Attached files
| file | filename |
|---|---|
| EX-10.3 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-3.htm |
| EX-10.1 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-1.htm |
| EX-10.2 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-2.htm |
| EX-99.1 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex99-1.htm |
| EX-10.4 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-4.htm |
| EX-10.5 - WUHAN GENERAL GROUP (CHINA), INC | v205717_ex10-5.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): December 13,
2010
WUHAN
GENERAL GROUP (CHINA), INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
(State
or Other Jurisdiction
of
Incorporation)
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001-34125
(Commission
File
Number)
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84-1092589
(IRS
Employer
Identification
No.)
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Canglongdao
Science Park of Wuhan East Lake Hi-Tech Development Zone
Wuhan,
Hubei 430200
People’s
Republic of China
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (86) 27-5970-0069
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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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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With
respect to the Series A and Series B warrants, each Series A and Series B
warrant holder was given the option to (i) sell all or part of such holder’s
warrant to Fame Good International Limited, the Company’s controlling
stockholder (“Fame Good”), for $0.50 per share of warrant stock pursuant to a
Warrant Purchase Agreement entered into by and among the Company, Fame Good and
certain warrant holders (the “Warrant Purchase Agreement”) and/or (ii) exchange
all or part of such holder’s warrant for the issuance by the Company of 0.5
shares of the Company’s common stock, par value $0.0001 per share, per share of
warrant stock pursuant to a Warrant Exchange Agreement entered into by and among
the Company and certain warrant holders (the “Series A and B Warrant Exchange
Agreement”). The director and controlling stockholder of Fame Good is
Mr. Xu Jie, who currently serves as the Chairman of the Company.
The
Series A and Series B warrant holders sold warrants to purchase an aggregate of
3,913,905 shares of common stock to Fame Good under the Warrant Purchase
Agreement and exchanged warrants to purchase an aggregate of 9,865,222 shares of
common stock with the Company under the Series A and B Warrant Exchange
Agreement. The warrant purchase closed on December 13, 2010, and the
warrant exchange with the Series A and Series B warrant holders, other than Fame
Good, closed on the same date. In total, Wuhan General will issue
4,932,609 shares of common stock in connection with the recapitalization of the
Series A and Series B warrants. This amount includes 1,956,952 shares
of common stock issuable to Fame Good upon the exchange of the warrants that it
purchased from certain Series A and B warrant holders. The issuance
of these shares to Fame Good is subject to stockholder approval.
With
respect to its Series C, AA, BB and JJ warrants, the Company entered into a
Warrant Exchange Agreement with Fame Good and all of the Series C, AA, BB and JJ
warrant holders (the “Series C, AA, BB and JJ Warrant Exchange Agreement”)
pursuant to which the Company exchanged all of the outstanding Series C, AA, BB
and JJ warrants for the issuance by the Company of (i) 1.372921615 shares of the
Company’s common stock per share of Series C warrant stock; (ii) 0.8203 shares
of the Company’s common stock per share of Series AA and Series BB warrant
stock; and (iii) 0.8288 shares of the Company’s common stock per share of Series
JJ warrant stock. When the Series C, AA, BB and JJ warrant
recapitalization closes, the Company expects to issue an additional 2,220,456
shares of common stock to the Series C, AA, BB and JJ warrant
holders. The issuance of these additional shares is subject to
stockholder approval.
Once all
of the shares have been issued in connection with the warrant recapitalization,
the Company will have approximately 32,505,015 shares of common stock
outstanding. After the completion of the transactions, the Company
will have one Series A warrant outstanding representing the right to purchase
128,755 shares of the Company’s common stock. The Company will no
longer have any Series B, C, AA, BB or JJ warrants outstanding.
1
Under the
Warrant Purchase Agreement and the Series A and B Warrant Exchange Agreement,
each warrant holder agreed to enter into (i) a Waiver (the “Waiver Agreement”)
to that certain Lock-Up Agreement, dated February 7, 2007, between the Company
and Fame Good (the “Lock-Up Agreement”) and that certain Series A Convertible
Preferred Stock Purchase Agreement, dated February 7, 2007, among the Company
and the purchasers listed thereunder (the “Stock Purchase Agreement”) and (ii) a
Stockholders Agreement with the Company, Fame Good and Mr. Xu (the “Stockholders
Agreement”). Under the Waiver Agreement, the parties agreed to waive
those rights under the Stock Purchase Agreement and the Lock-Up Agreement that
prevent the disposition of shares of the Company’s common stock by Fame Good,
subject to the satisfaction of certain conditions, including the condition that
the bid price of the Company’s common stock must equal or exceed $4.00 per
share. Under the Stockholders Agreement, Fame Good agreed (i) to
grant to the stockholders party thereto tag-along rights if Fame Good transfers
an aggregate of 10% or more of its shares of the Company’s common stock, based
on the number of shares held by Fame Good as of February 1, 2010, to a purchaser
or affiliated group of purchasers and (ii) to not transfer or otherwise dispose
of 50% or more of its shares to a proposed purchaser. The Waiver
Agreement and Stockholders Agreement were entered into on December 13, 2010, and
the Lock-Up Agreement and the Stockholders Agreement terminate on February 5,
2011.
