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 15, 2010
BENDA
PHARMACEUTICAL, INC.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
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000-16397
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Taibei Mingju, 4th Floor,
6 Taibei Road, Wuhan, Hubei
Province, 430015, PRC
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41-2185030
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(Commission File Number)
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(Address of Principal Executive
Offices and zip code)
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(IRS Employer Identification No.)
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+86
(27) 85494916
(Registrant's
telephone number, including area code)
(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 registrant under any of the following
provisions:
¨ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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
8.01 Other Events.
As
previously disclosed, on December 30, 2009, Benda Pharmaceutical, Inc. (“we,”
“us,” “our,” or the “Company”) was served with a Summons and Complaint filed by
Pope Investments, LLC (“Pope”) in the Court of Chancery of the State of Delaware
(the “Court”) against the Company and our officers and
directors. Pope filed the Summons and Complaint as a judgment
creditor and as a shareholder of the Company. Pope alleges that the
assets and profits of our subsidiary company have been wrongfully diverted by
our officers and directors and requests the appointment of a receiver to
liquidate and wind down the business affairs of the Company. In
connection with the filing of the Summons and Complaint, Pope has also filed a
motion for a Preliminary Injunction Motion seeking to enjoin the Company and our
officers and directors from taking any further actions to divert the corporate
assets and profits of our subsidiary company and for expedited discovery
proceedings. Pope further requests the imposition of a constructive
trust, an accounting, damages for an alleged breach of fiduciary duty by the
Company’s officers and directors, and attorneys’ fees. An expedited
hearing on Pope’s application seeking the appointment of a receiver (the
“Application”) was held on March 29, 2010. The parties filed
post-trial briefs on April 7, 2010.
On
December 15, 2010, the Court, in a written decision, denied Pope’s expedited
application pursuant to Count I of its Compliant seeking the appointment of a
receiver to assume management of Benda’s affairs. The Motion to
Dismiss Pope’s Complaint against the Benda directors and officers named as
defendants remains pending.
Item 9.01 Financial Statements and
Exhibits.
None.
SIGNATURE
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.
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BENDA
PHARMACEUTICAL, INC.
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Date:
December 22, 2010
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By:
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/s/ Yiqing Wan
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Yiqing
Wan
President,
Chief Executive Officer,
Chief
Financial and Accounting Officer and
Chairman
of the Board of Directors
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