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
April 30, 2009
(Date of Report)
Domain Registration, Corp.
(Exact name of registrant as specified in its charter)
Nevada 88-0409159
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
P.O. Box 031-088, Shennan Zhong Road, Shenzhen City, P.R. China 518031
(Address of principal executive offices) (Zip Code)
011-86-21-61050200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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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))
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Item 1.01 Entry into a Material Definitive Agreement.
A. Merger Agreement
On April 30 2009, Domain Registration, Corp. (the "Registrant") and its
wholly-owned subsidiary, DOMR Merger Sub, Inc. ("SUB"), entered into an
agreement and plan of merger (the "Merger Agreement") with China Northern
Pharmacy Holding Group Limited ("CNPH"), Li Yang, Yanhua Han, Hong Lin, Zuzhuan
Xu, Chunrong Xiong, Giant Fortune Investment Management Limited, Enhanced Way
Investments Limited, Power Step Investments Limited, Talent Peak Limited and Top
Goal Technology Limited (the "Merger Agreement"). A copy of the Merger Agreement
is being filed as Exhibit 10.1 to this Current Report.
The transaction described in the Merger Agreement is referred to in
this Current Report as the "Merger Transaction." A summary of the Merger
Transaction, as well as the material terms and conditions of the Merger
Agreement, are set forth below, but such summary is qualified in its entirety by
the terms and condition of the Merger Agreement, which are incorporated herein
by reference.
1. The Parties to the Merger Agreement
The Registrant is a "shell company" (as such term is defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")).
CNPH, a British Virgin Island corporation, is a holding company that
acquired all of the outstanding stock of China Northern Pharmacy Holding Group
Limited in Hong Kong ("CNPH HK"). CNPH HK is a corporation formed under the laws
of Hong Kong and a holding company that acquired all of the issued and
outstanding stock of Tonghua Huachen Herbal Planting Company Limited ("HERB")
and Tonghua Shengantang Medical & Pharmacy Company Limited ("PHARMACY") on
November 21, 2008. Li Yang, Yanhua Han, Hong Lin, Zuzhuan Xu, Chunrong Xiong,
Giant Fortune Investment Management Limited, Enhanced Way Investments Limited,
Power Step Investments Limited, Talent Peak Limited and Top Goal Technology
Limited are CNPH's shareholders (the "CNPH Shareholders"). In addition, Li Yang
is the sole director of CNPH.
HERB is engaged in planting, processing and selling herbs (Chinese
Magnolia vine, Ussuriensis Fritillary Bulb, Membranous Milk vetch Root, Chinese
Thorowax Root, Manchurian Wild ginger, Ginseng, Kudzurine Root) in the People's
Republic of China (the "PRC" or "China"). Chinese Magnolia vine fruit is the
fruit of wooden orchid aceae plant and is used for a variety of medicinal
purposes in China.
HERB owns 95 percent of the equity interests of Tonghua Huachen
Pharmaceutical Company Limited ("Huachen"). Huachen is engaged in the sales and
production of herbal products, such as Qiweixiaoke Capsule, Shengan Bujin
Tablets, Tongqiaobiyan Tablets, Huatanpingchuan Tablets, Wujiarongxue Oral
Liquid, and Methocarbamol Capsule. The company is a large-scale high-tech
modernized drug manufacturing enterprise with the national GMP authentication
modernization. It has a sales network covering 28 provinces and cities in the
PRC and distributes products throughout the PRC.
PHARMACY is engaged in drug logistics and distribution in China through
a chain of 383 pharmacy stores in Jilin Province, China, in which it has a 70%
equity interest.
PHARMACY owns 95 percent of the equity interests of Yunnan Silin
Pharmaceutical Company Limited ("SILIN"), which is engaged in the wholesale
distribution of medicine products, chemical agents, antibiotics, biochemistry
drugs and biological preparations to hospitals and pharmacy shops. SILIN's sales
network covers the entire Yunnan Province and Shanghai and Zhejiang areas, and
has established a distribution network for prepared Chinese medicines which
covers Northeast and Southwest China.
2. The Merger Transaction
Pursuant to the Merger Agreement, SUB will be merged with and into
CNPH, with CNPH as the surviving corporation. Following the Merger Transaction,
CNPH will become a wholly owned subsidiary of the Registrant, and in turn, the
Registrant will become the indirect owner of the Chinese operating companies,
HERB and PHARMACY.
3. The Merger Consideration
Pursuant to the terms of the Merger Agreement, in exchange for their
shares in CNPH, the CNPH Shareholders will receive an aggregate of 42,500,000
shares of the Registrant's common stock, to be divided proportionally among the
CNPH Shareholders in accordance with their respective ownership interests in
CNPH.
4. The Merger Agreement
The Merger Agreement contains customary terms and conditions for a
transaction of this type, including representations, warranties and covenants,
as well as provisions describing the merger consideration, the process of
exchanging the consideration and the effect of the merger. The Merger Agreement
contains reciprocal indemnification provisions that provide for indemnification
in the event of a breach of a representation or warranty. The indemnification
provisions survive the closing of the Merger Transaction for 18 months. The
closing of the Merger Agreement is subject to certain customary conditions.
5. Material Relationships
Apart from the aforementioned relationships, there are no material
relationships between the Registrant or its affiliates and any of the parties to
the Merger Agreement, other than in respect of the Merger Agreement.
6. Ancillary Agreements
As part of the Merger Agreement, the Registrant agreed that following
the completion of the Merger Transaction that it will adopt amendments to its
Articles of Incorporation, subject to shareholder approval, to (i) change its
corporate name to "BioPharm Asia Inc."; (ii) authorize the issuance of 10
million shares of "blank-check" preferred stock with such voting powers,
designations, preferences, limitations, restrictions and relative rights as may
be determined by the Board of Directors of the Registrant from time to time in
accordance with the provisions of Chapter 78 of the Nevada Revised Statutes and
(iii) increase the authorized shares of the Registrant's common stock to 150
million, and take whatever actions are required under Chapter 78 of the Nevada
Revised Statutes and the federal securities laws to obtain shareholder approval
and effect the implementation of those amendments.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Agreement and Plan of Merger, dated as of April 30, 2009 among
the Registrant, DOMR Merger Sub, Inc. ("SUB"), China Northern
Pharmacy Holding Group Limited ("CNPH"), Li Yang, Yanhua Han,
Hong Lin, Zuzhuan Xu, Chunrong Xiong, Giant Fortune Investment
Management Limited, Enhanced Way Investments Limited, Power Step
Investments Limited, Talent Peak Limited and Top Goal Technology
Limited
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.
Date: April 30, 2009 DOMAIN REGISTRATION, CORP
/s/ Chunhua Yang
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Chunhua Yang
President & Chief Executive Officer