Attached files
| file | filename |
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| EX-99.1 - Shiner International, Inc. | v206801_ex99-1.htm |
| EX-10.11 - Shiner International, Inc. | v206801_ex10-11.htm |
| EX-10.13 - Shiner International, Inc. | v206801_ex10-13.htm |
| EX-10.12 - Shiner International, Inc. | v206801_ex10-12.htm |
| EX-10.14 - Shiner International, Inc. | v206801_ex10-14.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 28,
2010
Shiner International,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-33960
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98-0507398
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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19/F,
Didu Building, Pearl River Plaza, No. 2 North Longkun Road
Haikou,
Hainan Province, China 570125
(Address
of principal executive offices; zip code)
Registrant’s
telephone number, including area code:
86-898-68581104
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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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 28, 2010, Shiner International, Inc. (the “Company”) entered into one
or more Securities Purchase Agreements (as defined below) with a number of
accredited investors (each an “Investor” and, collectively, the “Investors”) in
connection with a private placement transaction providing for, among other
things, the issuance of up to 3,333,333 units (the “Units”), with each Unit
consisting of one share of the common stock, par value $0.001 per share (the
“Common Stock”), of the Company (the “Shares”) and a warrant to purchase twenty
percent (20%) of one (1) share of the Common Stock at an exercise price of $1.70
per share (the “Warrants”), at a purchase price of $1.20 per Unit (the “Offering
Price”) for an aggregate offering of a minimum of $3,000,000 and up to a maximum
of $4,000,000 (the “Offering”). At the closing of the Offering, the Company
issued approximately 2.6 million Units and received gross proceeds in the amount
of $3.13 million. As a result of the issuance of the Shares and,
assuming exercise of the Warrants and issuance of the shares issuable upon such
exercise (the “Warrant Shares”), Investors shall receive or be entitled to
receive an aggregate of 3,130,000 shares of Common Stock.
The
transaction documents memorializing the financing include a Securities Purchase
Agreement for Non-US Persons and a Regulation D Securities Purchase Agreement
(collectively, the “Securities Purchase Agreement”), the Warrants, a
Registration Rights Agreement and various ancillary certificates and exhibits in
support thereof. Roth Capital Partners LLC provided financial advisory services
to Shiner in conjunction with the financing and received compensation in the
aggregate amount of $75,000.
The
following is a brief summary of each of the Securities Purchase Agreement, the
Warrants and the Registration Rights Agreement. These summaries are not
complete, and are qualified in their entirety by reference to the full text of
the agreements or forms of the agreements, which are attached as exhibits to
this Current Report on Form 8-K. Readers should review those agreements or forms
of agreements for a more complete understanding of the terms and conditions
associated with this transaction. The only difference in the
Securities Purchase Agreement for Non-US Persons and the Regulation D Securities
Purchase Agreement is in the representations and warranties made by the
Investor.
SECURITIES
PURCHASE AGREEMENT
The
Securities Purchase Agreement provides for the purchase by the Investors and the
sale by the Company of Units, each Unit consisting of a Share and a Warrant to
purchase 20% of a Share of Common Stock. The Securities Purchase Agreement
contains representations and warranties of the Company and the Investors which
are typical for transactions of this type. The representations and warranties
made by the Company in the Securities Purchase Agreement may be qualified by
reference to certain exceptions contained in disclosure schedules delivered to
the Investors. Accordingly, the representations and warranties contained in the
Securities Purchase Agreement should not be relied upon by third parties who
have not reviewed those disclosure schedules, if any, and the documentation
surrounding the transaction as a whole. The Securities Purchase
Agreement contains covenants on the part of the Company which are typical for
transactions of this type.
WARRANTS
The
Warrants entitle the Investors to purchase up to an aggregate of 521,664 Shares
of Common Stock. The Warrants are exercisable in whole or in part upon issuance
and will remain exercisable for a twenty seven month period. The
exercise price of the Warrants is $1.70 per share of common stock, subject to
adjustment in certain circumstances as set forth in the form of
Warrant.
