Asia Time Corp - Current report filing (8-K)
April 24 2008 - 4:01PM
Edgar (US Regulatory)
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): April 21, 2008
ASIA
TIME CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
000-51981
|
20-4062619
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
Room
1601-1604, 16/F., CRE Centre
889
Cheung Sha Wan Road, Kowloon, Hong Kong
|
N/A
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
|
Registrant’s
telephone number, including area code:
|
(852)-23100101
|
|
|
N/A
(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:
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
5.02
|
Departure
of Directors or Certain officers; Election of directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
April
21, 2008, Asia Time Corporation (the “Company”) appointed King Wai Lin, 41, as
the Company’s new Chief Financial Officer. Mr. Lin is a Certified Public
Accountant in Hong Kong and prior to his appointment as an executive officer
of
the Company, he served as a sole proprietor of accounting services. From 2003
to
2006, Mr. Lin served as a Senior Manager of Hong Kong Great Wall Certified
Public Accountant Limited, where he was responsible for tax compliance and
planning, insurance company audits, U.S. initial public offerings (“IPOs”) and
due diligence for mergers and acquisitions in China. Prior to that, he served
as
a Manager at Moores Rowland form 2001 to 2003
where
he
was in charge of audit advisory for companies listed on the Hong Kong stock
exchange, including Hong Kong IPOs. Mr. Lin also served in senior financial
roles at Deloitte Touche Tohmatsu from 1997 to 2001, and private accounting
firms Kwan Wong Tan & Fong CPA from 1992 to 1997 and Li Tan Chen CPA from
1989 to 1992. Mr. Lin received a Certificate of Accountancy in 1991 from the
Kwai Chung Vocational Institute. Mr. Lin is a practicing member of the Hong
Kong
Institute of Certified Public Accountants, a member of the Chartered Association
of Certified Accountants and a member of the Hong Kong Taxation Association.
There
is
no family relationship between Mr. Lin and any director, executive officer,
or
person nominated or chosen by the Company to become a director or executive
officer. There are no transactions between the Company and Mr. Lin or any member
of Mr. Lin’s immediate family of the type set forth in Item 404 of Regulation
S-K.
On
April
21, 2008 the Company and Mr. Lin executed an Employment Agreement (the
“Agreement”) in connection with Mr. Lin’s employment as the Company’s Chief
Financial Officer. The Agreement is effective as of April 21, 2008 and continues
in effect until terminated by Mr. Lin or the Company as provided in the
Agreement. Pursuant to the Agreement, Mr. Lin will receive a monthly base salary
of HK$80,000, or approximately USD $10,264. Further, after a two-month probation
period, Mr. Lin will be eligible for a discretionary annual bonus and to receive
paid vacation and other benefits made available to other Company employees,
such
as paid holidays and paid sick leave.
During
the two-month probation period, the Agreement may be terminated by the Company
with not less than one month’s written notice or payment of one months’ base
salary in lieu thereof or by Mr. Lin with not less than one month’s written
notice. After the probation period, the Agreement may be terminated by the
Company with not less than four month’s written notice or payment of four
months’ base salary in lieu thereof or by Mr. Lin with not less than four
month’s written notice. The Agreement may be terminated immediately, without
Company prior notice or payment in lieu of notice if at any time Mr. Lin (i)
is
guilty of dishonesty, theft, fraud, or habitually neglecting his duties; (ii)
does anything detrimental to the Company’s business; (iii) materially breaches
any of the Company’s regulations; or (iv) willfully disobeys a lawful and
reasonable order. Upon termination of the Agreement, Mr. Lin may not work for
any of the Company’s suppliers or clients for a period of 12 months after his
termination.
In
connection with the Agreement, Mr. Lin executed a Confidentiality Agreement
effective as of April 21, 2008. Pursuant to the Confidentiality Agreement,
Mr.
Lin may not, without prior approval, engage in the conduct of any business
or
have any financial interest in any other business (other than as a holder of
not
more than 5% of the issued shares or debentures of any company listed on any
recognized stock exchange) which (i) competes or may compete with the Company’s
business; (ii) could jeopardize the Company’s reputation; or (iii) interfere
with Mr. Lin’s performance of his duties to the Company. Additionally, Mr. Lin
may not, for a period of twelve months after the termination of his employment
with the Company, engage in or be interested in (other than as a holder of
not
more than 5% of the issued shares or debentures of any company listed on any
recognized stock exchange), any business which is in direct competition with
the
business of the Company, subject to certain exceptions. Additionally, Mr. Lin
may not for a period 12 months after the termination of his employment with
the
Company, within Hong Kong, or in any other country where the Company has
transacted business, solicit or entice away employees, customers or clients
of
the Company or employ or use the services of any employee or consultant to
the
Company.
The
foregoing descriptions of the Agreement and the Confidentiality Agreement are
qualified in their entirety by reference to the full text of the Employment
Agreement and Confidentiality Agreement, copies of which are attached hereto
as
Exhibits 10.1 and 10.2, respectively, and incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
|
|
Description
|
10.1
|
|
Employment
Agreement by and between King Wai Lin and the Company dated April
21,
2008.
|
10.2
|
|
Confidential
Agreement by and between King Wai Lin and the Company dated April
21,
2008.
|
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
24, 2008
|
ASIA
TIME CORPORATION
|
|
|
|
|
|
|
|
|
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By:
|
/s/
Kwong Kai Shun
|
|
|
Name
|
Kwong
Kai
Shun
|
|
Title:
|
Chief Executive Officer, Chief Financial
Officer
and Chairman of the
Board
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
10.1
|
|
Employment
Agreement by and between King Wai Lin and the Company dated April
21,
2008.
|
10.2
|
|
Confidential
Agreement by and between King Wai Lin and the Company dated April
21,
2008.
|
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