive Officer
|