|UNITED STATES |
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON D.C. 20549 |
|CURRENT REPORT |
|Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
Date of Report (Date of Earliest Event Reported): March 1,
|CHINA INFORMATION TECHNOLOGY, INC.
|(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
||(Commission File Number)
||(IRS Employer Identification No.) |
|incorporation or organization)
|21st Floor, Everbright Bank
|Zhuzilin, Futian District, |
|Shenzhen, Guangdong, 518040 |
Republic of China
|(Address of Principal Executive Offices)
|(+86) 755 -8370-8333 |
|(Registrant's telephone number, including area code)
|(Former name or former address, if changed since last
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))
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report and the press release furnished as Exhibit 99.1
hereto contain certain statements that may include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities Exchange Act of 1934, as
amended (the Exchange Act). All statements, other than statements of
historical fact, are forward-looking statements, including statements
regarding the Companys business strategy, plans and objectives and statements
of non-historical information. These forward-looking statements are often
identified by the use of forward-looking terminology such as should,
believes, expects, anticipates or similar expressions, and involve known
and unknown risks and uncertainties. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, they
involve assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. You should not place undue reliance on these forward-looking
statements, which speak only as of their respective dates. The Companys actual
results could differ materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those discussed in the
Companys periodic reports and registration statements that are filed with and
available from the Securities and Exchange Commission. All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these factors. Other than as required
under the securities laws, the Company does not assume a duty to update these
Item 3.03 Material Modifications to Rights of Security
The disclosure set forth under Items
5.03 and 8.01 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
China Information Technology,
Inc. (the Company) has filed a Certificate of Change pursuant to Section
78.209 of the Nevada Revised Statutes (the Certificate of Change) with the
Secretary of State of the State of Nevada to effect a one (1)-for-two (2)
reverse stock split (the Reverse Split) of the authorized and issued and
outstanding Common Stock, par value $0.01 per share (Common Stock), of the
Company. Pursuant to the filing of the Certificate of Change, the Reverse Split
became effective after the close of trading on March 1, 2012 (the Record
The Reverse Split was duly
approved by the Board of Directors of the Company without shareholder approval,
in accordance with the authority conferred by Section 78.207 of the Nevada
Revised Statutes. The Certificate of Change effected the Reverse Split at 5:00
p.m., Pacific Standard Time, on the Record Date and was deemed to amend the
Companys Articles of Incorporation to decrease the authorized number of shares
of the Companys Common Stock from two hundred million (200,000,000) shares to
one hundred million (100,000,000) shares.
Pursuant to the Reverse Split,
holders of the Companys Common Stock will be deemed to hold one (1) whole
post-split share of the Companys Common Stock for every two (2) whole shares of
the Companys issued and outstanding Common Stock held immediately prior to 5:00
p.m., Pacific Standard Time, on the Record Date. No fractional shares of the
Registrants Common Stock will be issued in connection with the Reverse Split.
Shareholders who are entitled to a fractional post-split share will receive in
lieu thereof one (1) whole post-split share.
Item 8.01 Other Events.
At the market opening on March 2,
2012, the Company's Common Stock began trading on the NASDAQ Stock Market on a
split-adjusted basis. The Companys Common Stock will continue to trade under
the symbol CNIT. The Companys common stock will trade under a new CUSIP
number. The CUSIP number of the post-Reverse Split Common Stock is 16950L 208.
Following the effectiveness of the reverse stock split the Company has
approximately 27.6 million shares issued and outstanding.
On March 1, 2012, the Company
issued a press release announcing the Reverse Split. A copy of the press release
is attached as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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 INFORMATION TECHNOLOGY, INC.
|Dated: March 2, 2012
||By: /s/ Jiang Huai Lin |
|| Jiang Huai Lin
|| Chairman and Chief
Executive Officer |