REGISTRATION
RIGHTS AGREEMENT
The
Registration Rights Agreement requires the Company to file a registration
statement on Form S-1 (the “Registration Statement”) for the resale of the
Shares and the Warrant Shares. The Registration Statement must be filed by
February 28, 2011 and be deemed effective by the Securities and Exchange
Commission (the “Commission”) on or before June 27, 2011. The
Registration Statement must remain effective and available for use until earlier
of the date all of the securities covered by the registration statement have
been sold or may be sold pursuant to Rule 144 free of volume
limitations.
If (i)
the Registration Statement is not filed on or before February 28, 2011, (ii) the
Company fails to file a request for acceleration in accordance with Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
(iii) the Registration Statement is not declared effective by June 27, 2011 as a
result of a failure of the Company to meet its obligations or, (iv) following
effectiveness, ceases to remain continuously effective or available to the
Investors for a defined period of time (collectively, the “Event”), the Company
is required to pay liquidated damages in an amount equal to 1.5% of the purchase
price of all registrable securities then held by the Investors and still subject
to Rule 144 volume limitations for each thirty (30) calendar day period until
the Event is cured, subject to a cap of 10%. The Registration Rights
Agreement provides for customary indemnification for the Company and the
Investor.
This
summary is not complete, and is qualified in its entirety by reference to the
full text of the agreement or form of the agreement, which is attached as an
exhibit to this Current Report on Form 8-K. Readers should review that agreement
or form of agreement for a more complete understanding of the terms and
conditions associated with this transaction.
The
Securities Purchase Agreement for Non-US Persons, the Securities Purchase
Agreement. the Registration Rights Agreement and a form of Warrant are attached
as Exhibits 10.11, 10.12, 10.13 and 10.14, respectively, to this Current Report
on Form 8-K. The above descriptions are qualified by reference to the complete
text of the documents and agreements described. However, those documents and
agreements, including without limitation the representations and warranties
contained in those documents, are not intended as documents for investors and
the public to obtain factual information about the current state of affairs of
the parties to those documents and agreements. Rather, investors and the public
should look to other disclosures contained in the Company’s reports under the
Securities Exchange Act of 1934, as amended.
Item
3.02 Unregistered Sales
of Equity Securities
On
December 28, 2010, the Company agreed to issue the Shares and Warrants described
in Item 1.01 of this Current Report on Form 8-K in exchange for aggregate gross
proceeds of $3.13 million on the closing of the transactions described in the
Securities Purchase Agreement. The Warrants are immediately exercisable, expire
on the twenty seven month anniversary of their issuance and entitle their
holders to purchase up to 521,664 shares of Common Stock at an initial exercise
price of $1.70 per share, subject to adjustment as described in Item 1.01. The
details of this transaction are described in Item 1.01, which is incorporated in
its entirety by this reference into this Item 3.02.
The
Shares and the Warrants were issued to accredited investors in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act, as
well as Regulation D and Regulation S promulgated by the Commission
thereunder.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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EXHIBIT
NO.
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DESCRIPTION OF EXHIBIT
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10.11
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Securities
Purchase Agreement for Non-US Persons, dated as of December 28, 2010,
between the Company and the Investors thereto
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10.12
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Securities
Purchase Agreement, dated as of December 28, 2010, between the Company and
the Investors thereto
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10.13
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Form
of Warrant of the Company
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10.14
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Registration
Rights Agreement, dated as of December 28, 2010, by and between the
Company and the Investors
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99.1
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Press
Release of Shiner International, Inc., dated December 29,
2010.
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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.
Dated: December
29, 2010
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SHINER
INTERNATIONAL, INC.
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By:
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/s/ Qingtao Xing
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Qingtao
Xing
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President
& Chief Executive
Officer
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EXHIBIT
INDEX
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EXHIBIT
NO.
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DESCRIPTION OF EXHIBIT
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10.11
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Securities
Purchase Agreement for Non-US Persons, dated as of December 28, 2010,
between the Company and the Investors thereto
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10.12
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Securities
Purchase Agreement, dated as of December 28, 2010, between the Company and
the Investors thereto
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10.13
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Form
of Warrant of the Company
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10.14
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Registration
Rights Agreement, dated as of December 28, 2010, by and between the
Company and the Investors
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99.1
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Press
Release of Shiner International, Inc., dated December 29,
2010
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