cswg8k20100505.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported)
May 5, 2010 (May 11,
2010)
China Swine Genetics,
Inc.
(Exact
name of registrant as specified in its charter)
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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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1077 Ala
Napunani Street, Honolulu,
HI
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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: 808-429-5954
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
to the registrant under any of the following provisions:
□
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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
5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On May 5,
2010, the Board of Directors (the “Board”) of China Swine
Genetics, Inc, a Delaware corporation (the “Company”), approved an
amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”)
by way of a Certificate of Elimination for the Company’s Series A Convertible
Preferred Stock (the “Certificate of
Elimination”). On the same day, the Company filed the
Certificate of Elimination with the Secretary of the State of Delaware, which is
the effective date of the amendment.
The
filing of the Certificate of Elimination was authorized by the Board in
accordance with the Section 151(g) of the Delaware General Corporation
Law.
The
Certificate of Elimination has the effect of eliminating the previously
designated 4,800 shares of Series A Convertible Preferred Stock, par value $.001
per share, of the Company (the “Series A Preferred Stock”),
none of which were outstanding at the time of the filing. Upon such elimination,
such Series A Preferred Stock resumes the status of authorized and unissued
shares of preferred stock, par value $.001 per share, of the Company, without
designation as to series. All references to the Series A Preferred Stock were
eliminated from the Certificate of Incorporation.
A copy of
the Certificate of Elimination is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1
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Certificate
of Elimination, dated May 5, 2010, for the Company’s Series A Convertible
Preferred Stock.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
May
11, 2010
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CHINA
SWINE GENETICS, INC.
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By: /s/ Zhenyu
Jiang
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Name: Zhenyu
Jiang
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Title: Chairman
and Chief Executive Officer
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