- Amended Current report filing (8-K/A)
January 13 2010 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): December 28,
2009
CHINA
WIND SYSTEMS, INC.
(Exact
name of registrant as specified in Charter)
Delaware
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001-34591
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74-2235008
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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No. 9
Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
(Address of Principal Executive
Offices)
(86)
510-8338-6339
(Registrant’s Telephone
number)
Copies
to:
Asher S.
Levitsky PC
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 981-6767
Fax:
(212) 930 – 9725
E-mail:
alevitsky@srff.com
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
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On
January 11, 2010, China Wind Systems, Inc. (the “Company”) filed a Current
Report on Form 8-K in connection with the election of Xuezhong Hua as a director
and Ying (Teresa) Zhang as the Company’s chief financial officer. On
January 12, 2010, the Company entered into an employment agreement with Ms.
Zhang with an initial term of one year. Pursuant to the agreement, Ms. Zhang
shall receive an initial annual salary of RMB480,000, subject to
adjustment. Ms. Zhang shall also receive 1,500 shares on each of
January 31, 2010 and July 31, 2011, provided that Ms. Zhang is employed by the
Company on those dates. The shares shall be subject to a nine month
lock-up period from the date of issuance.
Ms.
Zhang’s employment with the Company may be terminated at any time, with or
without cause. In the event that Ms. Zhang’s employment is terminated by the
Company without cause, Ms. Zhang is entitled to a severance payment of two
months’ salary, as well as any previously declared bonus and any unvested shares
issued pursuant to the agreement. In the event that Ms. Zhang
terminates her employment for cause, she shall be entitled to a severance
payment of two months’ salary.
Item
7.01 Regulation FD Disclosure.
A copy of
the press release issued on January 12, 2010 announcing the appointments of Mr.
Hua and Ms. Zhang is being filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference in its entirety.
The
Company is furnishing the information in this Current Report on Form 8-K
and in Exhibits 99.2 to comply with Regulation FD. Such information
shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company’s filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific reference in
such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1
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Employment
Agreement dated January 12, 2010, issued by China Wind Systems,
Inc.
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Exhibit
99.2
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Press
Release dated January 12, 2010, issued by China Wind Systems,
Inc.
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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.
Date:
January 13, 2010
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China
Wind Systems, Inc.
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By:
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/s/
Jianhua
Wu
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Jianhua
Wu
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Chief
Executive Officer
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