Attached files
| file | filename |
|---|---|
| EX-4.3 - 6D Global Technologies, Inc | v190485_ex4-3.htm |
| EX-4.2 - 6D Global Technologies, Inc | v190485_ex4-2.htm |
| EX-14.1 - 6D Global Technologies, Inc | v190485_ex14-1.htm |
| EX-99.1 - 6D Global Technologies, Inc | v190485_ex99-1.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): July 8, 2010
CLEANTECH INNOVATIONS,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53511
|
98-0516425
|
||
|
(State
or other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
C
District, Maoshan Industry Park,
Tieling
Economic Development Zone,
Tieling,
Liaoning Province, China
|
112616
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (86)
0410-6129922
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 (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 Agreement
On July
12, 2010, CleanTech Innovations, Inc. (the “Company”) completed a closing of a
private placement offering (the “Offering”) of Units (as defined below) pursuant
to which the Company sold an aggregate of 3,333,333 Units at an offering price
of $3.00 per Unit for aggregate gross proceeds of $10,000,000. Each “Unit”
consists of one share of the Company’s common stock, par value $.00001 per share
(the “Common Stock”), and a three-year warrant to purchase 15% of one share of
Common Stock at an exercise price of $3.00 per share (the “Warrants”). The
Warrants are immediately exercisable, expire on the third anniversary of their
issuance, and entitle the purchasers of the Units, in the aggregate, to purchase
up to 500,000 shares of Common Stock at an exercise price of $3.00 per share.
The purchasers of the Units received registration rights pursuant to a
Registration Rights Agreement requiring the Company to file a registration
statement within 60 days of the closing of the Offering covering the shares of
Common Stock issued in the Offering and the shares issuable upon exercise of the
Warrants. The above descriptions are not complete and are qualified in their
entirety by reference to the complete text of the forms of the Warrants and
Registration Rights Agreement attached hereto as Exhibits 4.2 and 4.3,
respectively, to this Current Report on Form 8-K, which are incorporated herein
by reference.
Fees were
paid to participating selected dealers of (i) 10% of the securities placed
payable in cash, or an aggregate cash commission of $1,000,000, and (ii) a
number of warrants equal to 10% of the number of Units placed, or, in the
aggregate, warrants to purchase 333,333 shares of Common Stock under the same
terms as the Warrants issued in the Offering.
The
Company issued the shares pursuant to exemptions from registration under
Regulation D and Regulation S promulgated under the Securities Act of 1933, as
amended. The securities offered in the private placement have not been
registered under the Securities Act, or any state securities laws, and unless so
registered, may not be sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
The
Company anticipates that the net proceeds of the Offering will be used for
working capital purposes.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 3.02.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On
July 13, 2010, the Board of Directors of the Company voted to (i) increase the
size of the Board of Directors to five and (ii) appoint Messrs. Arnold Staloff,
Shuyuan Liu and Zili Zhao as members of the Board of Directors effective
immediately. The Board of Directors has determined that each of Messrs. Staloff,
Liu and Zhao are independent directors pursuant to the NASDAQ Stock Market
listed company standards and the independence standards set forth in the
Company’s corporate governance guidelines. The Board of Directors has determined
further that Mr. Staloff is an “audit committee financial expert,” as defined
under Item 407(d) of Regulation S-K. The Board of Directors has appointed
Messrs. Staloff, Liu and Zhao to serve as members of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee. The
Board of Directors has named Mr. Staloff the Chairman of the Audit Committee,
Mr. Zhao the Chairman of the Compensation Committee and Mr. Liu the Chairman of
the Nominating and Corporate Governance Committee.
There are
no arrangements, understandings or family relationships between the Company and
any other director or executive officer of the Company pursuant to which Messrs.
Staloff, Liu and Zhao were selected as directors, nor are there or have there
been any transactions between Messrs. Staloff, Liu and Zhao and the Company in
which they have or had a direct or indirect material interest that the Company
is required to report pursuant to the rules and regulations of the
Commission.
The
Company and Mr. Staloff have agreed that he will be compensated with a salary of
$55,000 per annum and be granted options, effective July 13, 2010, to
purchase an aggregate of 30,000 shares of the Company’s Common Stock, with
options to purchase 10,000 shares vesting immediately and the remainder to vest
in increments of 10,000 shares on each subsequent annual anniversary of the
grant date. The options may be exercised at the price of $8.44 per share, which
was the closing price of the Company’s Common Stock on the OTCBB on July 13,
2010. Messrs. Liu and Zhao shall be eligible to receive grants of options to
purchase the Company’s Common Stock in such amounts and on such terms as agreed
to in the future.
Biographies
Mr.
Arnold Staloff, Age 65
Mr.
