Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE - VelaTel Global Communications, Inc. | chtl_8ka2-ex9903.htm |
| EX-99.1 - AMENDMENT TO AGREEMENT WITH EXCEL ERA LTD. - VelaTel Global Communications, Inc. | chtl_8ka2-ex9901.htm |
| EX-99.2 - AMENDMENT TO AGREEMENT WITH ISAAC GROUP - VelaTel Global Communications, Inc. | chtl_8ka2-ex9902.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 2
to
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
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))
|
Item
1.01 Entry
into Material Definitive Agreement.
On February 9, 2010, China Tel Group,
Inc., a Nevada corporation (“Company”) filed a Form 8-K in regards to the
Company entering into two (2) stock purchase agreements. The Company
amended the Form 8-K on February 16, 2010 to: (i) correct an inaccuracy that was
reported on such Form 8-K filed on February 9, 2010; and (ii) report that one of
the two stock purchase agreements has been amended (“Excel Amendment
1”). Other than the subsequent amendments as noted below, the
complete Form 8-K filed on February 9, 2010 and the Form 8-K amendment filed on
February 16, 2010 shall remain in full force and effect.
On March 5, 2010, the Company and Excel
Era Limited, a Hong Kong corporation (“Excel”) entered into a Second Amendment
to Stock Purchase Agreement (“Second Excel Amendment”), the effect of which is
to amend the terms of the Stock Purchase Agreement previously entered into
between the parties on February 9, 2010 (“Excel Agreement”) and the subsequent
amendment dated February 16, 2010 (“First Excel Amendment”). The
substantive terms of the Second Excel Amendment provide as follows:
The
number of shares of the Company’s Class A common stock to be purchased by Excel
is reduced from 159,599,803 (representing 36% of the total issued and
outstanding shares) to 106,399,869 (representing 24% of the total issued and
outstanding shares). The total purchase price is reduced from
$480,000,000 to $320,000,000, and the installment dates and amounts are amended
such that, in addition to $1,000,000 paid at closing on February 9, 2010,
$239,000,000 is due on or before March 31, 2010; and $80,000,000 is due on or
before December 31, 2010. The number of shares Excel is prohibited
from transferring and which are subject to return or cancellation upon failure
to make any installment when due is adjusted to maintain the same ratio as each
paid and unpaid installments bear to the total amended purchase
price.
A fully executed copy of the Second
Excel Amendment is attached hereto and incorporated by reference herein as
Exhibit 99.1 to this Form 8-K.
On February 9, 2010, the Company and
Isaac Organization, Inc., a Canadian corporation (“Isaac”), entered into a Stock
Purchase Agreement (“Isaac Agreement”). On March 5, 2010, the Company
and Isaac entered into an Amendment to Stock Purchase Agreement (“First Isaac
Amendment”), the effect of which is to amend the terms of the Isaac
Agreement. The substantive terms of the First Isaac Amendment provide
as follows:
The
number of shares of the Company’s Class A common stock to be purchased by Isaac
is increased from 53,199,934 (representing 12% of the total issued and
outstanding shares) to 106,399,869 (representing 24% of the total issued and
outstanding shares). The total purchase price is increased from
$160,000,000 to $320,000,000. The installment dates and amounts are
amended such that, in addition to $1,000,000 paid at closing on February 9,
2010, $10,000,000 is due at the execution of the First Isaac Amendment on March
5, 2010; $20,000,000 is due on or before March 31, 2010; $129,000,000 is due on
or before June 1, 2010; $80,000,000 is due on or before September 30, 2010; and
$80,000,000 is due on or before December 31, 2010. The number of shares Isaac is
prohibited from transferring and which are subject to return or cancellation
upon failure to make any installment when due is adjusted to maintain the same
ratio as each paid and unpaid installments bear to the total amended purchase
price.
2
A fully executed copy of the First
Isaac Amendment is attached hereto and incorporated by reference herein as
Exhibit 99.2 to this Form 8-K.
As of March 5, 2009, the Company has
received the payment of the $10,000,000 payment called for upon execution of the
First Isaac Amendment.
Finally, as of March 5, 2010, the
Company issued a press release announcing the signing of the Second Excel
Amendment and the First Isaac Amendment, and the receipt of the payment called
for upon execution of the First Isaac Amendment. A copy of the press
release is attached hereto and incorporated by reference herein as Exhibit 99.3
to this Form 8-K.
Item
9.01 Exhibits.
|
99.1
|
Second
Amendment to Stock Purchase Agreement between ChinaTel Group, Inc. and
Excel Era Limited
|
|
|
99.2
|
First
Amendment to Stock Purchase Agreement between China Tel Group, Inc. and
Isaac Organization, Inc.
|
|
|
99.3
|
Press
Release
|
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.
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|||
|
Date: March
5, 2010
|
By:
|
/s/ George Alvarez | |
| Name: George Alvarez | |||
| Title: Chief Executive Officer | |||
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