Attached files
file | filename |
---|---|
EX-99.1 - CHINA AGRITECH INC | v211847_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): February 10, 2011
CHINA
AGRITECH, INC.
(Exact
name of
registrant as specified in its charter)
Delaware
|
000-34458
|
75-2955368
|
||
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID
No.)
|
Room
3F No. 11 Building, Zhonghong International Business Garden
Future
Business Center,
Chaoyang
North Road, Chaoyang District, Beijing, China 100024
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code: (86) 10-59621228
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure Of Directors Or Principal Officers; Election Of Directors;
Appointment Of Principal Officers.
On
February 10, 2011, the Board of Directors (the “Board”) of China Agritech, Inc.
(the “Company”), upon the recommendation of the Nominating Committee of the
Board, appointed Xuenong Zhang to fill the vacancy left on the Board when Mr.
Charles Law resigned as a director of the Company.
The Board
determined that Mr. Zhang is an “independent director” as that term is defined
in accordance with Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock
Market, LLC (the “Nasdaq Marketplace Rules”) and Section 1 0A(m)(3) of the
Securities Exchange Act of 1934, as amended.
The Board
also appointed Mr. Zhang to serve on the Compensation and Nominating Committees
of the Board.
Mr.
Zhang, age 51, since January 2010 has been the Deputy General Manager of
Xinhuinong Agricultural Material (Beijing) Co., Ltd. Prior to that, from March
2006 to December 2009, he was a deputy General Manager of Sinofert Holdings
Limited.
Mr. Zhang
has no family relationships with any of the executive officers or directors of
the Company.
Mr. Law
resigned as a director of the Company on February 10, 2010 for personal business reasons and did not
resign as a result of any disagreement with the Company on any matter relating
to the registrant’s operations, policies or practices.
On
February 10, 2011, the Company entered into a director’s agreement with Mr.
Zhang. Pursuant to the agreement, Mr. Zhang is entitled to a director’s fee of
$20,000 per annum, payable semi-annually. Such fee is in addition to any fees to
which he may be entitled under guidelines and rules established by us from time
to time for compensating non-employee directors for their services and attending
meetings of the Board and its committees. Unless terminated by either party upon
10 days written notice, the agreement expires on the earlier of one year or Mr.
Zhang’s removal or resignation from the Board. Mr. Zhang’s agreement prevents
him from competing with the business of the Company or any of its subsidiaries
or affiliates, directly or indirectly, during the term of the agreement and for
a period of 12 months following its termination.
Additionally,
the Company entered into an indemnification agreement for directors with Mr.
Zhang dated February 10, 2011, pursuant to which, the Company agreed to
indemnify Mr. Zhang the fullest extent permitted by Delaware law against
expenses paid in settlement, in connection with a proceeding by the Company or
in pursuit of the Company’s rights to procure a judgment in its favor, if Mr.
Zhang acted in good faith and in a matter he reasonably believed to be in the
Company’s best interests. The Company agreed to indemnify Mr. Zhang against
expenses actually and reasonably incurred by him in connection with a
proceeding, other than a proceeding by the Company in pursuit of its rights, if
Mr. Zhang acted in good faith and in a matter he reasonably believed to be in
the Company’s best interests, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits.
Exhibit No.
|
Description
|
99.1
|
Independent
Director Contract between the Company and Xuenong Zhang, dated February
10, 2011
|
2
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.
CHINA
AGRITECH, INC.
|
||
Date:
February 10, 2010
|
/s/
Yu Chang
|
|
Yu
Chang
|
||
Chief
Executive Officer
|
3
Exhibit
Index
Exhibit
No.
|
Description |
99.1
|
Independent
Director Contract between the Company and Xuenong Zhang, dated
February
10, 2011
|
4