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 15, 2008
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-114622
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51-05021250
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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105
Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s
Republic of China
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N/A
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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:
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0086-756-8538908
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N/A
(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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement.
The
information under Item 3.02, below, is herein incorporated by reference.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information under Item 3.02, below, is herein incorporated by reference.
Item
3.02
Unregistered
Sales of Equity Securities.
On
April
15, 2008, China Architectural Engineering, Inc. (the “Company”) closed a
financing transaction with ABN AMRO Bank N.V., London Branch, CITIC Allco
Investments Ltd. (together with ABN AMRO Bank N.V., London Branch, the
“Subscribers,” and each a “Subscriber”), and CITIC Capital Finance Ltd. issuing
(i) US$20,000,000 12% Convertible Bonds due 2011 (the “Bonds”) and (ii) 300,000
warrants to purchase 300,000 shares of common stock of the Company expiring
2013
(the “Warrants”). The financing transaction was completed in accordance with a
subscription agreement entered into by the Company, the Subscribers, and
CITIC
Capital Finance Ltd., dated April 2, 2008 (the “Subscription Agreement”),
attached hereto as
Exhibit
10.1
.
US$20,000,000
12% Convertible Bonds
The
Bonds
were issued further to a trust deed between the Company and The Bank of New
York, London Branch, dated April 15, 2008 (the “Trust Deed”), attached hereto as
Exhibit
4.1
,
and are
represented by the global certificate in the form as set forth in the Trust
Deed. The Bonds are subject to a paying and conversion agency agreement between
the Company, The Bank of New York, and The Bank of New York, London Branch,
attached hereto as
Exhibit
4.2
.
The
Bonds
are subscribed at a price equal to 100% of their principal amount. The Company
agreed to pay to the Subscribers an aggregate commission of 2.5% of the
principal amount of the Bonds. T
he
Terms
and Conditions of the Bonds (the “Terms”) contained in the Trust Deed, set
forth, among other things, the following terms:
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·
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Each
bond is convertible at the option of the holder at any time during
the
period (i) beginning on the earlier of (a) the date that a registration
statement for the shares to be issued upon conversion of the Bonds is
first declared effective by the United States Securities and Exchange
Commission (the “SEC”) and (b) October 15, 2008 and (ii) ending at the
close of business on April 8, 2011, subject to certain exceptions.
If the
Bonds are called for redemption before April 15, 2011, then the
conversion
period ends on the close of business on a date no later than seven
business days prior to the date fixed for
redemption.
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·
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The
Bonds are convertible into shares of common stock of the Company
at an
initial conversion price equal to $6.35, which is the product of
(i) 1.1
and (ii) the average closing price per share for the period of
20
consecutive trading days immediately prior to April 15, 2008. The
conversion price is subject to adjustment in certain events, including
the
Company’s issuance of additional shares of common stock or rights to
purchase common stock at a per share or per share exercise or conversion
price, respectively, at less than the applicable per share conversion
price of the Bonds.
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·
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The
Bonds bear interest from April 15, 2008 at the rate of 12% per
annum of
the principal amount of the Bonds.
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·
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Interest
is payable semi-annually in arrears on April 15 and October 15
of each
year (each an “Interest Payment Date”) commencing October 15, 2008. On any
Interest Payment Date on or after April 15, 2010, the holders of
the Bonds
can require the Company to redeem the Bonds at 116.61% of their
principal
amount.
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·
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The
Company is required to redeem any outstanding Bonds at 116.61%
of its
principal amount on April 15, 2011.
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300,000
Warrants to Purchase 300,000 Shares of Common Stock
The
warrant by and between the Company and the Subscribers, dated April 15, 2008
(the “Warrant Instrument”), is attached hereto as
Exhibit
4.3
.
The
Warrants are subject to the terms of a warrant agency agreement by and among
the
Company,
The Bank of New York and The Bank of New York, London Branch
,
dated
April 15, 2008 (the “Warrant Agency Agreement”), attached here to as
Exhibit
4.4
,
and are
in registered form and represented by a global certificate in a form as set
forth in the Warrant Instrument. The Warrants have an initial exercise price
per
share of $6.35, subject to adjustment in certain events.
Pursuant
to the
terms
and conditions of the Warrant Instrument and Warrant Agency Agreement, the
Warrants vested on April 15, 2008 and will terminate on April 15, 2013. The
Company has agreed to list the shares of common stock underlying the Warrants
on
AMEX, or any alternative stock exchange, by the earlier of October 15, 2008
and
the date on which a registration statement registering the shares of common
stock underlying the Warrants is first declared effective by the SEC. In
addition, the Company has agreed to register the shares of common stock
underlying the Warrants with the SEC on or prior to October 15, 2008 and
will
keep the registration effective until 30 days after the Warrants
terminate.
