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): January 14, 2011
CHINA EDUCATION ALLIANCE, INC.
(Exact name of registrant as specified
in its charter)
| North Carolina | 000-52092 | 56-2012361 |
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
58 Heng Shan Road, Kun Lun Shopping
Mall
Harbin, People’s Republic of
China
|
150090
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s telephone number, including area code:
86-451-8233-5794
Benjamin Tan, Esq.
Sichenzia Ross Friedman Ference
LLP
61 Broadway, 32 Floor
New York, New York 10006
Phone:
(212) 930-9700
Fax: (212) 930-9725
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
8.01.
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Other
Events
|
On
January 6, 2011, the Company was served notice of a stockholder class action
lawsuit filed on December
28, 2010 in the U.S. District Court for the Central District of California
against the Company, Xiqun Yu, the Company’s Chief Executive Officer, Susan Liu,
the Company’s ex-Chief Financial Officer and Zibing Pan, the Company’s Chief
Financial Officer.
The
complaint in the lawsuit, Walter C. Clemens, Jr. v. China Education Alliance,
Inc., Xiqun Yu, Susan liu and Zibing Pan, CV10-09987JFW(AGRX) alleges, among
other claims, that the Company made false and/or misleading statements, as well
as failed to disclose material adverse facts about the Company’s business,
operations, and prospects. The complaint seeks, among other relief, compensatory
damages in favor of plaintiff and the other class members against all
defendants, jointly and severally, for all damages sustained as a result of
defendants’ wrongdoing, in an amount to be proven at trial including interest
thereon, pre-judgment and post-judgment interest, as well as reasonable
attorneys’ fees, expert fees and other costs, rescissionary damages and such
other equitable, injunctive or other relief as the court may deem just and
proper. Mr. Clemens purports to sue on his own behalf and on behalf
of a class consisting of the Company’s stockholders (other than the defendants
and their affiliates). The Company believes that the complaint has no
merit and intends to vigorously defend the lawsuit.
The
information in this report, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or
incorporated subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
shall not be incorporated by reference in any registration statement or other
document filed under the Securities Act or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings, except as shall be expressly set forth by specific reference in
such a filing.
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| CHINA EDUCATION ALLIANCE, INC. | |||
|
Dated: January 14, 2011
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By:
|
/s/ Zibing Pan | |
| Name: | Zibing Pan | ||
| Title: | Chief Financial Officer | ||