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): July 6, 2009 (July 2,
2009)
NETWORK
CN INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-30264
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90-0370486
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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21/F., Chinachem Century Tower
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178 Gloucester
Road
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Wanchai, Hong
Kong
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(Address
of principal executive
offices)
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(852)
2833-2186
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(Registrant's
telephone number, including area
code)
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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 (see General Instruction A.2.
below):
o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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o
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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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o
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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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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At the
2009 Annual Meeting of Stockholders (the “Meeting”) held on July 2,
2009, the stockholders of Network CN Inc. (the “Company”) voted in a new slate
of members to serve on the Company’s board of directors, effective
immediately. As a result of this stockholder action, Daley Mok,
Ronglie Xu, Edward Lu, Stanley Chu and Daniel So will no longer serve as
directors of the Company, and Ronald Lee and Gerald Godfrey have been appointed
to serve as directors.
Ronald Lee was appointed as a
Director of the Company on July 2, 2009. Mr. Lee is the founder and
has served as the Sole Proprietor of Ronald H. T. Lee & Co., Certified
Public Accountants since 1973. He also has served as senior consultant of UHY
Vacation HK CPA Limited, Chartered Accountants, Certified Public Accountants
since 2007. Mr. Lee has over 40 years’ experience in accounting industry. Mr.
Lee graduated from the Hong Kong Technical College in 1967 (now the Hong Kong
Polytechnic University) and is a fellow member of the Australian Society of
Certified Practising Accountants and the Hong Kong Institute of Certified Public
Accountants. He is also an associate member of the Institute of Chartered
Accountants in England & Wales, The Taxation Institute of Hong Kong and the
Society of Chinese Accountants and Auditors.
Gerald Godfrey was appointed
as a Director of the Company on July 2, 2009. Mr. Godfrey, now retired, was a
partner with Charlotte Horstmann & Gerald Godfrey Ltd., a Hong Kong-based
company that dealt in Asian antiques and art, from 1955 to 2005. From 1997 to
2003, Mr. Godfrey served as an independent non-executive director of the
Millennium Group, a Hong-Kong based company that assists corporations,
developers and investors with selling, leasing or investing in office,
industrial, distribution, retail, land and resort properties in Asia. Mr.
Godfrey served as Honorary Consul General to the Kingdom of Morocco from 1984 to
2004, and voting member of the Hong Kong Jockey Club. Mr. Godfrey received an
M.A. from the Oxford University in 1951.
There are
no arrangements or understandings between Messrs. Lee and/or Godfrey and any
other persons pursuant to which they were selected as directors and there are no
transactions between the Company and any of them that would require disclosure
under Item 404(a) of Regulation S-K.
The
Company has not entered into written agreements with Messrs. Lee and Godfrey,
but the Company intends to enter agreements with them at a later
date.
The
Company’s 2009 Annual Meeting of Stockholders was held on July 2,
2009. A total of 314,863,539 shares of common stock of the Company
were present in person or by proxy at the Meeting, representing 83.15% of the
Company’s outstanding shares entitled to vote at the Meeting. At the
Meeting, stockholders approved the election of a new slate of directors as
follows:
Nominees
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For
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Against
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%
of Votes Approved
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Godfrey
Hui
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314,863,539
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-0-
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100%
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Earnest
Leung
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314,863,539
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-0-
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100%
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Ronald
Lee
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314,863,539
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-0-
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100%
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Gerald
Godfrey
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314,863,539
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-0-
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100%
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Peter
Mak
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314,863,539
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-0-
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100%
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The
stockholders also ratified the appointment of Jimmy C.H. Cheung & Co. as the
Company’s independent auditor for the fiscal year ending December 31, 2009 and
the interim periods, and approved the proposed amendment of the Company’s
Articles of Incorporation, to increase the authorized shares of common stock
from 800,000,000 to 2,000,000,000.
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:
July 6, 2009
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NETWORK
CN INC.
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By:
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/s/Godfrey
Hui
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Godfrey
Hui
Chief
Executive Officer
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