UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 –K/A
Amendment No.1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year endedJune 30, 2010
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:000-51312
SHENGTAI PHARMACEUTICAL, INC.
(formerly known as West Coast Car Company)
(Exact name of registrant as specified in its charter )
| Delaware | 54-2155579 | |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
| Changda Road East, Development District, Changle County, Shandong, P.R.C. | 262400 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including; area code 011 - 86 - 536 - 6295802
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
Securities registered pursuant to section 12(g) of the Act:
Common Stock par value $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting companies” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filer¨ | Smaller reporting companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
The aggregate market value of the voting and non-voting common equity held by non-affiliates* computed by reference to the price of $1.20 per share of common stock at which the common equity was last sold on June 30, 2010, the last day of our most recently completed fourth fiscal quarter, as reported on www.yahoo.com was: $10,539,480.
* Excludes 8,782,900 shares of common stock held by executive officers, directors and stockholders whose individual ownership exceeds 10% of common stock outstanding on June 30, 2010.
There were 19,169,805 shares of Common Stock, par value $0.001, issued and outstanding as of September 23, 2010 .
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| EXPLANATORY NOTE | |||
| PART III | |||
| Item 11. | Executive Compensation | ||
| Compensation Discussion and Analysis | |||
| Compensation Committee Report | |||
| Compensation Risk Assessment | |||
| Compensation Tables | |||
| PART IV | |||
| Item 15. | Exhibits, Financial Statement Schedules | ||
| INDEX TO EXHIBITS | |||
EXPLANATORY NOTE TO 10K/A
The purposes of this Amendment No. 1 to the Annual Report on Form 10K/A for the fiscal year ended June 30, 2010 (the “Report”) of Shengtai Pharmaceuticals, Inc., a Nevada corporation (the “Company”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2010 (the “Original Filing”), to: (1) amend Part III, Item 11 to revise the Summary Compensation Table and include disclosures on the decrease of base salaries of Mr. Qingtai Liu and Mr. Yongqiang Wang, and (2) update the Exhibit Index and file Exhibits 10.5, 10.6 and 10.7. All other information contained in the Report remains unchanged.
Except for the amendments described above, the information in this Amendment No. 1 has not been updated to reflect events that occurred after September 28, 2010, the filing date of the Original Filing. Accordingly, this Amendment No.1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.
PART III
Item 11. Executive Compensation.
Compensation Discussion and Analysis
We endeavor to provide our “named executive officers,” as defined in Item 402 of Regulation S-K, with a competitive base salary that is in- line with their roles and responsibilities when compared to peer companies of comparable size in the same or similar locality.
It is not uncommon for PRC private corporations in that locality to have base salaries as the sole and only form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to the list of similar positions within comparable peer companies and with consideration of the executive’s relative experience in his or her position. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.
We plan to implement a more comprehensive compensation program, which takes into account other elements of compensation, including without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. This compensation program shall be comparative to our peers in the industry and aimed to retain and attract talented individuals.
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We have formed a Compensation Committee of the Board of Directors comprised solely of independent directors to oversee the compensation of our named executive officers. The members of our Compensation Committee are Fei He (Chairman), Yaojun Liu and Winfred Lee. The Board has determined that all members of the compensation committee are independent directors under the rules of the Nasdaq Stock Market or NYSE Amex, as applicable. The compensation committee administers the Company’s benefit plans, reviews and administers all compensation arrangements for executive officers, and establishes and reviews general policies relating to the compensation and benefits of our officers and employees. The compensation committee operates under a written charter that is made available on the website mentioned above.
