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): February 3,
2010
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of Registrant as specified in charter)
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Nevada
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000-18606
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36-3526027
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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3rd Floor,
Borough A, Block A.
No.181
South Taibai Road
Xi’an,
Shaanxi Province
People’s
Republic of China 710065
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (011)-86-29-88266368
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
¨ Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 3, 2010, Mr.
Barry Raeburn resigned from his position as a director of our
company. Consequently, he also resigned from his positions as member
of our Audit Committee, member of our Nominating Committee and Chairman of our
Compensation Committee.
Mr. Raeburn’s resignation as a director
was not a result of any disagreement with us on matters relating to our
operations, policies or practices.
On February 7, 2010, our Board of
Directors appointed Mr. Robert B. Fields, as our new director. Mr.
Fields is expected to be named to our Audit Committee, Nominating Committee and
Compensation Committee.
Set forth below is Mr. Fields’
background:
Robert B. Fields, 72 years old, has
served as the Chairman of ActForex, Inc., a New York fully hosted management
service provider of proprietary software for currency trading with over 20,000
registered traders from 2001. Mr. Fields has served as an independent director,
member of Audit Committee and member of Compensation Committee of SkyPeople
Fruit Juice, Inc.(Amex: SPU) since April 25, 2008. In June 2000 Mr.
Fields was appointed to the Board of Statmon Technologies, Inc. (OTCBB: STCA)
and continues to serve on that board as well as to serve as Chairman of
Statmon’s Audit Committee. From June 2005 through May 31, 2006, Mr. Fields
served on the Board of Directors and as Chairman of the Audit Committee of
Genoil Inc. (OTCBB: GNOLF.OB). From 1999 to 2002, Mr. Fields was Executive
Advisor to Laidlaw Global Corp. (AMEX). From 1997 to 1998, Mr. Fields served as
Vice Chairman and, from 1997 to 1999, as a director of Laidlaw Ship Funding Ltd.
Mr. Fields is currently President of the Friars National Association Foundation,
Inc., a philanthropy of the arts based in New York, and since 1998 Mr. Fields
has held various officer positions with the organization. From 1995 to 1998 he
was a director of Hospital Staffing Services, Inc. (NYSE), and prior to that Mr.
Fields also served as President and CEO of L’Express Inc., a New Orleans based
interstate regional airline, EVP of American Finance Group in Boston, and as a
director and on the Audit Committee of Flight International Group of Newport
News, Virginia, a public company. Additionally, Robert Fields was managing
director of Equifund, L.P. Since 1979 he has served as the President of
Tradestar Ltd., his wholly owned consulting firm that specializes in asset
appreciation. Additionally, since 2006, Mr. Fields has served as the managing
member of Petrofields LLC, based in New York.
Mr. Fields’s compensation package
includes the following:
1) Annual compensation of $20,000;
and
2) Annual grant of non-qualified stock
options to purchase up to 10,000 shares of our common stock, on terms similar to
those offered to our other two independent directors on January 3,
2010.
In addition, Mr. Fields will also be
reimbursed for all of his out-of-pocket expenses in traveling to and attending
meetings of the Board of Directors and committees on which they
serve.
There is
no family relationship between Mr. Fields and any of our directors or
management.
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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Date: February
8, 2010
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CHINA
GREEN AGRICULTURE, INC.
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(Registrant)
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By:
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/s/ Tao Li
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Tao
Li
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President
and Chief Executive
Officer
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