Unassociated Document
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
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Date
of Report (Date of earliest event reported):
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March 30,
2010
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China
Intelligent Lighting and Electronics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53018
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26-1357819
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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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No. 29
& 31, Huanzhen Road, Shuikou Town, Huizhou, Guangdong, People’s Republic of
China 516005
(Address,
including zip code, of principal executive offices)
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Registrant’s
telephone number, including area code
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86-752-3138511
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(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 (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
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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On March
30, 2010, the board of directors (the “Board”) of China
Intelligent Lighting and Electronics, Inc. (the "Company") appointed Michael Askew,
Zhang Guofu and Zhang Hongfeng to serve as independent directors of the Company.
The Board determined that each of the new directors is independent in accordance
with the applicable rules of the NYSE Amex LLC. Board Committee
appointment information for the new directors is contained in Item 8.01, below,
and is incorporated herein by reference.
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Item
5.07
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Submission
of Matters to a Vote of Security
Holders.
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Acting by
unanimous written consent in lieu of a special meeting executed on
March 30, 2010, the holders of 14,195,496 shares of the Company’s common
stock, which represents approximately 71.7% of the outstanding shares common
stock, approved and adopted a 1-for-2 reverse stock split of all issued and
outstanding shares of the Company’s common stock, subject to the Board’s
discretion of effecting the reverse stock split and subject to compliance with
state and federal laws (the “Reverse Stock
Split”). To effect the Reverse Stock Split, if so desired in
the discretion of the Board, the Company will file an amendment to the Company’s
Certificate of Incorporation with the Secretary of the State of Delaware, which
will not be done sooner than 20 days after the date the Company mails an
information statement on Schedule 14C to its stockholders. The Reverse Stock
Split will occur, if at all, immediately prior to the closing of a public
offering currently contemplated by the Company. The par value and
number of authorized shares of our common stock will remain
unchanged. A form of the Certificate of Amendment is attached to this
Current Report on Form 8-K as Exhibit
99.4. The Company intends to file an Information Statement
with the Securities and Exchange Commission in accordance with Rule 14c-2 of the
Securities Exchange Act of 1934 as soon as practicable relating to this action
by written consent.
On March
30, 2010, the Board adopted a Code of Business Conduct and Ethics (the “Code of Ethics ”)
that applies to all directors, officers and employees of the Company, approved
and established an Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee (“Nominating
Committee”), in addition to adopting charter documents for each
committee.
The Board
also appointed Michael Askew (Chair), Zhang Guofu and Zhang Hongfeng to the
Audit Committee, each of whom is an independent director. The Board appointed
Zhang Hongfeng and Zhang Guofu (Chair) to the Compensation Committee. The Board
also appointed Zhang Hongfeng (Chair) and Zhang Guofu to the Nominating
Committee.
The Code
of Ethics and each of the charters for the Audit, Compensation, and Nominating
Committees are attached hereto as Exhibits 14.1, 99.1, 99.2,
and 99.3, respectively.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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14.1
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Code
of Business Conduct and Ethics
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99.1
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Charter
of the Audit Committee
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99.2
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Charter
of the Compensation Committee
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99.3
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Charter
of the Nominating Committee
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99.4
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Form
of Certificate of Amendment to the Company’s Certification of
Incorporation
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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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China
Intelligent Lighting and Electronics, Inc.
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Dated:
April 1, 2010
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By:
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/s/ Li Xuemei
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Name:
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Li
Xuemei
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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14.1
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Code
of Business Conduct and Ethics
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99.1
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Charter
of the Audit Committee
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99.2
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Charter
of the Compensation Committee
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99.3
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Charter
of the Nominating Committee
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99.4
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Form
of Certificate of Amendment to the Company’s Certification of
Incorporation
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