Current Report Filing (8-k)
June 04 2018 - 9:27AM
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):
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June 2, 2018
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HIGHPOWER INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34098
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20-4062622
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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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Building A1, Luoshan Industrial Zone, Shanxia,
Pinghu, Longgang, Shenzhen, Guangdong, 518111, China
(Address,
including zip code, of principal executive offices)
Registrant’s telephone number, including area code
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(86) 755-89686238
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(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 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 230.425)
¨
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))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
On June 2,
2018, Highpower International, Inc. (the “Company”) announced the receipt of a non-binding proposal from Mr. Dang Yu
(George) Pan, Chairman and Chief Executive Officer of the Company to acquire certain outstanding shares of the common stock of
the Company, at a cash purchase price of $4.80 per share. In the proposed potential transaction, Mr. Pan would acquire all of the
outstanding shares of common stock of the Company not currently owned, directly or indirectly, by him through a merger of the Company
with a newly formed acquisition vehicle that Mr. Pan would control.
The Board intends to form a special committee consisting
of independent directors to consider this proposal.
Mr. Pan’s proposal letter states
that he intends to finance the proposed transaction with debt or equity capital. Furthermore, the proposal letter specifies that
Mr. Pan’s proposal constitutes only a preliminary indication of their interest, and is subject to negotiation and execution
of definitive agreements relating to the proposed transaction.
The Board cautions the Company’s
stockholders and others considering trading in its securities that the Board just received the non-binding proposal letter from
Mr. Pan and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance
that any definitive offer will be made by Mr. Pan or any other person, that any definitive agreement will be executed relating
to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.
The letter containing the proposal that was received from Mr.
Pan and the Company’s press release are attached to this report as Exhibit 99.1 and 99.2, respectively.
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Item 9.01
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Financial Statements and Exhibits
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(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.
Dated: June 4, 2018
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Highpower International, Inc.
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/s/
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Shengbin (Sunny) Pan
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By:
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Shengbin (Sunny) Pan
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Its:
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Chief Financial Officer
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