Attached files
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| EX-1.1 - Puda Coal, Inc. | v205486_ex1-1.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): December
8, 2010
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
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Delaware
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65-1129912
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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426
Xuefu Street, Taiyuan, Shanxi Province,
The
People’s Republic of China
(Address
of principal executive offices, with zip code)
011
86 351 228 1302
(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):
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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
1.01 Entry into a Material Definitive Agreement.
On
December 8, 2010, Puda Coal, Inc. (the “Company”), entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Macquarie Capital (USA) Inc. and
Brean Murray, Carret & Co., LLC (collectively, the “Underwriters”), for sale
by the Company to the Underwriters (the “Offering”) of 7,850,000 shares (the
“Primary Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”). The Offering of the Primary Shares closed on December 13, 2010,
subject to customary closing conditions. The Primary Shares are being sold to
the public at a price of $12.00 per share. The Company has granted the
Underwriters a 30-day option to purchase an aggregate of 1,150,000 additional
shares of Common Stock (the “Overallotment Shares”). The net proceeds are
expected to be approximately $88,461,583 to the Company (excluding the proceeds
from the potential exercise of the Underwriters’ option to purchase the
Overallotment Shares) after deducting underwriting commissions and estimated
expenses payable by the Company associated with the Offering.
The Offering is being made
pursuant to a Prospectus Supplement dated December 8, 2010 and an accompanying
base prospectus dated October 29, 2010 pursuant to a Registration Statement on
Form S-3 (File No. 333-168891) initially filed by the Company with the
Securities and Exchange Commission (the “Commission”) on August 17, 2010, as
amended, in the form which it became effective on October 29, 2010, including
the information deemed to be included in it at the time of effectiveness
pursuant to Rule 430A of the Securities Act of 1933, as amended (the “Securities
Act”). A Registration Statement on Form S-3MEF (File No. 333-171039) was filed
by the Company with the Commission on December 8, 2010 to increase the size of
the offering, which became effective upon filing in accordance with Rule 462(b)
of the Securities Act.
The Underwriting Agreement
contains customary representations, warranties and agreements of the Company,
and customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act, other
obligations of the parties and termination
provisions.
2
The Underwriting Agreement
has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information
about the Company. The representations, warranties and covenants contained in
the Underwriting Agreement were made only for purposes of such agreement and as
of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting
parties.
A copy of the Underwriting
Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by
reference. The foregoing description of the Offering by the Company and the
documentation related thereto does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this
report.
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated December 8, 2010
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3
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.
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PUDA
COAL, INC.
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Date: December
14, 2010
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By:
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/s/ Qiong
Wu
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Qiong
Wu
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Chief
Financial Officer
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4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated December 8, 2010.
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5