Attached files
| file | filename |
|---|---|
| EX-5.1 - Shengkai Innovations, Inc. | v203351_ex5-1.htm |
| EX-99.1 - Shengkai Innovations, Inc. | v203351_ex99-1.htm |
| EX-10.1 - Shengkai Innovations, Inc. | v203351_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November 19, 2010
SHENGKAI INNOVATIONS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
(State
or Other Jurisdiction
of
Incorporation)
|
000-51972
(Commission
File Number)
|
11-3737500
(IRS
Employer
Identification
No.)
|
|
No.
27, Wang Gang Road,
Jin
Nan (Shuang Gang) Economic and
Technology
Development Area
Tianjin,
People’s Republic of China 300350
|
|
(Address
of Principal Executive Offices)
|
Registrant's
telephone number, including area code: (86) 22-2858-8899
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))
|
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Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
November 19, 2010, Shengkai Innovations, Inc., a Florida corporation (the
“Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with Maxim Group LLC and Global Hunter Securities, LLC (the
“Underwriters”) relating to the issuance and sale in a public offering of
2,456,800 shares of the Company’s common stock, par value $0.001 per share, at a
price of $5.115 per share (net of discounts and commissions), which is 93% of
the per share public offering price of $5.50 per share. The Company estimates
that offering proceeds to the Company after deducting underwriting discounts and
commissions and other estimated offering expenses payable by the Company to be
approximately $12 million. The transaction is expected to close on
November 24, 2010, subject to the satisfaction of customary closing
conditions.
The
offering is being made pursuant to a prospectus supplement and accompanying
prospectus in connection with a takedown from the Company’s shelf registration
statement on Form S-3/A (Registration Statement
No. 333-167276).
The
foregoing summary of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, which is filed
as an exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
legal opinion and consent of Sichenzia Ross Friedman Ference LLP are filed as
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K and are incorporated
herein by reference.
|
Item
8.01.
|
Other
Events.
|
On
November 19, 2010, the Company issued a press release announcing that it had
priced the public offering described in Item 1.01 of this report. The Company’s
press release is filed as Exhibit 99.1 to this report and is incorporated by
reference herein.
The
information in Item 8.01 of this report, including Exhibit 99.1, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or
incorporated subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
shall not be incorporated by reference in any registration statement or other
document filed under the Securities Act or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings, except as shall be expressly set forth by specific reference in
such a filing.
|
Item
9.01.
|
Financial
Statements and Exhibits
|
(d) Exhibits.
| Exhibit. No. |
Description
|
|
5.1
|
Opinion
of Sichenzia Ross Friedman Ference LLP
|
|
10.1
|
Underwriting
Agreement dated as of November 19, 2010 by and between the Registrant and
Maxim Group LLC and Global Hunter Securities, LLC
|
|
23.1
|
Consent
of Sichenzia Ross Friedman Ference LLP (included as part of Exhibit
5.1)
|
|
99.1
|
Press
Release dated as of November 19,
2010
|
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: November
19, 2010
|
||
|
SHENGKAI
INNOVATIONS, INC.
|
||
|
By:
|
/s/
Wang Chen
|
|
|
Wang
Chen
|
||
|
Chief
Executive Officer
|
||