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| EX-99.1 - PRESS RELEASE - HARTCOURT COMPANIES INC | hartcourt_ex9901.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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Form
8-K
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CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
January
14, 2010
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The
Hartcourt Companies, Inc.
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(Exact
name of Registrant as specified in its charter)
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Utah
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001-12671
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87-0400541
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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Room
503, Jinqiao Building, No. 2077
West
Yan’an Road, Shanghai, China 200336
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(Address
of principal executive offices and zip code)
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Registrant’s
telephone number, including area code: (86) 21 5208
0268
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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:
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¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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ý Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨ 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))
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IMPORTANT
NOTICES
The
Hartcourt Companies, Inc., a Utah corporation (“Hartcourt”), and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies for the special meeting of Hartcourt stockholders to be held to approve
the proposed share exchange and reincorporation discussed in Item 8.01
below.
On
November 12, 2009, Hartcourt filed with the Securities and Exchange Commission
(the “SEC”) a preliminary proxy statement prepared in connection with the
proposed share exchange with Sino-Canada Investment Group, Inc. ("Sino-Canada"),
pursuant to which Hartcourt would acquire all of the outstanding shares of
Sino-Camada in exchange for shares of Hartcourt common stock, and intends to
file a definitive proxy statement. The proxy statement contains important
information about the proposed share exchange and related matters. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and
stockholders may obtain free copies of the proxy statement and other documents
filed with the SEC by Hartcourt through the web site maintained by the SEC at
www.sec.gov. In addition, stockholders may obtain free copies of the documents
filed with the SEC by Hartcourt by directing request to: The Hartcourt
Companies, Inc., Room 503, Jinqiao Building, No. 2077, West Yan’an Road,
Shanghai, China 200336, Attention: Jin Zhang, Vice President.
In
connection with the special meeting of Hartcourt stockholders to approve certain
matters related to the proposed share exchange, Hartcourt will mail copies of
the definitive proxy statement to Hartcourt stockholders who are entitled to
attend and vote at the special meeting. Hartcourt and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Hartcourt in connection with the proposed share
exchange. Information regarding the interests of these directors and executive
officers in the proposed share exchange is included in the proxy statement
described above.
This Current Report on Form 8-K,
including the exhibits contained herein, contains forward-looking statements
that involve substantial risks and uncertainties, including statements regarding
the closing of the share exchange with the shareholders of Sino-Canada
Investment Group Inc., a company existing under the Company Law of the People’s
Republic of China (“Sino-Canada”) by Hartcourt and certain related matters. The
words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “will,” “would” and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. The parties may not actually achieve the plans,
intentions or expectations disclosed in the forward-looking statements, and
investors should not place undue reliance on the forward-looking statements.
Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements made by the parties.
Important factors that could cause actual results or events to differ materially
from the forward-looking statements, include among others: (i) the number and
percentage of Hartcourt stockholders voting against the share exchange and
related proposals; (ii) the ability of Hartcourt and Sino-Canada to satisfy the
conditions to closing of the proposed share exchange, including the delivery by
Sino-Canada of audited financial statements for inclusion in the Hartcourt proxy
statement; (iii) legislation or regulatory environments, requirements or changes
adversely affecting the business in which Sino-Canada is engaged; and (iv)
continued compliance with government regulations. Further, the forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures, collaborations or investments made by the
combined company. Neither Hartcourt nor Sino-Canada assumes any obligation to
update any forward-looking statements.
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 is a press release issued by Hartcourt. The information in
Exhibit 99.1 is not “filed” pursuant to the Securities Exchange Act of 1934, as
amended, and is not incorporated by reference into any Securities Act
registration statements. Additionally, the submission of this report on Form 8-K
is not an admission as to the materiality of any information in this report that
is required to be disclosed solely by Regulation FD.
Item
9.01 Financial Statements and Exhibits
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Exhibit
Number
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Description
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99.1
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Press
release dated January 12, 2010
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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.
Dated:
January 14, 2010
THE
HARTCOURT COMPANIES, INC.
By: /s/ Victor Zhou
Name: Victor
Zhou
Title:
Chief Executive Officer
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release dated January 12, 2010
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