Attached files
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| EX-99.1 - EXHIBIT 99.1 - Harbin Electric, Inc | v237499_ex99-1.htm |
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 1934
Date of Report (Date of earliest event reported): October 18, 2011
Harbin Electric, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
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000-51006
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98-0403396
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(Commission File Number)
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(IRS Employer Identification No.)
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No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
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Harbin Kai Fa Qu, Harbin, China
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150060
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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86-451-86116757
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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))
Item 8.01. Other Events.
On October 18, 2011, Harbin Electric, Inc. (the “Company”) issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information and Where to Find it
The press release attached hereto may be deemed to be solicitation material in respect of the proposals described in the Company’s definitive proxy statement on Schedule 14A, filed by the Company on September 29, 2011, as supplemented by a supplement thereto filed by the Company on October 11, 2011. In connection with the proposed merger, the Company has filed with, or furnished to the Securities and Exchange Commission (the “SEC”), all relevant materials, including a definitive proxy statement on Schedule 14A, and has mailed the definitive proxy statement on Schedule 14A to its shareholders. In addition, on October 11, 2011, certain participants in the proposed transaction filed with the SEC Amendment No. 5 to a Schedule 13E-3 transaction statement and has mailed to the Company’s shareholders a Amendment No. 5 to the Schedule 13E-3 transaction statement. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This press release is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward. Shareholders are able to obtain copies of the Company’s definitive proxy statement, as supplemented and Amendment No.5 to the Schedule 13E-3 transaction statement by contacting MacKenzie Partners, Inc. by email at harbinproxy@mackenziepartners.com or by calling +1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition to receiving the Company’s definitive proxy statement, Amendment No.5 to the Schedule 13E-3 transaction statement by mail, shareholders also are able to obtain these documents, as well as other filings containing information about the Company, the proposed merger, and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:
Harbin Electric, Inc.
No. 9 Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu
Harbin Kai Fa Qu, Harbin, China 150060
Phone Number: 86-451-86116757.
Certain of the Company’s officers and employees may be deemed participants in the solicitation of proxies in respect of the proposals. Information about the Company’s executive officers and directors can be found in its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.
Item 9.01. Financial Statements and Exhibits
99.1 Press release dated October 18, 2011—“Glass Lewis Recommends That Harbin Electric Shareholders Vote “FOR” Proposed $24 Per Share Cash “Going Private” Transaction”
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HARBIN ELECTRIC, INC.
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By:
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/s/ Tianfu Yang
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Name:
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Tianfu Yang
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Title:
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Chairman and Chief Executive Officer
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| Dated: October 18, 2011 | ||