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): July 18, 2012 |
China Electronics Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | 333-152535 | 98-0550385 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
Building G-08, Guangcai Market, Foziling West Road, Lu’an City, Anhui Province, PRC | 237001 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 011-86-564-3224888
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:
o 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© under the Exchange Act (17 CFR 240.13e-4©)
Item 1.01 Entry into a Material Definitive Agreement
During the period from July 15, 2010 to August 17, 2010 China Electronics Holdings, Inc. (the “Company”) consummated a series of private placements of its common stock and warrants to purchase its common stock. Hunter Wise Securities, LLC acted as the lead placement agent and American Capital Partners, LLC (“ACP”) acted as co-placement agent of the private placement.
In connection with the private placements, the Company agreed to file a registration statement under the Securities Act of 1933, as amended, for the resale of the shares of common stock sold in the private placements and the shares of common stock issuable upon exercise of the warrants sold in the private placements (the “Resale Registration Statement”) and agreed to pay the investors specified amounts as liquidated damages if it failed to file the Resale Registration Statement, or if the Resale Registration Statement was not declared effective, within specified periods of time.
On July 18, 2012, the Company entered into an Amended and Restated Settlement Agreement (the “Amended Settlement Agreement”) with ACP, as representative of the investors named therein, and certain individual investors in settlement of certain claims for liquidated damages arising from the Company’s failure to timely file and prosecute to effectiveness the Resale Registration Statement. The Amended Settlement Agreement is intended to amend, restate and replace, in its entirety, the original settlement agreement by and between the Company and ACP dated December 6, 2011. The Amended Settlement Agreement has been filed as exhibit 10.1 to the original Form 8-K filed with the SEC on August 8, 2012.
As of October 31, 2012, the Company had paid $262,500 in liquidated damages in full in complete satisfaction of such claims to an escrow agent who has disbursed the funds to the investors in installments with a final payment before October 31, 2012, against receipt of a release from ACP and the investors of all claims for liquidated damages under the subscription agreements entered into in connection with the private placements and a waiver by ACP and the investors of any registration rights, or other right to receive damages or otherwise declare an event of default, under those subscription agreements.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned hereunto duly authorized.
CHINA ELECTRONICS HOLDINGS, INC. | |||
Date: November 7, 2012 | By: | /s/ Hailong Liu__________________ | |
Name: Hailong Liu | |||
President, Chief Executive Officer and | |||
Chief Financial Officer |