The
securities were offered and sold to the Subscribers in reliance upon exemption
from registration pursuant to Regulation S of the Securities Act of 1933,
as
amended (the “Securities Act”). We complied with the conditions of Rule 903 as
promulgated under the Securities Act as follows: the Subscribers are non-U.S.
residents and have not offered or sold their shares in accordance with the
provisions of Regulation S, an appropriate legend was affixed to the stock
certificate issued in accordance with Regulation S, the Subscribers have
represented that they were not acquiring the securities for the account or
benefit of a U.S. person, agreed to resell the securities only in accordance
with the provisions of Regulation S, pursuant to a registration statement
under
the Securities Act or pursuant to an available exemption from registration
and
agreed not to engage in hedging transactions with regard to the securities
unless in compliance with the Securities Act. The Company will refuse to
register any transfer of the shares not made in accordance with Regulation
S,
after registration or under an exemption.
Registration
Rights
On
April,
15, 2008 the Company and the Subscribers also entered into a registration
rights
agreement, attached hereto as
Exhibit
4.5
,
pursuant to which the Company agreed to register the Bonds and Warrants,
and the
shares of common stock underlying the Bonds and Warrants (the “Registrable
Securities”). The Company will prepare and file with the SEC, no later than 30
days after April 15, 2008,
a
registration statement on Form S-1 to register the Registrable Securities
(the
“Registration Statement”) and
,
as
promptly as possible, cause that Registration Statement, as amended, to become
effective
and
in
any event within six months after April 15, 2008
.
In
addition, the Company agreed to list all Registrable Securities covered by
the
Registration Statement on each securities exchange on which similar securities
issued by the Company are then listed.
Appointment
of Director by CITIC Capital Finance Ltd.
Pursuant
to the terms of the Subscription Agreement, the Company was required as a
condition to the closing of the financing transaction to have appointed a
director designated by CITIC Capital Finance Ltd. to the Board of Directors
of
the Company at or prior to the closing of the financing transaction. Such
condition was waived by the parties to the financing transaction in light
of the
Company’s agreement to appoint such a director within three months from the date
of the closing of the financing transaction.
Item
9.01
Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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4.1
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Trust
Deed, dated April 15, 2008
between China Architectural Engineering, Inc. and The Bank of New
York,
London Branch.
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4.2
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Paying
and Conversion Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., The Bank of New York, and The Bank of New York,
London
Branch.
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4.3
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The
Warrant Instrument, dated April 15, 2008 among China Architectural
Engineering, Inc., ABN AMRO Bank N.V., London Branch, and CITIC
Allco
Investments Ltd.
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4.4
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Warrant
Agency Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., The Bank of New York and The Bank of New York,
London
Branch.
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4.5
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Registration
Rights Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., ABN AMRO Bank N.V., London Branch, and CITIC
Allco
Investments Ltd.
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10.1
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Subscription
Agreement dated April 2, 2008 among China Architectural Engineering,
Inc.,
ABN AMRO Bank N.V., London Branch, CITIC Allco Investments Ltd.,
and CITIC
Capital Finance Ltd.
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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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Date:
April
18, 2008
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CHINA
ARCHITECTURAL ENGINEERING, INC.
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By:
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/s/ Luo Ken Yi
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Name:
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Luo
Ken Yi
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Title:
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Chief Executive Officer, Chief Operating Officer
and
Chairman of the Board
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Exhibit
Index
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Exhibit
Number
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Description
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4.1
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Trust
Deed, dated April 15, 2008
between China Architectural Engineering, Inc. and The Bank of New
York,
London Branch.
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4.2
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Paying
and Conversion Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., The Bank of New York, and The Bank of New York,
London
Branch.
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4.3
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The
Warrant Instrument, dated April 15, 2008 among China Architectural
Engineering, Inc., ABN AMRO Bank N.V., London Branch, and CITIC
Allco
Investments Ltd.
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4.4
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Warrant
Agency Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., The Bank of New York and The Bank of New York,
London
Branch.
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4.5
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Registration
Rights Agreement, dated April 15, 2008 among China Architectural
Engineering, Inc., ABN AMRO Bank N.V., and CITIC Allco Investments
Ltd.
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10.1
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Subscription
Agreement dated April 2, 2008 among China Architectural Engineering,
Inc.,
ABN AMRO Bank N.V., London Branch, CITIC Allco Investments Ltd.,
and CITIC
Capital Finance Ltd.
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