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 5, 2009
CHINACAST
EDUCATION CORPORATION
(Exact name of registrant as specified in
its charter)
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Delaware
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000-50550
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20-0178991
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Suite
3316, 33/F, One IFC, 1 Harbour View Street,
Central,
Hong Kong
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(Address of principal executive
offices) (Zip Code)
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Registrant’s telephone number, including
area code: (852)
2811-2389
____________________________________
(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):
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of Assets.
On October 5, 2009, ChinaCast
Communication Holdings Limited (the “Purchaser”), a subsidiary of ChinaCast
Education Corporation (the “Company”), completed the acquisition of East Achieve
Limited (“East Achieve”), the holding company which owns 100% of Lijiang
College, from Xie Jiqing who holds 100% of the equity interest in East Achieve
for a total purchase price of RMB365,000,000 (or approximately $53.7
million). RMB100,000,000 (or approximately $14.7 million) of the
purchase price has been paid, RMB195,000,000 (or approximately $28.7 million)
will be paid upon the satisfaction or waiver of certain conditions specified in
the Agreement, and the remaining RMB70,000,000 (or approximately $10.3 million)
will be paid within 30 days of August 31, 2010. The source of the
cash used for the acquisition is from working capital of the
Company.
East Achieve owns 100% of the equity
interest in Shanghai Xijiu Information Technology Co., Ltd., which in turn owns
100% of the equity interest in China Lianhe Biotechnology Co., Ltd.
(“Lianhe”). As a result of the consummation of the acquisition, the
Purchaser now holds 100% of the equity interest in Lianhe. Lijiang College is
jointly sponsored by Lianhe and Guangxi Normal University. Lijiang
College was founded in 2001 as an independent, accredited college affiliated
with Guangxi Normal University, which is located in the city of Guilin in
Southwestern China. The university has 415 full-time and part-time instructors
and offers fully accredited bachelor degree and diploma courses in tourism,
hospitality, language studies, computer engineering, economics, law, music, art
and physical education.
Item 9.01 Financial
Statements and Exhibits.
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(a)
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Financial Statements of Businesses
Acquired
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The financial information that is
required pursuant to this Item will be filed by amendment not later than 71
calendar days after the date that this initial report on Form 8-K is required to
be filed.
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(b)
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Pro-forma Financial
Information
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The pro-forma financial information that
is required pursuant to this Item will be filed by amendment not later than 71
calendar days after the date that this initial report on Form 8-K is required to
be filed.
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.
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October 9, 2009
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CHINACAST
EDUCATION CORPORATION
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By:
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/s/ Antonio Sena | ||
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Name: Antonio
Sena
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Title: Chief
Financial Officer
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