Attached files
file | filename |
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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Sutor Technology Group LTD | v176583_ex10-1.htm |
EX-4.1 - FORM OF WARRANT - Sutor Technology Group LTD | v176583_ex4-1.htm |
EX-5.1 - OPINION OF HOLLAND & HART LLP - Sutor Technology Group LTD | v176583_ex5-1.htm |
EX-1.1 - PLACEMENT AGENCY AGREEMENT - Sutor Technology Group LTD | v176583_ex1-1.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 8, 2010
SUTOR
TECHNOLOGY GROUP LIMITED
(Exact
name of registrant as specified in its charter)
Nevada
|
000-51908
|
87-0578370
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
No 8
Huaye Road
Dongbang
Industrial Park
Changshu,
215534
People’s
Republic of China
(Address
of principal executive offices)
(+86) 512
52680988
(Registrant's
telephone number, including area code)
(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 ( 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))
|
On March
4, 2010, Sutor Technology Group Limited (the “Company”)
entered into a placement agency agreement (the “Agency
Agreement”) with Roth Capital Partners, LLC (the “Placement
Agent”), pursuant to which the Placement Agent agreed to use its
reasonable efforts to arrange for the sale of up to 2,740,000 shares of the
Company’s common stock and warrants to purchase up to 685,000 shares of the
Company’s common stock in a registered direct public offering (the “Offering”).
The Placement Agent will be entitled to a cash fee of 5.0% of the gross proceeds
paid to the Company for the securities the Company sells in this Offering. The
Company will also reimburse the Placement Agent for all reasonable and
documented out-of-pocket expenses that have been incurred by the Placement Agent
in connection with the Offering up to $50,000. The Agency Agreement contains
customary representations, warranties and covenants by the Company. It also
provides for customary indemnification by the Company and the Placement Agent
for losses or damages arising out of or in connection with the sale of the
securities being offered.
Also on
March 4, 2010, the Company and certain institutional investors entered into
subscription agreements (the “Subscription
Agreement”) in connection with the Offering, pursuant to which the
Company agreed to sell an aggregate of 2,740,000 shares of its common stock and
warrants to purchase a total of 685,000 shares of its common stock to such
investors for aggregate gross proceeds, before deducting fees to the Placement
Agent and other estimated offering expenses payable by the Company, of
approximately $7.4 million. The common stock and warrants were sold in units,
with each unit consisting of one share of common stock and a warrant to purchase
0.25 shares of common stock. The purchase price is $2.70 per unit. The warrants
are exercisable for five years at an exercise price of $3.76 per share. The
exercise price of the warrants is subject to the customary adjustment in the
case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions.
The
Offering was effected as a takedown off the Company’s shelf registration
statement on Form S-3 (File No. 333-161026), which became effective on December
14, 2009 pursuant to a prospectus supplement filed with the Securities and
Exchange Commission on March 5, 2010.
The
foregoing summaries of the terms of the Agency Agreement, the form of warrant to
be issued to the purchasers and the form of Subscription Agreement are subject
to, and qualified in their entirety by, such documents attached hereto as
Exhibits 1.1, 4.1, and 10.1 respectively, which are incorporated herein by
reference.
A copy of
the opinion of Holland & Hart LLP, relating to the legality of the shares
and warrants is filed as Exhibit 5.1 to this report and is filed with reference
to, and is hereby incorporated by reference into, the registration
statement.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
Number
|
Description
|
|
1.1
|
Placement
Agency Agreement, dated as of March 4, 2010, by and among the Company and
Roth Capital Partners, LLC.
|
|
4.1
|
Form
of Warrant
|
|
5.1
|
Opinion
of Holland & Hart LLP
|
|
10.1
|
Form
of Subscription Agreement, dated as of March 4, 2010, by and between the
Company and each of the purchasers identified on the signature pages
thereto
|
|
23.1
|
Consent
of Holland & Hart LLP (included as part of Exhibit
5.1)
|
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.
Date:
March 8, 2010
|
Sutor
Technology Group Limited
|
/s/ Lifang Chen
|
|
Chief
Executive Officer
|
EXHIBIT
INDEX
Number
|
Description
|
|
1.1
|
Placement
Agency Agreement, dated as of March 4, 2010, by and among the Company and
Roth Capital Partners, LLC.
|
|
4.1
|
Form
of Warrant
|
|
5.1
|
Opinion
of Holland & Hart LLP
|
|
10.1
|
Form
of Subscription Agreement, dated as of March 4, 2010, by and between the
Company and each of the purchasers identified on the signature pages
thereto
|
|
23.1
|
Consent
of Holland & Hart LLP (included as part of Exhibit
5.1)
|