- Current report filing (8-K)
October 06 2011 - 4:40PM
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): October 6,
2011
CHINA BIOLOGIC PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-34566
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75-2308816
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(State or other jurisdiction of
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(Commission File No.)
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(IRS Employer ID No.)
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incorporation or organization)
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No. 14 East Hushan Road,
Tai'an City, Shandong,
271000
People's Republic of China
(Address of Principal
Executive Offices)
86-538 -620-2306
Registrant's telephone number, including area code
____________________________________________________________
(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))
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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On October 6, 2011, Dr. Xiangmin Cui resigned from his
positions as a director of China Biologic Products, Inc. (the Company), a
member of the Audit Committee, Compensation Committee and Corporate Governance
and Nominating Committee of the Company and the Chairman of the Compensation
Committee, effective immediately. Mr. Cuis resignation was due to personal
reasons and not because of any disagreement with the Company on any matter
relating to the Companys operations, policies or practices. Dr. Cui will serve
as an independent consultant for the Company.
On October 6, 2011, the Companys board of directors appointed
Mr. David (Xiaoying) Gao, age 61, as a director of the Company, a member of the
Audit Committee, Compensation Committee and Corporate Governance and Nominating
Committee of the Company and as the Chairman of the Compensation Committee,
effective immediately, to fill the vacancy resulting from Mr. Cuis resignation.
The Company has entered into a Director Agreement and
Indemnification Agreement with Mr. Gao. Under the terms of the Director
Agreement, the Company agreed to pay Mr. Gao a monthly fee of $5,000 as
compensation for his services. Under the terms of the Indemnification Agreement,
the Company agreed to indemnify Mr. Gao against expenses, judgments, fines,
penalties or other amounts actually and reasonably incurred by him in connection
with any proceeding, provided that he has acted in good faith and in the best
interests of the Company. The Company also granted Mr. Gao an option to purchase
20,000 shares of the Companys common stock under the Companys 2008 Equity
Incentive Plan, which options will have an exercise price of
$5.97 per share and will vest in two equal portions on April 7 and October 7,
2012, respectively. The description of the terms of the Director Agreement and
Indemnification Agreement herein is qualified by reference to the provisions of
the Director Agreement and Indemnification Agreement attached hereto as Exhibits
10.1
and 10.2.
David (Xiaoying) Gao
. Mr. Gao has served as a senior
integration advisor for Sanofi since February 2011. From February 2004 to
February 2011, Mr. Gao served as the Chief Executive Officer and director of BMP
Sunstone Corporation (Nasdaq: BJGP). From February 2002 through February 2004,
Mr. Gao served as Chairman of BMP Chinas board of directors. Mr. Gao served as President and director of Abacus Investments
Ltd, a private wealth management company, from August 2003 until June 2004, and
as Chief Executive Officer of Abacus from July 2003 to June 2004. From 1989 to
2002, Mr. Gao held various executive positions at Motorola, Inc., a publicly
traded company specializing in wireless, broadband and automotive communications
technologies and embedded electronic products, including: Vice President and
Director, Integrated Electronic System Sector, Asia-Pacific operation, from 1998
to 2002; Member, Motorola Asia Pacific Management Board, Management Board of
Motorola Japan Ltd., from 2000 to 2002; and Motorola China Management Board from
1996 to 2002. Mr. Gao holds a B.S. in Mechanical Engineering from the Beijing
Institute of Technology, a M.S. in Mechanical Engineering from Hanover
University, Germany, and an M.B.A. from The Massachusetts Institute of
Technology. Except as described above, Mr. Gao has not held any other public
company directorship during the past five years.
No family relationship exists between Mr. Gao and any other
director or executive officer of the Company.
There are no arrangements or understandings between Mr. Gao and
any other persons pursuant to which he was selected as director. There are no
transactions between Mr. Gao and the Company that would require disclosure under
Item 404(a) of Regulation S-K.
The Companys press release regarding the matters described
above is filed herewith as Exhibit 99.1.
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.
Date: October 6, 2011
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CHINA BIOLOGIC PRODUCTS, INC.
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By:
/s/ Chao Ming
Zhao
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Chao Ming Zhao
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Chief Executive Officer
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