Attached files
| file | filename |
|---|---|
| EX-10.2 - EX-10.2 - SYNTHESIS ENERGY SYSTEMS INC | c21571exv10w2.htm |
| EX-99.1 - EX-99.1 - SYNTHESIS ENERGY SYSTEMS INC | c21571exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2011
Synthesis Energy Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33522 | 20-2110031 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| Three Riverway, Suite 300 Houston, Texas |
77056 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 579-0600
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| þ | 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 16, 2011, Synthesis Energy Systems, Inc. (the “Company”) entered into a letter
agreement with China Energy Industry Holdings Group Co, Ltd. (“China Energy”) and Zhongjixuan
Investment Management Company Ltd. (“ZJX”), pursuant to which the parties agreed to amend the Share
Purchase Agreement dated March 31, 2011 to extend the termination date to December 31, 2011,
provided that if the closing date is delayed by any investigation, review, approval or similar
procedures required by any governmental agency for the consummation of the transactions under the
share purchase agreement, then the termination date of December 31, 2011 shall be extended to the
twentieth business day after the completion of such investigation, review, approval or similar
procedures. A copy of the Share Purchase Agreement is incorporated by reference herein as Exhibit
10.1 and a copy of the letter agreement is filed herewith as Exhibit 10.2.
Item 8.01 Other Events.
On August 16, 2011, the Company issued a press release announcing the execution of the letter
agreement with ZJX and China Energy and announcing ZJX’s intent to complete the investment into the
Company in partnership with Yima Coal Industry Group Co., Ltd. A copy of the press release is
filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 10.1 | Share Purchase Agreement dated March 31, 2011 between Synthesis Energy Systems, Inc., China
Energy Industry Holdings Group Co, Ltd. and Zhongjixuan Investment Management Company Ltd.
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
March 31, 2011). |
|||
| *10.2 | Letter Agreement dated August 16, 2011 between Synthesis Energy Systems, Inc., China Energy
Industry Holdings Group Co, Ltd. and Zhongjixuan Investment Management Company Ltd. |
|||
| *99.1 | Press Release dated August 16, 2011. |
| * | Filed herewith. |
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 thereunto duly authorized.
| Synthesis Energy Systems, Inc. |
||||
| Dated: August 16, 2011 | /s/ Robert Rigdon | |||
| Robert Rigdon | ||||
| President and Chief Executive Officer | ||||
Exhibit Index
| 10.1 | Share Purchase Agreement dated March 31, 2011 between Synthesis Energy Systems, Inc., China
Energy Industry Holdings Group Co, Ltd. and Zhongjixuan Investment Management Company Ltd.
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
March 31, 2011). |
|||
| *10.2 | Letter Agreement dated August 16, 2011 between Synthesis Energy Systems, Inc., China Energy
Industry Holdings Group Co, Ltd. and Zhongjixuan Investment Management Company Ltd. |
|||
| *99.1 | Press Release dated August 16, 2011. |
| * | Filed herewith. |