Summary Compensation Table
The following is a summary of the compensation we paid for each of the two years ended June 30, 2010, and 2009, respectively (i) to the person who acted as our principal executive officer during our fiscal years ended June 30, 2010 and 2009, and (ii) to the former employee who received compensation in excess of $100,000 for one of these years. None of our other executive officers received compensation in excess of $100,000 for any of these two years.
| Name and Principal Position | Year | Salary($) | Bonus($) | StockAwards($) | Option Awards($) | Non Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($ ) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Qingtai Liu (1) | 2010 | 107,676 | — | — | — | — | — | — | 107,676 | |||||||||||||||||||||||||||
| 2009 | 120,000 | — | — | — | — | — | — | 120,000 | ||||||||||||||||||||||||||||
| Ye Hu (2) | 2010 | 48,831 | — | — | 46,303 | — | — | — | 95,134 | |||||||||||||||||||||||||||
| 2009 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Yiru Shi (3) | 2010 | 57,000 | — | — | — | — | — | — | 57,000 | |||||||||||||||||||||||||||
| 2009 | 108,000 | — | — | — | — | — | — | 108,000 | ||||||||||||||||||||||||||||
| Yongqiang Wang (4) | 2010 | 68,521 | — | — | — | — | — | — | 68,521 | |||||||||||||||||||||||||||
| 2009 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| (1) | Chairman and Chief Executive Officer (Principal Executive Officer). |
| (2) | Mr. Hu Ye joined us as our Chief Financial Officer in March 2010. |
In order to provide additional cash flow to the Company for its operations, both Mr. Liu and Mr. Wang agreed to reduce their salaries to $107,676 and $68,521, respectively, for fiscal year 2010. Messrs Liu and Wang signed addendums to their respective employment agreements to memorialize this agreement.
In the Chief Financial Officer Employment Agreement, the “Employment Agreement,” entered into on March 1, 2010 between the Company and Mr. Hu Ye, the Chief Financial Officer, the Company granted Mr. Hu Ye an option to purchase 300,000 shares of common stock of the Company. The shares vest over 3 years starting March 1, 2010 and terminate on the third anniversary of the date of issuance of this option. The Company valued the shares at $2.60 per share, which represents 130 % of the fair market value being calculated in the private placement price on May 15, 2007. The fair values of stock options granted to the CFO were estimated at the date of grant with the following assumptions:
| Weighted average risk-free interest rate | 2.79 | % | ||
| Expected term | 6.5 years | |||
| Expected volatility | 149 | % | ||
| Expected dividend yield | 0 | % | ||
| Weighted average grant-date fair value per option | $ | 2.60 |
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| (3) | Ms. Yiru Shi joined us as our Chief Financial Officer in May 2008 and resigned in November, 2009. |
| (4) | Mr. Wang was appointed chief financial officer in November 2009 and resigned in March 2010. |
Grants of Plan-Based Awards in Fiscal 2008
On January 4, 2008, the Company adopted “Shengtai Pharmaceutical, Inc. 2007 Stock Incentive Plan,” the “Stock Incentive Plan.”
On May 14, 2008, the Company granted 500,000 stock options and 160,000 non-qualified stock options pursuant to the Stock Incentive Plan. All options have an exercise price of $3.34, which is the closing price on the date of grant, and expire five years after the date of grant. All options vest over a period of three years from the date of grant.
Outstanding Equity Awards at 2010 Fiscal Year End
As of June 30, 2010, there are 685,000 shares of options outstanding.
Equity Compensation Plan Information at June 30, 2010
The following table sets forth information as of June 30, 2010 regarding compensation plans under which the Company’s equity securities are authorized for issuance.
| (a) | (b) | (c) | ||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding equity awards | Weighted-average exercise price of outstanding equity awards($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | |||||||||
Equity compensation plans approved by security holders Shengtai Pharmaceutical, Inc. 2007 Stock Incentive Plan. | — | — | ||||||||||
| Equity compensation plans not approved by security holder s Issuances of non-qualified options to employees | 685,000 | $ | 3.02 | 2,068,700 | ||||||||
| Total | 685,000 | $ | 3.02 | 2,068,700 | ||||||||
Option Exercises and Stock Vested in Fiscal 2010.
There were no option exercises or stock vested in 2010.
Employment Agreements
We have employment agreements with Qingtai, Liu, our chief executive officer, and with Hu Ye, our Chief Financial Officer.
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Compensation of Directors.
