Attached files
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EX-10.1 - ShengdaTech, Inc. | v205164_ex10-1.htm |
EX-99.1 - ShengdaTech, Inc. | v205164_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 10, 2010
(December 9, 2010)
SHENGDATECH,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
001-31937
|
26-2522031
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Unit
2003, East Tower, Zhong Rong Heng Rui International Plaza,
620 Zhang
Yang Road, Pudong District, Shanghai 200122
People's Republic of
China
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area
code: 86-21-58359979
Not
applicable
(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 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
December 9, 2010, ShengdaTech, Inc. (the “Company”) entered into a purchase
agreement (the “Purchase Agreement”) with Morgan Stanley & Co.
Incorporated as representative of the several Initial Purchasers listed in
Schedule I thereto (the “Initial Purchasers”), relating to the sale by the
Company of $130 million aggregate principal amount of the Company’s 6.50% Senior
Convertible Notes due 2015 (the “Notes”), in a private offering (the “Note
Offering”) to “qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Act”). Pursuant to the terms of the
Purchase Agreement, the parties have agreed to indemnify each other against
certain liabilities, including certain liabilities under the Act. The
Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The description of the material terms of the Purchase Agreement is qualified in
its entirety by reference to Exhibit 10.1.
The
Company plans to use the net proceeds from this offering for the following
purposes: (i) approximately $67 million for the repurchase of a portion of
the Company’s 6.0% Convertible Senior Notes due 2018 (the “Notes due 2018”) and
(ii) the remainder to finance its NPCC production capacity expansion, research
and development activities and other working capital requirements.
The Notes
are general senior unsecured obligations of the Company, ranking equally in
right of payment to all of the Company’s other existing and future unsecured,
unsubordinated obligations, and ranking senior in right of payment to any of the
Company’s existing and future obligations expressly subordinated in right of
payment to the Notes, but are effectively subordinated to all existing and
future obligations of the Company’s subsidiaries. The Notes bear
interest at a rate of 6.50% per annum on the principal amount, payable
semi-annually, in arrears. Subject to fulfillment of certain
conditions and during the period prior to the close of business on the business
day immediately preceding the maturity date, the Notes will be convertible into
shares of the Company’s common stock. The initial conversion rate is 164.6904
shares per $1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $6.07 per share), subject to adjustment on the
occurrence of specified events.
Holders
of the Notes have the right to require the Company to repurchase, for cash, all
or any portion of their Notes on December 15, 2013 at a price equal to 100% of
the principal amount of the Notes to be purchased, plus accrued and unpaid
interest. Holders of the Notes also have the right to require the
Company to repurchase, for cash, all or any portion of their Notes at a price
equal to 100% of the principal amount of the Notes to be purchased, plus accrued
and unpaid interest, upon the occurrence of specified events.
Completion
of this offering is conditional upon a certain amount of the Notes due 2018
being repurchased by the Company and surrendered to the trustee for cancellation
such that at least 75% of the original issuance amount of the Notes due 2018 are
no longer outstanding.
Subject
to certain exceptions, the Company, all of the Company’s directors and executive
officers and certain of the Company’s existing shareholders also agreed not to
sell or transfer any common stock or any securities convertible into or
exchangeable for common stock of the Company for 90 days after December 9, 2010
without first obtaining the written consent of the representative on behalf of
the Initial Purchasers.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above, which is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 1.01 above, which is incorporated by reference herein.
Item.
8.01 Other Events.
On
December 10, 2010, the Company issued a press release announcing the pricing of
the Note Offering. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
This Form
8-K does not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any offer, solicitation or sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful. Any offers of the securities would be made only by means of a
confidential offering memorandum. These securities have not been registered
under the Securities Act or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act and applicable state
laws.
This
Current Report on Form 8-K includes forward-looking statements regarding future
events. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including, but not limited to,
statements regarding the anticipated uses of the proceeds from the offering, any
statements of expectation or belief, and any statements of assumptions
underlying any of the foregoing. These statements are based on current
expectations on the date of this report and involve a number of significant
risks and uncertainties which may cause actual results to differ significantly
from such estimates. The risks include, but are not limited to, the anticipated
uses of the proceeds from the offering. The Company’s Securities and Exchange
Commission filings identify many other risks and uncertainties. Any
forward-looking statements that we make in this report speak only as of the date
of such statement, and the Company undertakes no obligation to update such
statements.
-2-
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
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Purchase
Agreement, dated December 9, 2010
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99.1
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Press
Release of ShengdaTech, Inc., dated December 10,
2010
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-3-
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.
ShengdaTech,
Inc.
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Date: December
10, 2010
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By:
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/s/
Xiangzhi Chen
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Xiangzhi
Chen
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Chairman
and Chief Executive Officer
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-4-