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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 14, 2005
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CHINA EVERGREEN ENVIRONMENTAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
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NEVADA 000-26175 88-0409151
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
5/F, GUOWEI BUILDING, 73 XIANLIE MIDDLE ROAD,
GUANGZHOU, GUANGDONG, THE PEOPLE'S REPUBLIC OF CHINA
(Address of principal executive offices)
86-20-8732-7909
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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 obligations of the registrant under any of the
following provisions.
[ ] 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 240.14d-2(b)
[ ] 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)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 14, 2005, the Registrant closed the private placement sale
to accredited investors of units consisting of shares of the Registrant's common
stock and warrants to purchase shares of the Registrant's common stock for
aggregate gross proceeds of $4.83 million.
Pursuant to the subscription agreements entered into with the
investors, the Registrant collectively issued to the investors 161 units at a
price of $30,000 per unit. Each unit consisted of 200,000 shares of the
Registrant's common stock, priced at $0.15 per share, and warrants to purchase
200,000 shares of the Registrant's common stock over a five year period at an
exercise price of $0.20 per share. Pursuant to the terms of the subscription
agreements, the Registrant granted the investors limited registration rights for
all common shares comprising the units, including the common shares issuable on
exercise of the warrants. The private placement closed on September 14, 2005.
The foregoing description of the private placement does not purport to be
complete and is qualified in its entirety by reference to the Subscription
Agreement and the form of Warrant, which are filed as exhibits to this report
and are incorporated herein by reference. The press release describing the
private placement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The securities were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 promulgated thereunder. The
agreements executed in connection with the private placement contain
representations to support the Registrant's reasonable belief that the investors
had access to information concerning the operations and financial condition of
the Registrant, the investors acquired the securities for their own account and
not with a view to the distribution thereof in the absence of an effective
registration statement or an applicable exemption from registration, and that
the investors are accredited investors (as defined by Rule 501 under the
Securities Act). At the time of their issuance, the securities were deemed to be
restricted securities for purposes of the Securities Act, and the certificates
representing the securities will bear legends to that effect.
Westminster Securities Corporation, a broker dealer registered with the
SEC and NASD, acted as placement agent in connection with the private placement
pursuant to a Placement Agent Agreement dated July 18, 2005 between the
Registrant and Westminster. The Registrant agreed to pay Westminster sales
commissions equal to 10% of the gross proceeds, a non-accountable expense
allowance of 3% of the gross proceeds, and reimbursement of all out of pocket
expenses. The Registrant also sold Westminster, for nominal consideration, a
warrant to purchase 12% of all common shares comprising the units sold in the
offering, including those underlying the warrants, at an exercise price equal to
$0.20 per share. The warrants were issued in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act, and Rule 506
promulgated thereunder. At the time of their issuance, the warrants will be
deemed to be restricted securities for purposes of the Securities Act, and the
certificates representing the securities shall bear legends to that effect.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as exhibits to this Current Report on
Form 8-K:
EXHIBIT NO. METHOD OF FILING
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10.1 Form of Subscription Agreement Filed electronically herewith
10.2 Form of Warrant Filed electronically herewith
10.3 Placement Agent Agreement Filed electronically herewith
99.1 Press Release Filed electronically herewith
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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.
September 19, 2005 CHINA EVERGREEN
ENVIRONMENTAL CORP.
/s/ Chong Liang Pu
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Chong Liang Pu,
Chief Executive Officer
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