Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE - VelaTel Global Communications, Inc. | chinatel_8k-ex9903.htm |
| EX-99.1 - STOCK PURCHASE AGREEMENT - VelaTel Global Communications, Inc. | chinatel_8k-ex9901.htm |
| EX-99.2 - STOCK PURCHASE AGREEMENT - VelaTel Global Communications, Inc. | chinatel_8k-ex9902.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 and Exchange Act of
1934
February 9,
2010
Date
of Report (date of Earliest Event Reported)
CHINA
TEL GROUP INC.
(Exact
Name of Registrant as Specified in its Charter)
|
NEVADA
|
98-0489800
|
|
|
(State
or Other Jurisdiction of Incorporation
or Organization)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification
No.)
|
8105
Irvine Center Drive, Suite 820, Irvine, CA 92618
(Address of
principal executive offices and zip code)
(949)
585-0222
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(Former
name or former address, if changed from 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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry into
Material Definitive Agreements
On
February 9, 2010, China Tel Group, Inc., a Nevada corporation (the “Company”)
and Excel Era Limited, a Hong Kong corporation (“Excel”) entered into a stock
purchase agreement (the “Excel Agreement”). A fully executed copy of
the Excel Agreement is attached as Exhibit 99.1 to this Form
8-K. The Excel Agreement provides for Excel to acquire 159,599,803
shares the Series A common stock of the Company (representing 36% of the total
shares outstanding) in exchange for the payment of US$480 million to the
Company. The purchase price is payable in four
installments. The first installment of US$1 million was paid at
closing on February 9, 2010. The second installment of US$29 million
is due on or before February 15, 2010. The third installment of
US$210 million is due on or before March 1, 2010. The fourth
installment of US$240 million is due on or before June 1, 2010. Under
the Excel Agreement, Excel has the right to appoint one new member to ChinaTel’s
Board of Directors. The Excel Agreement prohibits Excel from
transferring a variable portion of the total shares issued to Excel at closing
until Excel has paid the corresponding portion of the total purchase, and
provides for return or cancellation of such variable portion of the total shares
in the event Excel fails to pay the equivalent portion of the total purchase
price.
Excel Era
Limited provides creative financial solutions and funding for private projects,
humanitarian projects and individual clients in niche investment banking and
financial service environments. With over $200 billion under
management, its range of services includes (a) asset management, and (b) project
financing. Excel provides multi-dimensional financing solutions by
viewing the total picture of the client’s goals, assessing not only financial
requirements, but the aggregate of needs in relation to opportunities, helping
each client determine what can be done to enhance the utilization of their
assets. The range of services described above is not offered to the
public, but only upon specific request by qualified and sophisticated
investors.
On
February 9, 2010, the Company and Isaac Organization, Inc., a Canadian
corporation, entered into a stock purchase agreement (the “Isaac
Agreement”). A fully executed copy of the Isaac Agreement is attached
as Exhibit 99.2 to this Form 8-K. The Isaac Agreement provides
for Isaac to acquire 53,199,934 newly issued shares of the Series A common stock
of the Company (representing 12% of the total shares outstanding) in exchange
for the payment of US$160 million to the Company. The purchase price
is payable in three installments. The first installment of US$1
million was paid at closing on February 9, 2010. The second,
installment of US$10 million is due on or before March 31, 2010. The
third installment of US$159 million is due on or before June 1,
2010. The Isaac Agreement prohibits Isaac from transferring a
variable portion of the total shares issued to Isaac at closing until Isaac has
paid the corresponding portion of the total purchase price, and provides for
return or cancellation of such variable portion of the total shares in the event
Isaac fails to pay the equivalent portion of the total purchase
price.
Isaac
Organization is a leading global private investment firm with approximately $5
billion worth of projects under management across a family of funds. Isaac
invests in companies across a broad range of geographies, including the United
States, Canada, China, Taiwan, and South Korea. Guided by a thorough
approach to due diligence execution, research and market analysis, Isaac
Organization has found one financial truth to be inviolate: growth and real
wealth happens over time and scrupulous due diligence. Isaac’s
various funds invest in commercial real estate buildings leased by several
agencies of the United States federal government, as well as by hospitals and
medical clinics, and other industries including technology, telecommunications
and entertainment companies. Isaac is also involved in urban
development projects in Asia. In recent months the company has closed
transactions valued at approximately $346 million.
2
On
February 9, 2010, the Company issued a press release announcing the signing and
partial funding of the Excel Agreement and the Isaac Agreement described
above. A copy of the press release is attached as Exhibit
99.3.
Item 9.01 Exhibits.
|
99.1
|
Stock
Purchase Agreement between ChinaTel Group, Inc. and Excel Era
Limited
|
|
99.2
|
Stock
Purchase Agreement between ChinaTel Group, Inc. and Isaac Organization,
Inc.
|
|
99.3
|
Press
Release
|
3
Signature
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| CHINA TEL GROUP, INC. | |||
|
Date: January
9, 2010
|
By:
|
/s/ Kenneth L. Waggoner | |
| Name: Kenneth L. Waggoner | |||
| Title: Vice President and General Counsel | |||
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