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): November 29, 2010
NEVADA
GOLD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-52636
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20-3724068
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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800
E. Colorado Blvd., Suite 888
Pasadena,
CA 91101
(Address
of principal executive offices, including zip code)
(925)
938-0406
(Registrant's
telephone number, including area code)
Not
applicable
(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 (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-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
As previously reported, on October 29, 2010, the Company entered
into a Subscription Agreement (the “Subscription Agreement”) with Far East
Golden Resources Investment Limited, a Hong Kong limited liability company
(“FEGRI”), pursuant to which FEGRI acquired 30,000,000 units of securities of
the Company (the “PPO Units”) at a purchase price of $0.10 per PPO
Unit. Each PPO Unit consists of (i) one share of common stock, par
value $0.001 per share, of the Company and (ii) a warrant representing the right
to purchase one share of the Company’s common stock, exercisable for a period of
five years at an initial exercise price of $0.10 per share. FEGRI is
a wholly owned subsidiary of Hybrid Kinetic Group Limited, an exempt company
incorporated in Bermuda with limited liability, engaged in the
environmental automotive business.
Among other things, the Subscription Agreement granted FEGRI the right to appoint a majority of the members of the Company’s Board of Directors. FEGRI nominated Yung Yeung, Chunhua Huang, Wei Wang and
Vincent Wang.
On November 29, 2010, more than
ten days after an Information Statement on Schedule 14F-1 was filed with the Securities and Exchange
Commission and mailed to all the holders of record of our common stock, in
compliance with the requirements of Section 14(f) of the Securities Exchange Act
of 1934, as amended, and Rule 14f-1 promulgated thereunder, the
Company’s existing Board of Directors increased the size of the Board from three
to seven members and elected Yung Yeung, Chunhua Huang, Wei Wang and
Vincent Wang as new
directors to fill the vacancies created thereby, each to serve until the next annual meeting
of shareholders or until his respective successor is duly elected and qualified
or his earlier death, resignation or removal. Yung Yeung was also elected Cahirman of the
Board.
The
following table sets forth certain information regarding the new
directors:
Name
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Age
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Position(s)
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||
Yung
Yeung
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53
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Chairman
of the Board
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||
Chunhua
Huang
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46
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Director
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||
Wei
Wang
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43
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Director
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||
Vincent
Wang
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37
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Secretary
and Director
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The
principal occupation and business experience during the past five years for the
new directors are as follows:
Yung Yeung, Chairman of the Board, has
been Chairman of the Board of Hybrid Kinetic Group Limited since
1998. Dr. Yeung is a well-known, highly successful automotive
industrialist and pioneering international financier. He serves as a
director of the John Hopkins University Center – Nanjing University Centre for
Chinese and American Studies. Dr. Yeung was the chairman, chief
executive officer and president of Brilliance China Automotive Holdings Limited
from 1992 to 2002 and also the chairman and president of Shenyang Jinbei
Passenger Vehicle Manufacture Co., Ltd. from 1992 to 2002. Dr. Yeung
holds a Ph.D. Degree in Economics from China’s Southwest University of Finance
& Economics.
2
Chunhua Huang, Director, is Vice Chairman of
the Board of Hybrid Kinetic Group Limited, since August 2010. Dr.
Huang started his investment banking career as a China equity analyst at James
Capel (Asia) (now HSBC Securities) from 1994 to 1996. He was a senior
member of the top-ranked China research team of Credit Lyonnais Securities Asia
(CLSA) between 1996 and 2000. Dr. Huang joined Brilliance China
Automotive Holdings Limited to serve as Chief Financial Officer of Far Eastern
Golden Resources between August 2000 and May 2004 and as Deputy Chairman between
November 2002 and August 2007. From May 2007 to April 2009, Dr. Huang
returned to the brokerage industry to join BNP Paribas as Director of China
Equity Research and a China Equity Strategist. He holds a Bachelor of
Economics Degree from Wuhan University in China, and an MBA and PhD in Marketing
from the University of Strathclyde in Scotland.
Wei Wang, Director, has been Vice
President for Marketing, Sales, and Services of Hybrid Kinetic Motors Corp.
since 2009. Prior to joining Hybrid Kinetic Motors, he served as
Chief Representative in SeverStal Overseas Ltd.’s Beijing Representative Office
from 2005 to 2008 and as General Manager for Strategic Raw Materials Development
in SeverStal North America, Inc. from 2005 to 2009. He holds an MBA
from the University of Michigan and a doctorate and masters in Materials Science
and Engineering from Ohio State University.
Vincent Wang, Secretary and Director, was
appointed as our Secretary in November 2010. Mr. Wang has been Vice
President of Hybrid Kinetic Motors Corp. since 2009 and also serves as a
director of American Compass, Inc, a wholly-owned subsidiary of Hybrid Kinetic
Group Limited, since 2009. Mr Wang has extensive experience in
educational and linguistic fields. He holds a masters degree in
linguistics from National Taiwan Normal University.
As of
November 29, 2010, Yung Yeung is the Chairman of the Board and David Rector,
John N. Braca, David C. Mathewson, Chunhua Huang, Wei Wang and Vincent Wang are
members of the Company’s Board of Directors.
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SIGNATURES
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.
Nevada
Gold Holdings, Inc.
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Date:
December 3, 2010
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By:
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/s/
David Rector
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Name:
David Rector
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Title:
Chief Executive Officer and
President
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