Attached files
| file | filename |
|---|---|
| EX-10.1 - Harbin Electric, Inc | v195438_ex10-1.htm |
| EX-10.2 - Harbin Electric, Inc | v195438_ex10-2.htm |
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 1934
Date of
Report (Date of earliest event reported): August 25, 2010
Harbin Electric,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
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000-51006
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98-0403396
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No.
9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin
Kai Fa Qu, Harbin, China
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150060
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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86-451-86116757
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(Former name or former address, if changed since last
report)
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||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
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 a Material Definitive
Agreement.
On August
25, 2010, Advance Automation Group, LLC, a Delaware limited liability company
(“AAG”) and an indirect wholly owned subsidiary of Harbin Electric, Inc. (the
“Company”), the Company, Shelton Technology, LLC, a Michigan limited liability
company (“Shelton”) and Ms. Julie Chen, entered into an Option Exercise
Agreement (“Option Agreement”) dated as of August 25, 2010 and effective as of
July 1, 2010, pursuant to which the Company exercised the right, previously
granted to the Company under a letter agreement dated April 9, 2007 between the
Company and Shelton, as amended on December 11, 2008, April 21, 2009 and
December 7, 2009, to require Shelton to contribute all right, title and interest
in and to its proprietary technologies, product designs, electric assembly
manufacturing techniques and U.S. customer accounts (“Intellectual Properties”)
to AAG in consideration for a limited liability company interest in AAG
entitling Shelton to a 49% share of AAG’s profits, losses, and distributions of
its assets, in accordance with AAG’s limited liability company
agreement.
In
connection with the Option Agreement, on August 25, 2010, Advanced Electric
Motors, Inc., a Delaware corporation (“AEM”) and a wholly owned subsidiary of
the Company, entered into an Amended and Restated Limited Liability Company
Agreement (“LLC Agreement”) dated as of August 25, 2010 and effective as of July
1, 2010, with Shelton whereby (i) Shelton agreed to contribute all right, title
and interest in and to its Intellectual Properties to AAG in consideration for a
membership interest in AAG entitling Shelton to receive 49% of any profits
earned by AAG through the terms of the LLC Agreement; and (ii) AEM agreed to
contribute all of AAG’s assets (subject to all of the liabilities of AAG) with
fair market value of $3 million in consideration for a membership interest in
AAG entitling AEM to receive 51% of any profits earned by AAG through the terms
of the LLC Agreement. The Intellectual Properties have been valued at $2,882,353
and the Company, through AEM, has previously contributed a total of $2 million
to AAG with the remaining $1 million to be paid by AEM to AAG prior to December
31, 2011.
A copy of
the Option Agreement and a copy of the LLC Agreement are filed herewith as
Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Option
Exercise Agreement dated as of August 25, 2010 and effective as of July 1,
2010, by and between the Company, Advance Automation Group, LLC, Shelton
Technology, LLC and Ms. Julie Chen.
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10.2
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Amended
and Restated Limited Liability Company Agreement dated as of August 25,
2010 and effective as of July 1, 2010, by and between Advanced Electric
Motors, Inc. and Shelton Technology,
LLC.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HARBIN
ELECTRIC, INC.
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By:
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/s/ Tianfu Yang | |
| Name: | Tianfu Yang | ||
| Title: | Chairman and Chief Executive Officer | ||
Dated:
August 27, 2010
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Option
Exercise Agreement dated as of August 25, 2010 and effective as of July 1,
2010, by and between the Company, Advance Automation Group, LLC, Shelton
Technology, LLC and Ms. Julie Chen.
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10.2
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Amended
and Restated Limited Liability Company Agreement dated as of August 25,
2010 and effective as of July 1, 2010, by and between Advanced Electric
Motors, Inc. and Shelton Technology,
LLC.
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