Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CHINACAST EDUCATION CORP | v236292_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): October 3,
2011
CHINACAST EDUCATION
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33771
|
20-178991
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Suite
08, 20/F, One International Financial Centre, 1 Harbour View
Street
Central,
Hong Kong
|
|
(Address
of Principal Executive Offices and Zip
Code)
|
Registrant’s
telephone number, including area code: (852) 3960
6506
(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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 3, 2011, the board of directors (the “Board”) of ChinaCast Education
Corporation (the “Company”), upon recommendation of the Nominating and Corporate
Governance Committee of the Board, increased the size of the Board from five to
seven members. In connection therewith, the Board appointed Mr.
Stephen Marksheid and Hope Ni, recommended by the Nominating Committee, to fill
the vacancies created by the increase in the size of the Board. The
Board determined that each of
Mr. Markscheid and Ms. Ni 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 and Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Board has determined that Mr.
Marksheid possesses accounting or related financial management experience that
qualifies him as financially sophisticated within the meaning of Rule
4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee
financial expert” as defined by the rules and regulations of the Exchange
Act.
The Board
also appointed Mr. Stephen Marksheid to serve on the Audit Committee of the
Board to fill the vacancy created by the removal of Mr. Ned Sherwood
from the Audit Committee on September 25, 2011. With the appointment of Mr.
Stephen Marksheid to the Board, the Audit Committee once again consists of three
independent directors, as required by Nasdaq Listing Rule
5605(c)(2)(A). The Company intends to immediately notify The Nasdaq
Stock Market that it is now in compliance with by Nasdaq Listing Rule
5605(c)(2)(A). In addition, the Board appointed Mr. Stephen Marksheid
and Ms. Hope Ni to serve on the Nominating and Corporate Governance
Committee and on the Compensation Committee of the Board.
Mr.
Stephen Markscheid is currently the Chief Executive Officer of Synergenz
BioScience Ltd., and has broad business experience as a banker, consultant,
manager and corporate finance professional with more than 20 years’ experience
in new business development in the US, Asia and Europe. He also
serves as board director of CNinsure, Inc., Jinko Solar Inc., China Energy
Corporation, China Integrated Energy, Inc. and China Ming Yang Wind Group Co.
Ltd. Mr. Markscheid previously worked at GE Capital, where he led
their business development activities in China and Asia. Prior to
joining GE, he worked with the Boston Consulting Group as a case leader and was
a banker in London, Chicago, New York, Hong Kong and Beijing with Chase
Manhattan Bank and First National Bank of Chicago. His career began
with the US-China Business Council, working in Washington D.C. and
Beijing. Mr. Markscheid earned a MBA with distinction from Columbia
University (class valedictorian), a Masters in International Affairs and
Economics from Johns Hopkins and a BA in East Asian Studies from Princeton
University. He has lived and worked in Asia for over sixteen years
including China, Singapore, Hong Kong, Taiwan and Thailand. Besides his native
English, he is fluent in Chinese and conversant in Japanese and
French.
Ms. Hope
Ni, 39, is currently the Chairman and Chief Executive Officer of Inspire
Capital, which focuses on investments and business advisory. She
previously served as the chief financial officer and director for Cogo Group
Inc., a NASDAQ Select Global Market-listed company (NASDAQ: COGO) which she
joined in August 2004, and served as Vice Chairman of Cogo Group in
2008. Ms. Ni also spent six years as an attorney specializing in
corporate finance at Skadden, Arps, Slate, Meagher & Flom LLP in New York
and Hong Kong. Prior to that, she worked at Merrill Lynch’s
investment banking division in New York. Ms. Ni is currently an
independent director at JA Solar Holdings Co., Ltd., Digital China Holdings
Ltd., Kong Zhong and ATA Inc. She received her J.D. degree from the
University of Pennsylvania Law School and her bachelor’s degree in Applied
Economics and Business Management from Cornell University.
Neither
Mr. Marksheid nor Ms. Ni has any family relationships with any of the executive
officers or directors of the Company. There have been no transactions in the
past two years to which the Company or any of its subsidiaries was or is to be a
party, in which either Mr. Marksheid or Ms. Ni had, or will have, a direct or
indirect material interest.
Item 9.01.
Financial Statements and Exhibits.
|
|
(d)
Exhibits
|
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release dated October 3, 2011
|
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: October
3, 2011
|
CHINACAST EDUCATION | |
| CORPORATION | ||
|
|
By:
|
/s/ Antonio Sena
|
|
Name:
Antonio Sena
|
||
|
Title: Chief
Financial Officer
|
||
5
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release dated October 3, 2011
|