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): August 15, 2007
China 3C Group
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
000-28767 88-0403070
(Commission File Number) (IRS Employer Identification No.)
368 HuShu Nan Road
HangZhou City, Zhejiang Province, China
(Address of principal executive offices and zip code)
086-0571-88381700
(Registrant's telephone number including area code)
(Former Name and Former Address)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(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))
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Form 8-K that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about the Registrant's expectations,
beliefs, intentions or strategies for the future, which are indicated by words
or phrases such as "anticipate," "expect," "intend," "plan," "will," "the
Registrant believes," "management believes" and similar words or phrases. The
forward-looking statements are based on the Registrant's current expectations
and are subject to certain risks, uncertainties and assumptions. The
Registrant's actual results could differ materially from results anticipated in
these forward-looking statements. All forward-looking statements included in
this document are based on information available to the Registrant on the date
hereof, and the Registrant assumes no obligation to update any such
forward-looking statements.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On July 13, 2007, China 3C Group (the "Company") entered into the
Securities Purchase Agreement (the "Purchase Agreement") with certain investors
(the "Investors") for the sale of an aggregate of 2,095,714 shares of the
Company's common stock, $.001 par value per share (the "Shares") and at a
purchase price of $5.60 per Share for an aggregate purchase price equal to
approximately $11.74 million in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Transaction"). On August 15, 2007, the
Company received notice from one Investor that it had exercised its right to
terminate its obligations under the Purchase Agreement and not participate in
the Transaction. As of September 5, 2007, the Company had received notices from
the remaining Investors that they had also exercised their rights to terminate
their respective obligations under the Purchase Agreement and not participate in
the Transaction.
This current report on Form 8-K does not constitute an offer to sell, nor
is it a solicitation of an offer to buy, the Company's securities.
ITEM 8.01 OTHER EVENTS.
Management of the Company recently reviewed the structure of Capital Future
Developments Limited - BVI ("Capital"), the Company's wholly owned subsidiary,
and Zhejiang Yong Xin Digital Technology Co., Ltd. ("Zhejiang"), Yiwu Yong Xin
Communication Ltd. ("Yiwu"), Hangzhou Wandga Electronics Co., Ltd. ("Wang Da"),
Shanghai Joy & Harmony Electronics Company Limited ("Joy & Harmony") and
Hangzhou Sanhe Electronic Technology, Limited ("Sanhe"), the Company's direct
and indirect subsidiaries. As a result of this review and in order to comply
fully with certain laws of the People's Republic of China relating to the direct
ownership of certain subsidiaries, management of the Company determined that
certain of its subsidiaries were required to enter into restructuring agreements
(the "Restructuring").
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As a result of the Restructuring, instead of Capital owning 100% of the
issued and outstanding equity of Zhejiang Yong Xin Digital Technology Co., Ltd.
("Zhejiang") as previously disclosed in the Company's annual and quarterly
reports, Capital has entered certain contractual arrangements with Zhejiang
whereby Capital owns a 100% interest in the revenues of Zhejiang. The Company
does not have an equity interest in Zhejiang, but enjoys all the economic
benefits of the company through a series of contractual arrangements. Copies of
these agreements are attached as exhibits 10.1 through 10.5 hereto.
The Company does not expect this restructuring to have a material effect on
its financial statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
10.1 Consulting Agreement dated as of November 1, 2005 between
Capital Development Limited and Zhejiang Yong Xing Digital
Technology Co., Ltd.
10.2 Operating Agreement dated as of November 1, 2005 between
Capital Development Limited and Zhejiang Yong Xing Digital
Technology Co., Ltd.
10.3 Proxy and Voting Agreement dated as of November 1, 2005
between Capital Development Limited and Zhejiang Yong Xing
Digital Technology Co., Ltd.
10.4 Option Agreement dated as of November 1, 2005 between Capital
Development Limited and Zhejiang Yong Xing Digital Technology
Co., Ltd.
10.5 Equity Pledge Agreement dated as of November 1, 2005 between
Capital Development Limited and Zhejiang Yong Xing Digital
Technology Co., Ltd.
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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.
CHINA 3C GROUP
By: /s/ Zhenggang Wang
--------------------------------
Name: Zhenggang Wang
Title: Chief Executive Officer
Dated: September 10, 2007
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