Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - Feihe International Inc | v209855_ex99-1.htm |
| EX-10.1 - REDEMPTION AGREEMENT - Feihe International Inc | v209855_ex10-1.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
February
1, 2011
Date of
report (Date of earliest event reported)
|
Feihe
International, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Utah
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001-32473
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90-0208758
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(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
|
Star
City International Building, 10 Jiuxianqiao Road, C-16th Floor
Chaoyang
District, Beijing, China 100016
(Address
of principal executive offices, including Zip Code)
+86
(10) 8457-4688
(Registrant’s
Telephone Number, Including Area Code)
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)
|
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o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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o 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 February 1, 2011, Feihe
International, Inc. (the “Company”) entered
into a redemption agreement (the “Redemption
Agreement”) with Sequoia Capital China Growth Fund I, L.P. and certain of
its affiliates (collectively, “Sequoia”) pursuant to
which the Company agreed to redeem and purchase from Sequoia an aggregate of
2,625,000 shares (the “Shares”) of the
Company’s common stock. The Shares were originally issued to Sequoia
pursuant to a subscription agreement with the Company entered into in August
2009, which, among other things, granted Sequoia a right to have the Shares
redeemed if the average of closing prices of the Company’s common stock for the
fifteen trading days commencing on the third anniversary of the closing date is
less than $39.00 per share. Pursuant to the Redemption Agreement, the
Shares will be redeemed in four equal installments on or around March 31, 2011,
September 30, 2011, December 31, 2011 and March 31, 2012 (each, a “Closing Date”), for
an aggregate payment on each Closing Date of $15,750,000, together with interest
accruing at the rate of 1.5% per annum, compounded annually from August 27, 2009
until such Closing Date.
The
foregoing description of the Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete copy of
the Redemption Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item
7.01 Regulation
FD Disclosure.
On February 1, 2011, the Company issued
a press release announcing the Redemption Agreement. A copy of the
Company’s press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit
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Description
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| 10.1 | Redemption Agreement dated February 1, 2011 | |
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99.1
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Feihe
International, Inc. press release announcing Redemption
Agreement
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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.
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FEIHE
INTERNATIONAL, INC.
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By:
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/s/ Leng You
Bin
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Leng
You Bin
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Chairman
and CEO
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Date:
February 2, 2011
INDEX
TO EXHIBITS
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Exhibit
|
Description
|
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| 10.1 | Redemption Agreement dated February 1, 2011 | |
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99.1
|
Feihe
International, Inc. press release announcing Redemption
Agreement
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