Attached files
| file | filename |
|---|---|
| EX-10.4 - Shengkai Innovations, Inc. | v203928_ex10-4.htm |
| EX-10.5 - Shengkai Innovations, Inc. | v203928_ex10-5.htm |
| EX-10.1 - Shengkai Innovations, Inc. | v203928_ex10-1.htm |
| EX-99.1 - Shengkai Innovations, Inc. | v203928_ex99-1.htm |
| EX-10.2 - Shengkai Innovations, Inc. | v203928_ex10-2.htm |
| EX-10.3 - Shengkai Innovations, Inc. | v203928_ex10-3.htm |
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 24, 2010
SHENGKAI INNOVATIONS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
|
000-51972
|
11-3737500
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
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):
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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.
|
In connection with 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 pursuant to an underwriting agreement dated November 19, 2010 (the
“Underwriting Agreement”) with Maxim Group LLC and Global Hunter Securities, LLC
(the “Underwriters”), the Company entered into an Intellectual Property
Development Protection Service Agreement with Iron Mountain Intellectual
Property Management, Inc. (“Iron Mountain”) to provide for the deposit in escrow
of certain written documentation containing the confidential technical know-how
of the Company’s products (the “Recipe”) with Iron Mountain.
Additionally,
on November 24, 2010 the Company executed a Trade Secret Identification and
Confirmatory Assignment with Mr. Chen Wang, the Company’s Chief Executive
Officer, whereby the latter confirmed, inter alia, that the Recipe
was a trade secret of the Company and agreed to assign to the Company all right,
title and interest in and to the Recipe to the Company.
Pursuant
to the Trade Secret Identification and Confirmatory Assignment, Mr. Wang Chen
and Ms. Wei Guo, each executed a Confidentiality and Rights Agreement in favor
of the Company and Ms. Chuanye Guo executed a Non-Disclosure Letter Agreement in
favor of the Company also on November 24, 2010.
The
foregoing summary of the Intellectual Property Development Protection Service
Agreement, Trade Secret Identification and Confirmatory Assignment,
Confidentiality and Rights Agreement and Non-Disclosure Letter
Agreement, is qualified in its entirety by reference to the said
documents , which are filed as exhibits hereto and incorporated herein by
reference.
|
Item
8.01.
|
Other
Events.
|
On
November 24, 2010, the Company issued a press release announcing that it had
closed 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 |
|
10.1
|
Intellectual
Property Development Protection Service Agreement with Iron Mountain
Intellectual Property Management, Inc. dated as of November 24,
2010
|
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10.2
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Trade
Secret Identification and Confirmatory Assignment between the Company and
Mr. Chen Wang dated as of November 24, 2010
|
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10.3
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Confidentiality
and Rights Agreement between the Company and Mr. Chen Wang dated as of
November 24, 2010
|
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10.4
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Confidentiality
and Rights Agreement between the Company and Ms. Wei Guo dated as of
November 24, 2010
|
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10.5
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Non-Disclosure
Letter Agreement between the Company and Ms. Chuanye Guo dated as of
November 24, 2010
|
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99.1
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Press
Release dated as of November 24,
2010
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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
24, 2010
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SHENGKAI
INNOVATIONS, INC.
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By:
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/s/
Wang Chen
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Wang
Chen
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Chief
Executive Officer
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