Current Report Filing (8-k)
February 09 2016 - 4:22PM
Edgar (US Regulatory)
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): February 5,
2016
NUTRASTAR INTERNATIONAL
INC.
(Exact name of registrant as specified in its charter)
| Nevada |
000-52899 |
80-0264950 |
| (State of Incorporation) |
(Commission File No.) |
(IRS Employer ID No.) |
4/F Yushan Plaza
51 Yushan Road
Nangang District,
Harbin 150090
People's Republic of China
(Address of
Principal Executive Offices)
(86) 451-82287746
(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):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On February 5, 2016, Mr. Robert Tick resigned as the Company’s
Chief Financial Officer and Treasurer and from the Board of Directors (the
"Board") of the Company, effective February 19, 2016. A copy of Mr. Tick’s
resignation letter is hereby attached as Exhibit 99.1 and incorporated herein by
reference in its entirety. It is expected that the Company will name a successor
to fill the vacancies as soon as practicable.
On February 8, 2016, Ms. Virginia L. P’an resigned from the
Board of the Company, effective February 19, 2016. At the time of her
resignation, Ms. P’an was the Chairperson of the Board’s Compensation Committee
and a member of each of the Audit and Governance and Nominating Committees. A
copy of Ms. P’an’s resignation letter is hereby attached as Exhibit 99.2 and
incorporated herein by reference in its entirety. It is expected that the Board
will appoint a new director to fill the vacancy as soon as practicable.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995. The
word “expect” and similar terms and phrases are used in this notification to
identify forward-looking statements, including statements regarding the
Company's expectations regarding management and Board composition, and
statements regarding future events that involve risks and uncertainties. Risks,
uncertainties and assumptions that could affect the Company's forward-looking
statements include, among other things, the future appointment of a new Chief
Financial Officer, and/or directors. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. The Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date
hereof.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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.
| Nutrastar International Inc. |
| |
| Date: February 9, 2016 |
| |
| /s/ Robert Tick |
| Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT 99.1
RESIGNATION LETTER
February 5, 2016
Board of Directors
Ms. Lianyun Han, Chairperson, President
& CEO
Ms. Gao Shan, Secretary
Nutrastar International Inc.
4/F
Yushan Plaza, 51 Yushan Road
Nangang District, Harbin, China 150080
Dear Board Members, Ms. Han and Ms. Gao:
This letter confirms that I hereby resign as a director, Chief
Financial Officer and Treasurer of Nutrastar International Inc. (the “Company”),
effective February 19, 2016. The resignation is due to the Company CEO’s refusal
to: (i) allow the Company’s other officers and the directors access to its
assets in China in order to fulfill certain payment obligations for third party
service providers and compensation and expense reimbursement that are legally
due; and (ii) communicate directly with the Company’s directors, officers and
legal counsel. Please see the current report on Form 8-K filed by the Company on
February 3, 2016 for more information.
Sincerely,
/s/ Robert Tick
Robert Tick
| cc: |
Accretive Capital Partners, LLC |
|
Crowe Horwath (Hong Kong) CPA Limited
Pillsbury
Winthrop Shaw Pittman LLP |
EXHIBIT 99.2
RESIGNATION LETTER
February 8, 2016
Board of Directors
Ms. Lianyun Han, Chairperson, President
& CEO
Ms. Gao Shan, Secretary
Nutrastar International Inc.
4/F
Yushan Plaza, 51 Yushan Road
Nangang District, Harbin, China 150080
Dear Board Members, Ms. Han and Ms. Gao:
This letter confirms that I hereby resign as a director of
Nutrastar International Inc. ("the Company"), effective February 19, 2016. The
resignation is due to the 1) increased workload at my eco products company; 2)
the Company's CEO refusal to communicate directly with the Company's directors,
officers and legal counsel; and 3) not allowing the company's other officers and
directors access to its assets to fulfill payment obligations for third party
service providers and expense reimbursement that are legally due. For more
information, please see the current report on Form 8-K filed by the Company on
February 3, 2016.
Sincerely yours,
/s/ Virginia L. P’an
Virginia L. P’an