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): June 25, 2011
Andatee China Marine Fuel Services Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-34608
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80-0445030
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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No. 1 Bintao Garden, West Binhai Road, Xigang District Dalian
People’s Republic of China
(Addres s of Principal Executive Office) (Zip Code)
011 (86411) 8360 4683
(Registrant’s telephone number, including area code)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers’ Compensatory Arrangements of Certain Officers
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(e) On June 25, 2011, the Board of Directors of Andatee China Marine Fuel Services Corporation, a Delaware corporation (the “Company”), following the review and recommendation of the Compensation Committee of the Board, approved and adopted the following changes to the executive and independent director compensation:
· An Fengbin (Chief Executive Officer, Chairman of the Board) – (i) to increase CEO’s annual base salary as set forth in the Employment Agreement by and between the Company and the CEO (the “Employment Agreement”) from USD$150,000 to $175,000, effective as of July 1st, 2011; (ii) consistent with the terms and provisions of the Employment Agreement, to award Mr. An a one-time short term variable incentive pay in the amount of USD$150,000, and (iii) to grant Mr. An 150,000 stock options, vesting as follows: 50,000 options vesting on the date of the grant, 50,000 options – on the 1st anniversary of the grant and the remaining 50,000 options – on the 2nd anniversary of the grant, with an exercise price of the closing price of the Company’s stock on July 1, 2011.
· Wen Tong (Chief Financial Officer, Director) – (i) to increase CFO’s annual base salary from USD$50,000 to $60,000, effective as of July 1, 2011; and (ii) to grant Wen Tong 60,000 stock options, vesting in 3 equal annual installments as follows: 20,000 options vesting on the date of the grant, 20,000 options – on the 1st anniversary of the grant and the remaining 20,000 options – on the 2nd anniversary of the grant, with an exercise price of the closing price of the Company’s stock on July 1, 2011.
· Independent director compensation – (i) to increase the base retainer fee from USD$15,000 to $18,000 for the Chair of the Audit Committee and from USD$12,000 to $15,000 for the Chair of the Compensation Committee and the Nominating Committees, respectively; and (ii) to grant each Messrs. Hou, Leong and Jiang 15,000, 18,000 and 15,000 stock options, respectively, all vesting on the date of the grant.
The Audit Committee of the Board reviewed and approved the foregoing changes to the executive and director compensation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
None.
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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Andatee China Marine Fuel Services Corporation
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By:
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/s/ Wen Tong
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Wen Tong, Chief Financial Officer
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Date: June 28, 2011