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 1934
Date of Report (date of earliest event reported): June 23, 2009
YONGYE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Nevada | 333-143314 | 20-8051010 |
(State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
6th Floor, Suite 608, Xue Yuan International Tower,
No. 1 Zhichun Road, Haidian District, Beijing, PRC
(Address Of Principal Executive Offices) (Zip Code)
+86 10 8231 8626
(Registrant’s Telephone Number, Including Area Code)
YONGYE BIOTECHNOLOGY INTERNATIONAL, INC.
(Former Name or Former Address, is Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On June 11, 2009, Yongye International Biotechnology, Inc. (the “Registrant”) caused to be formed a corporation under the laws of the State of Nevada called Yongye International, Inc. (“Merger Sub”) and acquired one hundred of its shares of common stock for cash. As such, Merger Sub became a wholly owned subsidiary of Registrant.
On June 23, 2009, Merger Sub was merged with and into the Registrant. As a result of the merger, the corporate name of the Registrant was changed to “Yongye International, Inc.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger, the separate existence of the Merger Sub ceased. The Registrant was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of the Registrant.
Registrant, as the parent domestic Nevada corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without shareholder approval and effectuate a name change without shareholder approval.
Item 9.01 | Financial Statements and Exhibits | ||
(d) | Exhibit No. | Description | |
2.2 | Articles of Merger with Agreement and Plan of Merger |
2
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.
YONGYE INTERNATIONAL, INC. | |||
By: | /s/ Zishen Wu | ||
Name: | Zishen Wu | ||
Title: | President and CEO | ||
Dated: June 24, 2009 |