Staloff started his professional career in 1968 at the U.S. Securities and
Exchange Commission. Mr. Staloff served as a director for Lehman Brothers
Derivative Products Inc. from 1994 until October 2008. Mr. Staloff serves
currently as the Chairman of the Audit Committee at both NASDAQ-listed SmartHeat
Inc., a plate heat exchange system manufacturer, since 2008, and NASDAQ-listed
Deer Consumer Products, Inc., a small home and kitchen electronic products
manufacturer, since 2009. From December 2005 to May 2007, Mr. Staloff served as
Chairman of the Board of SFB Market Systems, Inc., a New Jersey-based company
that provided technology solutions for the management and generation of options
series data. During 1989 and 1990, Mr. Staloff served as President and Chief
Executive Officer of The Comex (The Commodities Exchange.) From June 1990 to
March 2003, Mr. Staloff served as President and Chief Executive Officer of Bloom
Staloff Corporation, an equity and options market-making firm and foreign
currency options floor broker. From 2007 until his resignations in July 2010,
Mr. Staloff served as the Chairman of the Audit Committee at both NASDAQ-listed
Shiner International, Inc., a packaging and anti-counterfeit plastic film
company, and NASDAQ-listed AgFeed Industries, Inc., a feed and commercial hog
producer. Mr. Staloff has been credited with the founding of Options
on Foreign Currencies and the precursor to SPYDERS. For well over a
decade, Mr. Staloff has been a continuous subject of biographical record in
Who’s Who in America. Mr. Staloff brings to the Board of Directors a long and
successful business career, with extensive experience at both the management and
board levels. His skills include financial analysis and accounting
expertise.
Mr.
Shuyuan Liu, Age 60
Mr. Liu
is a former director at China Huaneng Power International, Inc., one of the five
largest power producers in China engaging in the development, construction and
operation of large power plants. Since 2000, Mr. Liu has served as the Chairman
of Liaoning Energy Investment (Group) Co., Ltd., a large Chinese
government-authorized investment company specializing in investments in the
energy sector. From 2004 to 2008, Mr. Liu served as the Chairman of Liaoning
Guoneng Group (Holding) Co., Ltd., a large government-authorized steel product
logistics company. Mr. Liu was named Outstanding Entrepreneur by the Central
Government of China in 2006 and was also awarded the Medal of Prominent
Entrepreneur. Mr. Liu is an accomplished economist and he is currently the
President of the Liaoning Entrepreneurs Association. Mr. Liu brings to the Board
of Directors extensive business and financial experience in the energy and steel
industries in China. His skills include logistics, industry analysis and
financial analysis.
Mr.
Zili Zhao, Age 60
Mr. Zhao
currently serves as the Deputy General Manager and Deputy Secretary of Liaoning
Electric Power Company Ltd., a subsidiary of China State Grid, the largest
electric power transmission and distribution company in China. From 1995 to
2000, Mr. Zhao served as the Director of Dalian Electric Power Bureau. Prior to
1995, Mr. Zhao devoted 20 years to academia. From 1991 to 1995, Mr. Zhao served
as the Headmaster of Dalian Electric Power Economic Management University. From
1985 to 1991, he served as the Headmaster of Dalian Electric Power University.
Prior to 1991, he held multiple positions within the Dalian Electric Power
University, including Deputy Party Secretary, Director of Committee
Organization, and Professor of Power Generation. Mr. Zhao received a bachelor’s
degree in Educations Principles from HuaZhong Normal University and a master’s
degree in Electric Power Generation from Dongbei Electric Power University. Mr.
Zhao brings to the Board of Directors his unique perspective and over 25 years
of extensive experience in the energy industry in China.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On July
8, 2010, the Board of Directors of the Company adopted a revised and amended
Code of Conduct (the “Code of Conduct”), superseding and replacing the prior
Code of Ethics adopted in 2008. The Code of Conduct addresses Company-wide
conduct including, among other things, honest and candid conduct, conflicts of
interest, disclosure, compliance with laws, corporate opportunities and use of
company assets, confidentiality, fair dealing, and reporting and accountability.
A copy of the Code of Conduct is filed as Exhibit 14.1 hereto and is
incorporated herein by reference.
The Code
of Conduct will be posted as soon as practicable at the Company’s website, www.ctiproduct.com.
Item
8.01 Other Events
On July
13, 2010, the Company issued a press release announcing the completion of a
closing of $10,000,000 equity financing. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
Exhibit No.
|
Description
|
|
4.2
|
Form
of Warrant
|
|
4.3
|
Form
of Registration Rights Agreement
|
| 14.1 |
Code
of Conduct
|
|
99.1
|
Press
Release, dated July 13, 2010, “CleanTech Innovations, Inc. Announces
Completion of $10 Million Equity
Financing”
|
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.
|
CLEANTECH
INNOVATIONS, INC.
|
|||||
|
(Registrant)
|
|||||
|
Date:
|
July
13, 2010
|
By:
|
/s/
Bei Lu
|
||
|
Name:
|
Bei
Lu
|
||||
|
Title:
|
Chief
Executive Officer
|
||||