Attached files
| file | filename |
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| EX-10.1 - GC China Turbine Corp. | v204365_ex10-1.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): November 30,
2010
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GC
CHINA TURBINE CORP.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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001-33442
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98-0536305
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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.)
|
|
No.
86, Nanhu Avenue, East Lake Development Zone,
Wuhan,
Hubei Province 430223
People’s
Republic of China
|
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(Address
of Principal Executive Office) (Zip
Code)
|
Registrant's
telephone number, including area code: +8627-8798-5051
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):
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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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Section
1 - Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
On
November 30, 2010, GC China Turbine Corp. (the “Company”) entered into a
Termination, Release and Settlement Agreement (the “Agreement”) with Nordic
Windpower USA, Inc. (“Nordic USA”), Nordic Windpower Limited (“Nordic UK”),
Nordic Windpower Holdings, Inc. (“Nordic Holdings” and together with Nordic USA
and Nordic UK, the “Nordic Group”), Deltawind AB (“Deltawind”), Luckcharm
Holdings Limited (“Luckcharm”), Wuhan Guoce Nordic New Energy Co., Ltd.
(“Wuhan”), Wuhan Guoce Science & Technology Co., Ltd. (“WGST”) and Wuhan
Zhongjieneng New Energy Investment Ptd., Ltd. (“ZJN” and together with the
Company, Luckcharm, Wuhan, WGST, the “GC China Group”).
Pursuant
to the Agreement, the parties thereto agreed to the settlement of all disputes
between the parties, including such disputes related to a technical license
between Wuhan and Deltawind that was subsequently transferred from Deltawind to
Nordic UK for certain manufacturing technology obtained or developed by
Deltawind (the “Technical License”) and a lawsuit initiated by Nordic USA on
December 23, 2009 in the United States District Court for the Northern District
of California (civil case no. 09-03672-PJH), alleging that the Company was
engaged in activities that infringed the Nordic Group’s rights and caused
confusion in the Nordic Group’s target audiences (the “Lawsuit”) due, among
other things, to the Company’s use of the term “NORDIC,” for which the Company
is the owner of certain trademarks and trademark registrations in
China.
Among
other things, pursuant to the Agreement, the parties agree to dismiss the
Lawsuit within 15 business days of the filing of an application for the
termination of the Technical License with the relevant authority in the People’s
Republic of China. Further, the parties agreed that the Nordic Group
shall not use the mark “NORDIC WINDPOWER” in China and the GC China Group shall
not use the mark “NORDIC” or any confusingly similar marks outside of China,
subject to legal requirements. Further, the GC China Group consented
to the Nordic Group’s use and registration of the mark or any mark incorporating
the term “NORDIC” outside of China, and the Nordic Group consented to the GC
China Group’s use and registration of the mark “GC NORDIC” or “GUOCE NORDIC” in
China.
The
Agreement also includes customary representations and warranties and standard
reciprocal mutual releases and indemnification provisions between the
parties.
The
foregoing description of the Agreement is only a summary and is qualified in its
entirety by reference to the full text of the Agreement, which is attached
hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item
1.01.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
2
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Exhibit
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Number
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Description
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10.1
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Termination,
Release and Settlement Agreement, effective as of November 30,
2010
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3
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: December
1, 2010
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GC
CHINA TURBINE CORP.
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By:
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/s/ Ping Ye
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Ping
Ye
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Chief
Financial Officer
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