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
Date of
Report (Date of earliest event reported): May 27, 2009
SMARTHEAT
INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53052
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98
-0514768
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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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A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China
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110027
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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: +86 (24)
2519-7699
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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 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 DFR
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
1.01 Entry into a Material Definitive Agreement.
On May
27, 2009 Shenyang Taiyu Machinery and Electrical Equipment Co., Ltd (“Taiyu”), a wholly
owned subsidiary of SmartHeat Inc. (the “Company”), entered into an Asset
Purchase Agreement (the “Agreement”) with Siping Beifang Heat Exchanger,
Manufacture Co., Ltd , a company
organized under the laws, of the Peoples Republic of China (“Siping”), to
purchase all of the tangible and intangible assets of Siping for a purchase
price of 300,000 restricted
shares of the Company’s common stock, par
value $.001 per share (the "Common Stock") and 54,000,000 RMB,
or USD 7,906,296 (Exchange rate: US$1= RMB6.83), subject to inventory
verification and clearance of transfer restrictions, if any, which is payable
according, to the following schedule:
Payment
In RMB
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Payment
In USD
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Payment
Date
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RMB
3,000,000
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$439,239
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Upon
execution of the Agreement
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RMB
7,250,000
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$1,061,493
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Seven
days after execution of the Agreement
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RMB
10,250,000
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$1,500,732
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June
30, 2009
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RMB 13,000,000
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$1,903,367
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September
30, 2009
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RMB
12,300,000
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$1,800,878
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March
1, 2010
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RMB
8,200,000
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$1,200,586
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September
30, 2010
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(Exchange
rate: US$1= RMB6.83)
Taiyu
will not assume any of the debt of Siping, and the Agreement provides for
Siping’s assistance in the transfer of its assets to Taiyu. The acquisition is
expected to be funded with SmartHeat’s existing, bank credit facilities as well
as internal cash flow.
The
transaction closed on May 27, 2009.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 is incorporated herein by
reference.
The
Company’s press release announcing the transaction is attached as Exhibit 99.1
to this Form 8-K.
Item 3.02. Unregistered Sale of
Equity Securities.
In
connection with the Agreement, the Company shall issue 300,000 restricted shares
of its Common Stock to Siping, or its designee, in a transaction exempt from
registration under Regulation S promulgated under the Securities Act of
1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(a)
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Financial
Statement of Businesses
Acquired.
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The
financial statements required by Item 9.01(a) of Form 8-K, if required,
will be filed by amendment to this Current Report on Form 8-K not later than 71
days from the date hereof.
(b)
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Pro
Forma Financial Information.
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The pro
forma financial statements required by Item 9.01(b) of Form 8-K, if
required, will be filed by amendment to this Current Report on Form 8-K not
later than 71 days from the date hereof.
Exhibit
10.14
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English
Translation of the Asset Purchase Agreement, dated May 27,
2009, by and between Taiyu Machinery and Electrical Equipment Co.,
Ltd and
Siping Beifang the Heat Exchanger Manufacture Co., Ltd.
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Exhibit
99.1
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Press
Release of SmartHeat Inc., dated May 29, 2009. Exhibit 99.1 is
deemed to be "filed" under the Securities Exchange Act of 1934 in this
Current Report on Form 8-K.
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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.
Dated: May
29, 2009
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By:
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/s/
Jun Wang
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Jun
Wang
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Title:
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Chairman
& Chief Executive Officer
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