Attached files
| file | filename |
|---|---|
| EX-5.1 - CHINACAST EDUCATION CORP | v168033_ex5-1.htm |
| EX-1.1 - CHINACAST EDUCATION CORP | v168033_ex1-1.htm |
| EX-99.1 - CHINACAST EDUCATION CORP | v168033_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): December 1, 2009
CHINACAST EDUCATION
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50550
|
20-0178991
|
|
(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) (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):
Item
1.01 Entry into a Material Definitive Agreement.
On
December 1, 2009, ChinaCast Education Corporation (the “Company”) entered into
an underwriting agreement (the “Underwriting Agreement”) with Roth Capital
Partners, LLC (the “Underwriter”), related to a public offering
of 5,930,000 shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), at a price of $6.85 per share. Under the
terms of the Underwriting Agreement, the Company has granted the Underwriter an
option, exercisable for 30 days, to purchase up to an additional 889,500
shares of Common Stock to cover over-allotments, if any. The Company
estimates that the net proceeds from this offering, after deducting underwriting
discounts and commissions and before offering expenses payable by the Company,
will be approximately $38,589,475 (or approximately $44,377,896 if the
over-allotment option is exercised in full). The offering is being
made pursuant to the Company’s effective registration statements on Form S-3, as
amended and supplemented filed with the Securities and Exchange Commission. The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and the
description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit.
Item
8.01 Other Events.
On
December 1, 2009, the Company issued a press release announcing that it had
priced the public offering described in Item 1.01 of this Current
Report. The Company’s press release is filed as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
1.1
|
Underwriting
Agreement, dated December 1, 2009.
|
|
5.1
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Opinion
of Loeb & Loeb LLP as to the legality of the shares of common stock
that were registered on Registration Statement No. 333-153165, as amended
and supplemented.
|
|
99.1
|
Press
Release dated December 1, 2009.
|
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: December
1, 2009
|
CHINACAST EDUCATION
CORPORATION
|
||
|
|
By:
|
/s/ Ron Chan Tze Ngon | |
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Name:
Ron Chan Tze Ngon
|
|||
|
Title: Chief
Executive Officer
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Exhibit
Index
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Exhibit
No.
|
Description
|
|
1.1
|
Underwriting
Agreement, dated December 1, 2009.
|
|
5.1
|
Opinion
of Loeb & Loeb LLP as to the legality of the shares of common stock
that were registered on Registration Statement No. 333-153165, as amended
and supplemented.
|
|
99.1
|
Press
Release dated December 1, 2009.
|