The
foregoing descriptions of the Warrant Purchase Agreement, Series A and B Warrant
Exchange Agreement, Series C, AA, BB and JJ Warrant Exchange Agreement, Waiver
Agreement and Stockholders Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of such agreements,
which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current
Report on Form 8-K and incorporated herein by reference. The Lock-Up
Agreement and Stock Purchase Agreement were filed as Exhibits 10.6 and 10.1 to
the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 13, 2007.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information provided in Item 1.01 is incorporated by reference in this Item
3.02.
The
issuance of common stock pursuant to the Series A and B Warrant Exchange
Agreement and the Series C, AA, BB and JJ Warrant Exchange Agreement is to
accredited investors without registration under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws. The
Company is relying upon the exemption from the registration requirements of the
Securities Act provided by Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the shares in any state in which such offer,
solicitation or sale would be unlawful.
2
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Item
7.01.
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Regulation
FD Disclosure.
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On December 14, 2010, the Company
issued a press release announcing the warrant recapitalization. A
copy of the press release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
The
information contained in this Item 7.01 is not “filed” for purposes of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not
deemed incorporated by reference by any general statements incorporating by
reference this report or future filings into any filings under the Securities
Act, or the Exchange Act, except to the extent the Company specifically
incorporates the information by reference. By including this Item
7.01 disclosure in the filing of this Current Report on Form 8-K and furnishing
this information, the Company makes no admission as to the materiality of any
information in this report that is required to be disclosed solely by reason of
Regulation FD.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Warrant
Purchase Agreement, dated December 13, 2010, by and among Wuhan General
Group (China), Inc., Fame Good International Limited and certain Series A
and B warrant holders.
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10.2
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Series
A and B Warrant Exchange Agreement, dated December 13, 2010, by and among
Wuhan General Group (China), Inc. and certain Series A and B warrant
holders.
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10.3
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Series
C, AA, BB and JJ Warrant Exchange Agreement, dated December 13, 2010, by
and among Wuhan General Group (China), Inc. and the Series C, AA, BB and
JJ warrant holders.
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10.4
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Waiver
Agreement, dated December 13, 2010, by and among certain holders of the
Company’s Series A Convertible Preferred
Stock.
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10.5
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Stockholders
Agreement, dated December 13, 2010, by and among Wuhan General Group
(China), Inc., Fame Good International Limited, Mr. Xu Jie and certain
holders of the Company’s Series A Convertible Preferred
Stock.
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99.1
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Press
Release, dated December 14, 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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Wuhan
General Group (China), Inc.
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||||
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Date: December
17, 2010
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||||
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By:
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/s/ Philip Lo
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Name:
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Philip
Lo
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Title:
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Chief
Financial Officer
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4
EXHIBIT
INDEX
Form
8-K
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Filed
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|||
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Exhibit
No.
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Description
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Herewith
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By
Reference
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10.1
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Warrant
Purchase Agreement, dated December 13, 2010, by and among Wuhan General
Group (China), Inc., Fame Good International Limited and certain Series A
and B warrant holders.
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X
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10.2
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Series
A and B Warrant Exchange Agreement, dated December 13, 2010, by and among
Wuhan General Group (China), Inc. and certain Series A and B warrant
holders.
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X
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10.3
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Series
C, AA, BB and JJ Warrant Exchange Agreement, dated December 13, 2010, by
and among Wuhan General Group (China), Inc. and the Series C, AA, BB and
JJ warrant holders.
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X
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10.4
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Waiver
Agreement, dated December 13, 2010, by and among certain holders of the
Company’s Series A Convertible Preferred Stock.
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X
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10.5
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Stockholders
Agreement, dated December 13, 2010, by and among Wuhan General Group
(China), Inc., Fame Good International Limited, Mr. Xu Jie and certain
holders of the Company’s Series A Convertible Preferred
Stock.
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X
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99.1
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Press
Release, dated December 14, 2010.
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X
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5