Attached files
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| EX-99.1 - CHINA AGRITECH INC | v170908_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): January 8,
2010
CHINA
AGRITECH, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-34458
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75-2955368
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID No.)
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Room
3F No. 11 Building, Zhonghong International Business Garden
Future
Business Center,
Chaoyang
North Road, Chaoyang District, Beijing, China 100024
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code: (86) 10-59621278
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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
5.02. Departure Of Directors Or Principal Officers; Election Of Directors;
Appointment Of Principal Officers.
On
December 23, 2009, the Board of Directors (the “Board”) of China Agritech, Inc.
(the “Company”), upon the recommendation of the Nominating Committee of the
Board, expanded the membership of the Board from five to seven and at that time
filled one of the vacancies created by such increase. On January 8,
2010, the Board appointed Charles Law to fill the remaining vacancy to bring the
number of members serving on the Board to seven.
The Board
determined that Mr. Law 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 (the “Nasdaq Marketplace Rules”) and Section 10A(m)(3) of the
Securities Exchange Act of 1934, as amended. Mr. Law’s appointment also confirms
the Company’s compliance the Nasdaq Marketplace Rules which require that a
majority of the members of the Board be “independent.”
The Board
also appointed Mr. Law to serve on the Compensation and Nominating Committees of the
Board.
Mr. Law,
age 50, has been a partner in the Beijing office of King & Wood since
January 2001 and prior to that he was the managing partner at Law &
Arthur. He obtained his LL.B. from Soochow University School of Law,
Taipei, and his LL.M. from the Law School of Southern Methodist
University.
Mr. Law
has no family relationships with any of the executive officers or directors of
the Company.
On
January 8, 2010, the Company entered into a director’s agreement with Mr.
Law. Pursuant to the agreement, Mr. Law is entitled to a director’s
fee of $20,000 per annum, payable semi-annually. Such fee is in
addition to any fees to which he may be entitled under guidelines and rules
established by us from time to time for compensating non-employee directors for
their services and attending meetings of the Board and its committees.
Unless terminated by either party upon 10 days written notice, the agreement
expires on the earlier of one year or Mr. Law’s removal or resignation from the
Board. Mr. Law’s agreement prevents him from competing with the
business of the Company or any of its subsidiaries or affiliates, directly or
indirectly, during the term of the agreement and for a period of 12 months
following its termination.
Additionally,
the Company entered into an indemnification agreement for directors with Mr. Law
dated January 8, 2010, pursuant to which, the Company agreed to indemnify Mr.
Law to the fullest extent permitted by Delaware law against expenses paid in
settlement, in connection with a proceeding by the Company or in pursuit of the
Company’s rights to procure a judgment in its favor, if Mr. Law acted in good
faith and in a matter he reasonably believed to be in the Company’s best
interests. The Company agreed to indemnify Mr. Law against expenses
actually and reasonably incurred by him in connection with a proceeding, other
than a proceeding by the Company in pursuit of its rights, if Mr. Law acted in
good faith and in a matter he reasonably believed to be in the Company’s best
interests, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Independent
Director Contract between the Company and Charles Law, dated January 8,
2010.
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2
SIGNATURES
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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CHINA
AGRITECH, INC.
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Date:
January 8, 2010
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/s/
Yu Chan
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Yu
Chang
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Chief
Executive Officer
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3
Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Independent
Director Contract between the Company and Charles Law, dated January 8,
2010.
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4