Attached files
| file | filename |
|---|---|
| EX-5.1 - TELESTONE TECHNOLOGIES CORP | v204029_ex5-1.htm |
| EX-1.1 - TELESTONE TECHNOLOGIES CORP | v204029_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
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 29, 2010 (November 24,
2010)
TELESTONE
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32503
|
84-1111224
|
||
|
(State
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification)
|
(Address
of principal executive offices)
Floor 10,
China Ruida Plaza
No. 74
Lugu Road
Shi
Jingshan District
Beijing,
People’s Republic of China 100040
Registrant’s
telephone number, including area code (86)-10-8367-0505
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))
Explanatory
Note
This
Amendment No. 1 to our Current Report on Form 8-K is being filed to correct
certain typographical errors in the Underwriting Agreement filed as Exhibit 1.1
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 24, 2010. In addition, the opinion as to the
legality of the shares of common stock that were registered on Registration
Statement No. 333-165112, as amended and supplemented, is filed as Exhibit 5.1
to this Amendment No. 1 to our Current Report on Form 8-K.
Item
1.01. Entry into a Material Definitive Agreement.
On
November 24, 2010, Telestone Technologies Corporation (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital
Partners, LLC and JMP Securities LLC (together, the “Underwriters”), related to
a public offering of 1,675,000 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a price of $12.00 per share less a 6%
underwriting commission. Under the terms of the Underwriting Agreement, the
Company has granted the Underwriters an option, exercisable for 30 days, to
purchase up to an additional 251,250 shares of Common Stock to cover
over-allotments, if any. The offering is being made pursuant to the Company’s
effective registration statements on Form S-3, as amended and supplemented
(Registration Statement No. 333-165112) filed with the Securities and Exchange
Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Amendment
No. 1 to our Current Report on Form 8-K in order to correct certain
typographical errors in the previously filed version filed as Exhibit 1.1 to our
Current Report on Form 8-K filed on November 24, 2010. The
description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to Exhibit 1.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit No.
|
|
Description
|
| 1.1 | Underwriting Agreement, dated November 24, 2010 | |
|
5.1
|
Opinion
of Cadwalader, Wickersham & Taft LLP as to the legality of the shares
of common stock that were registered on Registration Statement No.
333-165112, as amended and supplemented.
|
|
| 23.1 | Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit 5.1) |
-2-
SIGNATURE
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.
|
TELESTONE
TECHNOLOGIES
CORPORATION
|
|||
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Dated:
November 29, 2010
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By:
|
/s/ Han
Daqing
|
|
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Name:
|
Han
Daqing
|
||
|
Title:
|
Chief
Executive Officer
|
||
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Exhibit
Index
|
Exhibit No.
|
|
Description
|
| 1.1 | Underwriting Agreement, dated November 24, 2010 | |
|
5.1
|
Opinion
of Cadwalader, Wickersham & Taft LLP as to the legality of the shares
of common stock that were registered on Registration Statement No.
333-165112, as amended and supplemented.
|
|
| 23.1 | Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit 5.1) |
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