Attached files
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| EX-99.1 - Orsus Xelent Technologies Inc | v206995_ex99-1.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) January 3,
2011
(December
30, 2010)
ORSUS
XELENT TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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001-33456
(Commission
File Number)
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20-1198142
(IRS
Employer Identification No.)
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29TH Floor,
Tower B, Chaowai MEN Office Building
26
Chaowai Street, Chaoyang Disc.
Beijing,
People’s Republic of China 100020
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code 86-10-85653777
(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):
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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
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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Three
proposals were submitted to a vote of, and were approved by, the stockholders of
Orsus Xelent Technologies, Inc. (the “Company”) at the 2010 annual meeting of
stockholders, which was held on December 30, 2010. The first proposal
was for the election of five nominees to serve as directors of the Company until
the end of their respective terms. The second proposal was to approve an
amendment to the Company’s certificate of incorporation to implement a reverse
stock split of the Company’s issued and outstanding common stock at an exchange
ratio of up to one (1) for thirty (30). The third proposal was to
ratify the appointment of Kabani & Company, Inc. as the Company’s
independent registered public accountants for the fiscal year
2010. Additional information about the proposals can be found in the
Company’s definitive proxy statement filed with the Securities and Exchange
Commission on November 12, 2010.
Of the
30,256,000 shares of stock issued and outstanding and entitled to vote at the
annual meeting, 23,135,125 shares were represented in person or by proxy, which
constituted approximately 76.46% of the total votes entitled to be cast at the
meeting. Each share of common stock outstanding is entitled to one
vote.
Proposal
1 – Election of Directors
The
voting results for the election of Directors were as follows:
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Number of
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Number of
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Shares Voted for
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Shares Withheld
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||
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Guoji
Liu
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12,640,168
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234,623
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||||||
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Liu
Yu
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12,620,694
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254,097
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||||||
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Naizhong
Che
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12,617,918
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256,873
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||||||
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Guowei
Zhang
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12,611,068
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263,723
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||||||
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Changhui
Guo
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12,611,668
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263,123
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||||||
There
were no votes against any nominee. There were 10,260,334 broker
non-votes for this proposal.
Proposal
2 – Approval of an Amendment to the Certificate of Incorporation to Implement a
Reverse Stock Split
The
voting results for the approval of an amendment to the certificate of
incorporation to implement a reverse stock split were as follows:
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For:
21,245,730
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Against:
1,785,973
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Abstain:
103,422
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There
were no broker non-votes for this proposal.
Proposal
3 – Ratification of the Appointment of Kabani & Company, Inc.
The
voting results for the ratification of the appointment of Kabani & Company,
Inc. to serve as the Company’s independent registered public accountants for the
fiscal year 2010 were as follows:
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For:
20,924,687
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Against:
935,861
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Abstain:
1,274,577
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There
were no broker non-votes for this proposal.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated January 3,
2011.
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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.
Dated:
January 3, 2011
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ORSUS
XELENT TECHNOLOGIES, INC.
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By:
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/s/ Hua Chen
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Name:
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Hua
Chen
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated January 3,
2011.
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