Attached files
| file | filename |
|---|---|
| EX-4.1 - China Integrated Energy, Inc. | v207173_ex4-1.htm |
| EX-10.2 - China Integrated Energy, Inc. | v207173_ex10-2.htm |
| EX-99.1 - China Integrated Energy, Inc. | v207173_ex99-1.htm |
| EX-10.1 - China Integrated Energy, Inc. | v207173_ex10-1.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
China Integrated Energy,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34390
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65-0854589
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(State
or Other Jurisdiction of
Incorporation)
|
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(Commission
File Number)
|
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(IRS
Employer
Identification No.)
|
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Dongxin
Century Square, 7th
Floor
Hi-Tech
Development District
Xi’an,
Shaanxi Province, People’s Republic of China
710043
|
|
(Address
of Principal Executive Offices and Zip
Code)
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Registrant’s
telephone number, including area code: 86-29 8268
3920
_____________________________________
(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
January 3, 2011, China Integrated Energy, Inc. (the “Company”) entered into a
letter agreement with Rodman & Renshaw, LLC, as exclusive placement agent
(the “Placement Agent”), pursuant to which the Placement Agent has agreed to act
as placement agent on a best efforts basis in connection with the sale of
3,453,572 shares of the Company’s common stock (“Common Stock”) together with
warrants, exercisable for a six month and five trading day period commencing six
months and one day following the closing date, to purchase up to an aggregate of
1,726,786 shares of Common Stock in a registered direct offering. The
Company has agreed to pay the Placement Agent an aggregate fee equal to 5% of
the gross proceeds from the sale of shares of Common Stock and related warrants
in this offering.
Also on
January 3, 2011, the Company and certain institutional investors entered into a
securities purchase agreement, pursuant to which the Company agreed to sell to
such investors an aggregate of 3,453,572 shares of Common Stock together with
warrants to purchase a total of 1,726,786 shares of Common Stock, for gross
proceeds of approximately $24.17 million. Each purchaser of shares of Common
Stock will receive a warrant to purchase a number of shares equal to 50% of the
number of shares of Common Stock the purchaser purchases in the offering. The
purchase price for each share of Common Stock and the related warrant is $7.00.
Each warrant has an exercise price of $7.50. Each warrant is subject to
anti-dilution provisions that require adjustment of the number of shares of
Common Stock that may be acquired upon exercise of the warrant, or to the
exercise price of such shares, or both, to reflect stock dividends and splits,
subsequent rights offerings, pro-rata distributions, and certain fundamental
transactions.
The
closing of the offering is expected to take place on or about January 7, 2011,
subject to the satisfaction of customary closing conditions.
The
shares of Common Stock, warrants to purchase Common Stock, and shares of Common
Stock issuable upon exercise of the warrants will be issued pursuant to a
prospectus supplement filed with the Securities and Exchange Commission (the
“SEC”), in connection with a takedown from the Company’s shelf registration
statement on Form S-3 (File No. 333-166551), which was declared effective by the
SEC on May 19, 2010.
A copy of
the letter agreement, form of securities purchase agreement and form of warrant
are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are
incorporated herein by reference. The foregoing summaries of the terms of the
letter agreement, securities purchase agreement and the warrants are subject to,
and qualified in their entirety by, such documents.
On
January 4, 2011, the Company issued a press release announcing the offering. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant
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10.1
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Letter
Agreement, dated January 3, 2011, between China Integrated Energy, Inc.
and Rodman & Renshaw, LLC
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10.2
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Form
of Securities Purchase Agreement dated January 3, 2011, among China
Integrated Energy, Inc. and certain institutional
investors
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99.1
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Press
Release dated January 4,
2011
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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.
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Dated: January
4, 2011
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China
Integrated Energy, Inc.
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By:
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/s/ Xincheng Gao
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Name:
Xincheng Gao
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Title: Chief
Executive Officer and President
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