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): December 1, 2010 (November 24,
2010)
TELESTONE
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32503
|
84-1111224
|
||
|
(State
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification)
|
(Address
of principal executive offices)
Floor 10,
China Ruida Plaza
No. 74
Lugu Road
Shi
Jingshan District
Beijing,
People’s Republic of China 100040
Registrant’s
telephone number, including area code (86)-10-8367-0505
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
1.01. Entry into a Material Definitive Agreement.
On November 30, 2010, Telestone
Technologies Corporation (the “Company”) consummated the transaction
contemplated by the underwriting agreement (the “Underwriting Agreement”), dated
November 24, 2010, with Roth Capital Partners, LLC and JMP Securities LLC
(together, the “Underwriters”), related to a public offering of 1,675,000 shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
at a price of $12.00 per share less a 6% underwriting commission. The Company
received net proceeds of approximately $18.5 million from the offering, after
deducting underwriting discounts and estimated offering expenses.
Roth
Capital Partners acted as the sole book-runner for the offering and JMP
Securities acted as a co-manager. The Company has granted the Underwriters a
30-day option to purchase up to an additional 251,250 shares of common stock to
cover over-allotments, if any.
The
offering was made pursuant to the Company’s effective registration statements on
Form S-3, as amended and supplemented (Registration Statement No. 333-165112)
filed with the Securities and Exchange Commission. The Underwriting Agreement
was filed as Exhibit 1.1 to the Company’s Amendment No. 2 to Form 8-K filed with
the Securities and Exchange Commission on November 30, 2010, and the description
of the material terms of the Underwriting Agreement is qualified in its entirety
by reference to such exhibit.
-2-
SIGNATURE
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.
|
TELESTONE
TECHNOLOGIES
CORPORATION
|
|||
|
Dated:
December 1, 2010
|
By:
|
/s/
Han
Daqing
|
|
|
Name:
|
Han
Daqing
|
||
|
Title:
|
Chief
Executive Officer
|
||
-3-