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): February 16, 2006
ZHONGPIN INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 333-112111 54-2100419
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
21 CHANGSHE ROAD, CHANGGE. HENAN PROVINCE, PRC
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) 011 86 374-6216633
U.S. Contact: c/o DeHeng Chen Chan LLC, 225 Broadway, Suite 1910, New York, NY,
tel: (212) 608-6500, Attention: Wesley J. Paul, Esq.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 28, 2006, we received all of the signatures of the parties to an
amendment agreement (the "Amendment"), which became effective as of February 21,
2006. We entered into the Amendment with Falcon Link Investment Limited, our
wholly-owned subsidiary ("Falcon Link"), D.H. Vermoegensverwaltung-und
Beteiligungsgellschaft and the purchasers named therein.
The parties entered into the Amendment to amend the schedule of investors to the
Securities Purchase Agreement, dated as of January 30, 2006, by and among us,
Falcon Link and the purchasers named therein (the "Purchase Agreement") and to
the Registration Rights Agreement, dated as of January 30, 2006, by and among us
and the investors named therein (the "Registration Rights Agreement"). The
schedules of investors to these agreements were amended to reflect the
cancellation by one of the purchasers of its investment in shares of our
preferred stock under the Purchase Agreement and the purchase by new and
existing purchasers of those shares of preferred stock. The canceling purchaser
did not delivered its purchase price for the shares to the escrow agent. The
purchase of the shares of preferred stock by the new and existing investors was
made subject to the terms of the Purchase Agreement, and the Amendment made the
new investors party to the Purchase Agreement and to the Registration Rights
Agreement.
In connection with the Amendment, we entered into an Amendment to Escrow
Agreement, dated as of February 21, 2006, by and among Law Debenture Trust
Company of New York and the stockholders named therein. The Amendment to the
Escrow Agreement amended the Schedule B to the original Escrow Agreement to
reflect the change in investors pursuant to the Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ZHONGPIN INC.
Dated: March 6, 2006 By: /s/ XIANFU ZHU
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Name: XIANFU ZHU
Title: CEO and Chairman