Attached files
file | filename |
---|---|
EX-3.1 - China Architectural Engineering, Inc. | v206298_ex3-1.htm |
EX-99.1 - China Architectural Engineering, Inc. | v206298_ex99-1.htm |
EX-99.2 - China Architectural Engineering, Inc. | v206298_ex99-2.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
17, 2010
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33709
|
51-05021250
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
Research
Building, No.801 Wuzhong Road,
Changzhou
Science and Education Industrial Park
Wujin
District,
Changzhou,
Jiangsu, People’s Republic of China
|
213164
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code:
|
+86-519-86339908
|
N/A
(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:
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))
|
Item
5.03 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 17, 2010, China Architectural Engineering, Inc., a Delaware corporation
(the “Company”), filed a
Certificate of Amendment to its Certificate of Incorporation with the Secretary
of State of Delaware effectuating a 1-for-4 reverse stock split (the “Reverse Stock Split”)
of its common stock effective as of 12:01 AM EST on December 21,
2010. The Certificate of Amendment also reduced the number of
authorized shares of common stock from 150 million to 100
million. Par value and other terms of the Company’s common stock were
not affected by the Reverse Stock Split. A copy of the Certificate of
Amendment is attached hereto as Exhibit 3.1.
The
Company's common stock will continue to trade on the NASDAQ Global Select Market
under the symbol "CAEI", with the letter "D" added to the end of the trading
symbol for a period of 20 business days to indicate the reverse stock split has
occurred. The Company's symbol will revert back to its original symbol "CAEI" on
or about January 20, 2011. The Company's common stock will also trade under a
new CUSIP number: 16937S 201.
Item
7
.01 Regulation
FD Disclosure.
On
December 17, 2010 and December 22, 2010, the Company issued a press release
announcing the expected effective date of the reverse stock split and the
completion of the reverse stock split, respectively. A copy of each of the press
releases is attached to this Current Report on Form 8-K as Exhibit 99.1 and
Exhibit 99.2 and the information therein is incorporated herein by
reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Description
of Exhibit
|
||
3.1
|
Certificate
of Amendment to the Company's Certification of Incorporation, dated and as
filed with the Secretary of State of Delaware on December 17,
2010.
|
|
99.1
|
Press
release dated December 17, 2010
|
|
99.2
|
Press
release dated December 22,
2010
|
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.
China Architectural Engineering, Inc. | |||
Date: December 22, 2010 |
By:
|
/s/ Andy Lu | |
Name: | Andy Lu | ||
Title: | Acting Chief Financial Officer | ||