form8-k.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
Date of
Report (Date of earliest event reported): January 15,
2010
DRAGON PHARMACEUTICAL
INC.
(Exact
name of registrant as specified in its charter)
Florida
(State
or Other Jurisdiction of
Incorporation)
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0-27937
(Commission
File Number)
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65-0142474
(IRS
Employer
Identification
No.)
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650
West Georgia Street, Suite 310
Vancouver, British
Columbia
(Address
of Principal Executive Offices)
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V6B 4N9
(Zip
Code)
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(604)
669-8817
(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 (see General Instruction A.2. below):
[ ]
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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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Section 7 - Regulation
FD
Item
7.01. Regulation
FD Disclosure.
On January 22, 2010, Dragon
Pharmaceutical Inc. (the “Company”) issued a press release announcing that
Yanlin Han, Chairman of the Board of Directors and Chief Executive Officer of
the Company, made a non-binding proposal to acquire all of the outstanding
shares of the Company at a price of $0.80 per share in a letter dated January
15, 2010. In addition, the Company has established a special
committee of independent directors consisting of Peter Mak, Heinz Frey and Jin
Li to consider the proposal and all other strategic alternatives. A
copy of the press release is attached hereto as Exhibit 99.
Section 9 – Financial
Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
Exhibit
No. Exhibit
Description
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99
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Press release dated
January 22, 2010, titled “Dragon Pharma Receives Acquisition
Proposal from Yanlin Han”
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The
information contained in Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 or
the Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation by reference language in any
filing.
Portions
of this report may constitute “forward-looking statements” defined by federal
law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that the actual outcomes will not
be materially different. Any such statements are made in reliance on
the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about issues that could
lead to material changes in the Company’s performance is contained in the
Company’s filings with the Securities and Exchange Commission and may be
accessed at www.sec.gov.
SIGNATURE
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.
DRAGON PHARMACEUTICAL
INC.,
a Florida Corporation
Dated: January
22,
2010 /s/ Maggie
Deng
Maggie
Deng
Chief
Operating Officer
EXHIBIT
INDEX
Exhibit
No. Description
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99
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Press release dated
January 22, 2010, titled “Dragon Pharma Receives Acquisition
Proposal from Yanlin Han”
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