- Current report filing (8-K)
April 29 2010 - 6:16AM
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): April 28, 2010
CHINA
AGRITECH, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34458
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75-2955368
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID No.)
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Room
3F No. 11 Building, Zhonghong International Business Garden
Future
Business Center,
Chaoyang
North Road, Chaoyang District, Beijing, China 100024
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code:
(86) 10-59621278
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.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
1.01. Entry into a Material Definitive Agreement.
On April
28, 2010, China Agritech, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Rodman & Renshaw, LLC (the
"Underwriter") related to a public offering of 1,243,000 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), at a price of
$16.10 per share, less a 6% underwriting commission. The total gross proceeds of
the offering will be approximately $20,012,300 million, and net proceeds, after
deducting underwriting discounts and commissions and estimated offering
expenses, will be approximately $18.3 million.
Pursuant
to the terms of the Underwriting Agreement, the Company has granted the
Underwriter an option, exercisable for 45 days, to purchase up to an aggregate
of 15% additional shares of Common Stock to cover over-allotments, if
any. The offering is being made pursuant to the Company’s effective
registration statement on Form S-3, as amended (Registration Statement No.
333-164810), filed with the United States Securities and Exchange Commission
and, a prospectus supplement, dated April 29, 2010 (the “Prospectus
Supplement”) filed with the Securities and Exchange Commission. The public
offering and sale contemplated by the Underwriting Agreement will be completed
on or about May 4, 2010, subject to customary closing conditions. The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and the
description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit.
Item 8.01.
Other Events.
On April
28, 2010, the Company issued a press release announcing the public offering
described in Item 1.01 of this Current Report and, subsequently thereafter,
issued a press release on April 28, 2010 announcing that it had priced the
public offering. The Company’s press releases are filed as Exhibits
99.1 and 99.2, respectively, to this Current Report.
Prior to
the public announcement of the transaction and the commencement of solicitation
of retail investors, the Company conducted meetings with numerous institutional
investors that had previously agreed to maintain the confidentiality of the
transaction and the information the Company supplied them to evaluate
participation in the offering. A copy of the materials the Company
supplied them (the “Investor Presentation”) is attached hereto as Exhibit
99.3.
Item
9.01. Financial Statements and Exhibits.
No.
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Description
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1.1
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Underwriting
Agreement dated April 28, 2010
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5.1
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Opinion
of Loeb & Loeb LLP as to the legality of the shares of common
stock
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99.1
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Press
Release dated April 28, 2010
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99.2
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Press
Release dated April 28, 2010
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99.3
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Investor
Presentation
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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.
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CHINA
AGRITECH, INC.
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Date:
April 28, 2010
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/s/
Yausing Tang
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Yausing
Tang
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Chief Financial
Officer
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Exhibit
Index
No.
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Description
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1.1
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Underwriting
Agreement dated April 28, 2010
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5.1
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Opinion
of Loeb & Loeb LLP as to the legality of the shares of common
stock
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99.1
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Press
Release dated April 28, 2010
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99.2
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Press
Release dated April 28, 2010
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99.3
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Investor
Presentation
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