Attached files
| file | filename |
|---|---|
| EX-10.1 - Fushi Copperweld, Inc. | v176318_ex10-1.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): March 4, 2010 (February 26,
2010)
FUSHI
COPPERWELD, INC.
(Exact
name of Registrant as specified in charter)
|
Nevada
|
0-19276
|
13-3140715
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1 Shuang Qiang Road, Jinzhou, Dalian, People’s Republic of
China
|
116100
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(011)-86-411-8770-3333
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
|
|
o
|
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
|
Notes
Purchase Agreement
On February 26, 2010, Fushi Copperweld,
Inc. (the “Company”), entered
into a Notes Purchase Agreement (the “Agreement”) with the
holders (the “Holders”) of the
Company’s originally issued Guaranteed Senior Secured Floating Rate Notes Due
2012, in the aggregate original principal amount of $40,000,000 (the “Notes”), whereby the
Company would repurchase the Notes from each holder for a purchase price in cash
equal to 102% of the outstanding principal amount plus the accrued and unpaid
interest on the Notes (the “Purchase Price”). The
aggregate Purchase Price for all of the Notes was $30,765,644.00.
The applicable Purchase Price was paid
to each Holder on February 26, 2010 and the Notes have been delivered to the
Company and are in the process of being cancelled pursuant to the provisions
of the Indenture, dated as of January 25, 2007 (the “Indenture”), among
the Company and The Bank of New York Mellon (formerly known as The Bank of New
York), as trustee (the “Trustee”) pursuant to
which the Notes were issued. Each Holder has acknowledged that upon
payment in full of the Purchase Price such Holder shall have no further interest
in the Notes or the Indenture and that the obligations of the Company shall have
been paid in full. Each Holder has also acknowledged that by
executing the Agreement that the performance by the Company under the Agreement
shall not be deemed a breach, default or event of default under the Indenture or
any related agreement, instrument of document. Upon the repurchase,
delivery and cancellation of the Notes the Company shall request the
satisfaction and discharge of the Indenture by the Trustee.
The Agreement provides for customary
representations and warranties by the Company, including, but not limited to,
corporate power and authority to enter into the Agreement, due execution of the
Agreement, enforceability against the Company and no regulatory approvals being
required. Each Holder has made similar representations and
warranties, including, but not limited to representing that such holder has the
sole beneficial interest in the Notes to be sold, free and clear of any liens,
security interests, claims or encumbrances, that such Holder does not
own any other Notes other than those set forth in the Agreement and that such
Holder has sufficient knowledge and experience in finance, securities and
investment to protect its interests in connection with the transaction
contemplated by the Agreement.
A copy of the Agreement is attached
hereto as Exhibit 10.1. The description of the Agreement contained in this
Current Report on Form 8-K is qualified in its entirety by reference to Exhibit
10.1.
|
Item 9.01
|
Financial
Statements and Exhibits
|
| (d) Exhibits | |
|
Exhibit
No.
|
Description
|
|
10.1
|
Notes
Purchase Agreement dated as of February 26, 2010
|
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.
| FUSHI COPPERWELD, INC. | ||
|
Date:
March 4, 2010
|
||
| By: | /s/ Chris Wang | |
|
Name:
Chris Wang
|
||
|
Title:
President and Acting Chief Financial
Officer
|
||