Our current non-executive directors are compensated for all services they perform as directors, including attendance at Board of Directors meetings and service as members of committees of the Board of Directors to which they are appointed. Executive officers are not compensated for services they perform as directors of the Company. The details of such compensation are:
| ¨ | annual compensation of $30,000; and |
| ¨ | we may also grant the non-executive directors certain options to purchase our shares, the amount and terms of which shall be determined by the Board of Directors. |
The non-executive directors are also reimbursed for all of their out-of-pocket expenses in traveling to and attending meetings of the Board of Directors and committees on which they would serve.
PART IV
Item 15. Exhibits, Financial Statement Schedules
See Exhibit Index
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the date indicated.
| SHENGTAI PHARMACEUTICAL, INC. | |||
| (Registrant) | |||
| Date: April 9, 2012 | By: | /s/ Qingtai Liu | |
| Qingtai Liu | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| By: | /s/ Yongqiang Wang | ||
| Yongqiang Wang | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Qingtai Liu | Chief Executive Officer (Principal Executive Officer) and Director | April 9, 2012 | ||
| Qingtai Liu | ||||
| /s/ Yongqiang Wang | Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer), and Director | April 9, 2012 | ||
| Yongqiang Wang | ||||
| /s/ Yaojun Liu | Director | April 9, 2012 | ||
| Yaojun Liu | ||||
| /s/ Tao Jin | Director | April 9, 2012 | ||
| Tao Jin | ||||
| /s/ Lawrence Lee | Director | April 9, 2012 | ||
| Lawrence Lee |
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EXHIBIT INDEX
Exhibit No. | Description | ||
| 3.1 | Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on March 10, 2004, as amended to date. [incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-SB filed on September 26, 2005 in commission file number 000-51312] | ||
| 3.2 | Bylaws of the registrant. [incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-SB filed on September 26, 2005 in commission file number 000-51312] | ||
| 4.1 | Form of Warrants to Investors. [incorporated by reference to Exhibit 4.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312] | ||
| 10.1 | Share Exchange Agreement dated May 15, 2007 by and among the Company and Shengtai Holding, Inc. [incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312] | ||
| 10.2 | Share Purchase Agreement dated as of May 15, 2007 between the Company and the Purchasers. [incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312] | ||
| 10.3 | Research and Development Agreement between Hebei University and Technology of the Company, dated December 8, 2010. [incorporated by reference to Exhibit 10.3 to the registrant’s Form 10-K filed on October 6, 2011 in commission file number 000-51312]. | ||
| 10.4 | Employment Agreement between the Company and Qingtai Liu, dated July 8 th , 2009 [incorporated by reference to Exhibit 10.4 to the registrant’s Form 10-K filed on October 6, 2011 in commission file number 000-51312]. | ||
| 10.5 | Employment Agreement between the Company and Yongqiang Wang, dated September 1st, 2009* | ||
| 10.6 | 2010 Addendum between the Company and Qingtai Liu, dated June 30, 2010 * | ||
| 10.7 | 2010 Addendum between the Company and Yongqiang Wang, dated June 30, 2010 * | ||
| 16.1 | Letter dated October 20, 2009 from Moore Stephens Wurth Frazer and Torbet, LLP. [incorporated by reference to Exhibit 16.1 to the registrant’s Form 8-K filed on October 21, 2009 in commission file number 000-51312] | ||
| 21.1 | List of subsidiaries of the registrant [incorporated by reference to Exhibit 21.1 to the registrant’s Form 8-K filed on May 21, 2007 in commission file number 000-51312] | ||
| 23.1 | Consent of Kabani & Company, Inc [incorporated by reference to Exhibit 23.1 to the registrant’s Form 10-K filed on September 28, 2010 in commission file number 000-51312] | ||
| 23.1 | Consent of Frazer Frost, LLP [incorporated by reference to Exhibit 23.1 to the registrant’s Form 10-K filed on September 28, 2010 in commission file number 000-51312] | ||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | ||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | ||
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | ||
* filed herewith
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