Attached files
| file | filename |
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| EX-10.1 - EQUITY PURCHASE AGREEMENT - Feihe International Inc | v230822_ex10-1.htm |
| EX-99.1 - PRESS RELEASE - Feihe International Inc | v230822_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
August
1, 2011
Date of
report (Date of earliest event reported)
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Feihe
International, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Utah
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001-32473
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90-0208758
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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Star
City International Building, 10 Jiuxianqiao Road, C-16th Floor
Chaoyang
District, Beijing, China 100016
(Address
of principal executive offices, including Zip Code)
+86
(10) 8457-4688
(Registrant’s
Telephone Number, Including Area Code)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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 1.01 Entry
into a Material Definitive Agreement
On August
1, 2011, Feihe International, Inc. (the “Company”) and Jinyan
Ma entered into an equity purchase agreement (the “Equity Purchase
Agreement”) with Haerbin City Ruixinda Investment Company Ltd. (“Purchaser”) regarding
the sale to Purchaser of two of the Company’s subsidiaries, Heilongjiang Feihe
Kedong Feedlots Co., Limited (“Kedong Dairy Farm”)
and Heilongjiang Feihe Gannan Feedlots Co., Limited (“Gannan Dairy Farm,”
and collectively, the “Dairy
Farms”). Pursuant to the Equity Purchase Agreement, the
Company and Jinyan Ma have agreed to sell, and Purchaser has agreed to purchase,
all of the issued and outstanding shares of capital stock of the Dairy Farms for
a total purchase price of RMB849,025,724.57 (approximately US$131.8
million). This aggregate purchase price includes RMB114,520,000
(approximately US$17.8 million) in cash, of which RMB110,720 is payable to the
Company and RMB3,800,000 is payable to Jinyan Ma. The remaining
purchase price is to be satisfied by Purchaser’s delivery to the Company, in six
quarterly installments, of raw milk with an aggregate value of RMB734,505,724.57
(approximately US$114.0 million) from the Dairy Farms. In the event
the raw milk production of the Dairy Farms is insufficient to fulfill such
quarterly amounts, the shortfall will be immediately payable to the Company in
cash by the Dairy Farms.
The
Equity Purchase Agreement contains customary representations and warranties
regarding the Company and Purchaser, their business and operations and related
matters. The parties have agreed to indemnify each other for certain
losses, and the Purchaser has agreed to pay certain liquidated damages if
required payments are not timely made to the Company. In addition,
the Company has certain financial supervisory rights and the right to appoint a
director to each of the Dairy Farms’ boards of directors.
Closing
under the Equity Purchase Agreement is subject to certain closing conditions,
including the execution of the Raw Milk Exclusive Supply Agreement (the “Supply Agreement”)
and the Asset Mortgage Agreement (the “Mortgage
Agreement”). In addition to requiring the delivery of raw milk
to satisfy the remaining purchase price after the initial cash payment, the
Supply Agreement would require the Dairy Farms, among other obligations, to
maintain their current ordinary business after closing and to supply raw milk to
the Company exclusively until the quarterly quota amounts are delivered and for
so long as the Company requires additional supply. The Mortgage
Agreement would create a security interest in favor of the Company in certain
properties and assets belonging to the Dairy Farms to secure the obligations of
the Dairy Farms to the Company.
The
foregoing description of the transaction does not purport to be complete and is
qualified in its entirety by reference to the complete copy of the Equity
Purchase Agreement (including its appendices), which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item
3.02 Unregistered
Sales of Equity Securities
On June
29, 2011, the Compensation Committee (the “Committee”) of the
Board of Directors of the Company granted new, non-statutory performance stock
options to certain officers and employees of the Company pursuant to the
Company’s 2009 Stock Incentive Plan (the “Plan”). In
the aggregate, the Committee granted performance stock options to acquire
1,282,000 shares of the Company’s common stock, each with an exercise price of
$8.32. The performance stock options will vest upon satisfaction of
performance goals and certain other criteria provided the option holder
continues to be an employee of, or service provider to, the Company or its
subsidiaries at the time of the relevant vesting dates. If the
recipient fails to satisfy the performance goals related to a vesting date, the
shares that would otherwise vest on that date will be forfeited and
cancelled. The Committee also granted an aggregate of 30,000 shares
of the Company’s common stock pursuant to new restricted stock awards to certain
directors of the Company pursuant to the Plan.
All of
the recipients of the performance stock options and restricted stock awards,
except for one recipient of the options and two directors receiving restricted
stock, are not U.S. persons (as that term is defined in Regulation S of the
Securities Act of 1933, as amended (the “Securities Act”)),
and the Company issued options to acquire 1,252,000 shares of its common stock
and restricted stock awards of 20,000 shares of its common stock to these
recipients in offshore transactions not requiring registration under the
Securities Act pursuant to Regulation S. The Company issued options
to acquire 30,000 shares of its common stock and 10,000 shares of restricted
stock to the remaining recipients in reliance on the exemption from registration
provided by Section 4(2) under the Securities Act for a transaction by an issuer
not involving any public offering, and in reliance on similar exemptions under
applicable state securities law.
Item 7.01 Regulation
FD Disclosure
On August
4, 2011, the Company issued a press release announcing that it held a media
conference to discuss the Equity Purchase Agreement and planned sale of the
Dairy Farms. A copy of the press release is furnished herewith as
Exhibit 99.1 and is incorporated by reference herein.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of such section. The information
in this Item 7.01, including Exhibit 99.1, shall not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any incorporation by reference language in any such
filing. This Current Report will not be deemed an admission as to the
materiality of any information in this Current Report that is required to be
disclosed solely by Regulation FD.
Item
9.01 Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
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Description
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10.1
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Equity
Purchase Agreement dated August 1, 2011, including Raw Milk Exclusive
Supply Agreement and Asset Mortgage Agreement attached as Appendices 1 and
2, respectively (English translation)
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99.1
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Press
release announcing hosting of media conference to discuss sale of dairy
farms
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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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FEIHE
INTERNATIONAL, INC.
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By:
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/s/
Leng You-Bin
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Leng
You-Bin
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Chairman
and CEO
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Date:
August 4, 2011
INDEX
TO EXHIBITS
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Exhibit
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Description
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10.1
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Equity
Purchase Agreement dated August 1, 2011, including Raw Milk Exclusive
Supply Agreement and Asset Mortgage Agreement attached as Appendices 1 and
2, respectively (English translation)
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99.1
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Press
release announcing hosting of media conference to discuss sale of dairy
farms
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