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): June 26, 2006
Ever-Glory International Group, Inc.
(Exact name of registrant as specified in its charter)
Florida | 000-28806 | 65-0420146 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
17870 Castleton Street, #335, City of Industry, CA | 91748 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (626) 839-9116
(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):
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(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On June 26, 2006, Registrant, through its wholly owned subsidiary, Perfect Dream Ltd, a British Virgin Islands corporation (“Perfect Dream”) entered into an Agreement for the Purchase and Sale of Stock (the “Agreement”) with Ever-Glory Enterprises (HK) Ltd, a Hong Kong corporation (“Seller”) pursuant to which Registrant has agreed to acquire and Seller has agreed to sell all of the Seller’s interest in Nanjing Catch-Luck Garments Co, Ltd, a Chinese limited liability company (“Catch-Luck”) (“Transaction”). The Seller owns 100% of the total capital of Catch-Luck.
Pursuant to the terms of the Agreement, Registrant or Perfect Dream shall pay Seller an amount in Renminbi (“RMB”) equal to USD600,000 within 90 days of the closing of the Transaction (the “Cash Purchase Price”) and Registrant will issue to Seller an amount in Registrant’s common stock equal to USD9.4 million within 90 days of the closing of the Transaction (the “Stock Purchase Price”). The number of shares of common stock to be delivered to Seller in satisfaction of the Stock Purchase Price shall be calculated based on the fair market value of Registrant’s common stock based on the preceding 30-day average of the high bid and the low ask price for Registrant’s common stock as quoted on the Over-the-Counter Bulletin Board as of the date of the closing. The Transaction is expected to close approximately within 30 days after the statement is filed, subject to certain closing conditions.
Seller is owned 100% by Registrant’s President and Chairman of the Board, Kang Yihua. In addition, a majority of the directors of the Registrant are either shareholders, officers or directors of Seller or its affiliates. Seller and Registrant have received an opinion as to the fairness of the transaction from Savills Valuation and Professional Services Ltd, dated March 7, 2006. The board has been fully informed of the interests of each of the directors, including Mr. Kang, in the Seller. The board has conditioned consummation of the transactions contemplated by the Agreement on approval thereof by a majority of the disinterested shareholders (“Consenting Shareholders”) of the Registrant in accordance with the provisions of section 607.0832 of the Florida Business Organizations Code. Non of the Consenting Shareholders have any interest in Seller or its affiliates.
The transaction is subject to certain conditions which are customary in such transactions.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
_______________________________________________________________________
2.1 Agreement for the Purchase and Sale of Stock dated June 26, 2006
COMPANY CONTACT:
Sarah Liu
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.
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EVER-GLORY INTERNATIONAL GROUP, INC. |
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/s/ Kang Yihua |
Kang Yihua Chief Executive Officer and President |
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Date: June 27, 2006 |