Attached files
| file | filename |
|---|---|
| EX-99.1 - Fushi Copperweld, Inc. | v199338_ex99-1.htm |
| EX-10.1 - Fushi Copperweld, Inc. | v199338_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): October 19,
2010
FUSHI
COPPERWELD, INC.
(Exact
name of Registrant as specified in charter)
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Nevada
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0-19276
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13-3140715
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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TYG
Center Tower B, Suite 2601
Dongsanhuan
Bei Lu, Bing 2
Beijing,
PRC 100027
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| (Address of principal executive offices) (Zip Code) |
Registrant's
telephone number, including area code: (011)-86-10-8447-8280
(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
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Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors, Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On October 19, 2010, Mr. Craig H. Studwell was appointed as Executive Vice President and
Chief Financial
Officer of Fushi
Copperweld, Inc. (the “Company”). Mr. Studwell succeeds Wenbing Christopher Wang as the
Company’s Chief Financial Officer, effective immediately. Mr. Wang will continue to serve as the Company’s
President and a member of the board of directors.
Mr. Studwell, 62, brings over 35 years
of experience in banking and corporate finance in the United States, Asia, and
Europe. He previously served as Senior Vice President and Chief
Financial Officer of Paramount Petroleum Company, an independent refiner and
marketer of asphalt, gasoline, diesel, military fuels and petroleum feed stocks,
where he oversaw Corporate Accounting, Treasury, and Corporate
Finance. Prior to that, he served as Senior Vice President, Finance
and Planning for Pacific Millennium Corporation, a multinational corporation
engaged in pulp and paper distribution, paper manufacturing, and investments
where he worked extensively in China, Hong Kong, and Asia, overseeing the firm’s
Treasury, Corporate Finance and
Accounting activities. Prior to that, Mr. Studwell held
senior level management positions with commercial banking institutions in Los
Angeles, New York, and Milan. Mr. Studwell holds a Bachelor of
Science Degree in Finance from New York University.
The Company and Mr. Studwell have executed an executive employment agreement (the “Employment Agreement”) effective
as of October 19, 2010 (the
“Effective Date”) setting forth certain terms of
his employment. The term of Mr. Studwell’s employment
shall be for three years unless terminated earlier pursuant to the terms of
the Employment Agreement. In accordance with the Employment
Agreement, Mr.
Studwell will receive a
base salary of $180,000 per year and will be entitled to participate
in an annual cash bonus plan as determined by the Compensation Committee of the
Board of Directors. Mr. Studwell will receive stock options to
purchase a total of 150,000 shares at a strike price equal to the closing price
of the Company’s common stock on the Effective Date, which option shall vest in
equal installments of 30,000 options on each anniversary of the Effective Date
for a period of five years. In addition, Mr. Studwell will receive an
award of 30,000 shares of restricted stock, which stock shall vest in equal
installments of 6,000 shares on each anniversary of the Effective Date for a
period of five years. Mr. Studwell is entitled to a severance payment upon
termination without Cause (as defined in the Employment Agreement) by the
Company or for Good Reason (as defined in the Employment Agreement) of
(i) any accrued and unpaid salary as of his date of termination within thirty
days of the date of termination, (ii) any accrued and unpaid bonus for any prior
fiscal year, and (iii) an amount equal to the sum of (a) 50% of his then current
annual base salary and (b) 50% of the average annual cash bonus payments paid by
the Company to the Executive during the preceding three (3) fiscal years of the
Company, and such sum shall be payable in six (6) substantially equal monthly
payments; provided that each payment is intended to constitute a separate
payment within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (“Code”). Mr. Studwell has also entered into Fushi’s Employee
Confidentiality & Unfair Competition Agreement, which governs his
obligations during and after the term of the Employment Agreement with respect
to confidentiality, non-competition, non-solicitation and non-interference and
patent and trademark assignment.
Mr. Studwell has no family relationships
with any of the executive officers or directors of the Company. There
have been no transactions in the past two years to which the Company or any of
its subsidiaries was or is to be a party, in which Mr. Studwell had, or will have, a direct
or indirect material interest.
Item 9.01. Financial Statements and
Exhibits.
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(c)
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Exhibits
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10.1
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Executive
Employment Agreement dated as of October 19, 2010 between the Company and
Craig H. Studwell
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99.1
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Press Release Exhibit dated October 19, 2010 |
SIGNATURES
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
thereunto duly authorized.
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FUSHI
COPPERWELD, INC.
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Date:
October 19, 2010
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By
:
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| Name: |
Wenbing
Christopher Wang
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| Title: |
President
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