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): December 14, 2009
CHINA ARCHITECTURAL ENGINEERING, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33709 | 51-05021250 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070 People’s Republic of China | N/A |
| (Address of principal executive offices) | (Zip code) |
| | |
| Registrant’s telephone number, including area code: | 0086-756-8538908 |
| | |
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:
¨ 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 7.01 Regulation FD Disclosure.
On December 14, 2009, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing that it has entered into a letter of intent to issue 25 million shares of common stock of the Company to acquire 60% ownership interest of Shanghai ConnGame. Completion of the transaction is subject to negotiation of a definitive equity transfer agreement that will be subject to a number of closing conditions, including shareholder and regulatory approvals.
The press release also announced the termination of the Company’s previously announced common stock private placement of 17 million shares to certain investors, as the Company has terminated its LOI to purchase land from Zhejiang Nine Dragon Co.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.
The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
| 99.1 | | Press Release dated December 14, 2009. |
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: December 14, 2009 | CHINA ARCHITECTURAL ENGINEERING, INC. |
| | |
| | By: /s/ Luo Ken Yi |
| | Name: Luo Ken Yi |
| | Title: Chief Executive Officer |
