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) January 3, 2011
(December 30, 2010)
ORSUS XELENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-33456 (Commission File Number) | 20-1198142 (IRS Employer Identification No.) |
29TH Floor, Tower B, Chaowai MEN Office Building
26 Chaowai Street, Chaoyang Disc.
Beijing, People’s Republic of China 100020
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 86-10-85653777
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
Three proposals were submitted to a vote of, and were approved by, the stockholders of Orsus Xelent Technologies, Inc. (the “Company”) at the 2010 annual meeting of stockholders, which was held on December 30, 2010. The first proposal was for the election of five nominees to serve as directors of the Company until the end of their respective terms. The second proposal was to approve an amendment to the Company’s certificate of incorporation to implement a reverse stock split of the Company’s issued and outstanding common stock at an exchange ratio of up to one (1) for thirty (30). The third proposal was to ratify the appointment of Kabani & Company, Inc. as the Company’s independent registered public accountants for the fiscal year 2010. Additional information about the proposals can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2010.
Of the 30,256,000 shares of stock issued and outstanding and entitled to vote at the annual meeting, 23,135,125 shares were represented in person or by proxy, which constituted approximately 76.46% of the total votes entitled to be cast at the meeting. Each share of common stock outstanding is entitled to one vote.
Proposal 1 – Election of Directors
The voting results for the election of Directors were as follows:
| | | Number of | | | Number of | |
| | | Shares Voted for | | | Shares Withheld | |
| | | | | | | | | |
| Guoji Liu | | | 12,640,168 | | | | 234,623 | |
| Liu Yu | | | 12,620,694 | | | | 254,097 | |
| Naizhong Che | | | 12,617,918 | | | | 256,873 | |
| Guowei Zhang | | | 12,611,068 | | | | 263,723 | |
| Changhui Guo | | | 12,611,668 | | | | 263,123 | |
There were no votes against any nominee. There were 10,260,334 broker non-votes for this proposal.
Proposal 2 – Approval of an Amendment to the Certificate of Incorporation to Implement a Reverse Stock Split
The voting results for the approval of an amendment to the certificate of incorporation to implement a reverse stock split were as follows:
| For: 21,245,730 | Against: 1,785,973 | Abstain: 103,422 |
There were no broker non-votes for this proposal.
Proposal 3 – Ratification of the Appointment of Kabani & Company, Inc.
The voting results for the ratification of the appointment of Kabani & Company, Inc. to serve as the Company’s independent registered public accountants for the fiscal year 2010 were as follows:
| For: 20,924,687 | Against: 935,861 | Abstain: 1,274,577 |
There were no broker non-votes for this proposal.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release of Orsus Xelent Technologies, Inc., dated January 3, 2011. |
SIGNATURE
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.
Dated: January 3, 2011
| ORSUS XELENT TECHNOLOGIES, INC. |
| | |
| By: | /s/ Hua Chen |
| Name: | Hua Chen |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release of Orsus Xelent Technologies, Inc., dated January 3, 2011. |
