- Current report filing (8-K)
September 30 2010 - 4:15PM
Edgar (US Regulatory)
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) September 30, 2010
(September
28, 2010)
NEW
ORIENTAL ENERGY & CHEMICAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33470
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20-1917956
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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Xicheng
Industrial Zone of Luoshan, Xinyang
|
|
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Henan
Province, The People’s Republic of China
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464200
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (86) 27 853 75701
(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 (
see
General
Instruction A.2. below):
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
1.01 Entry into a Material Definitive
Agreement
On
September 28, 2010, New Oriental Energy & Chemical Corp. (the “Company”)
entered into Indebtedness Conversion Agreements with each of Chen Siqiang, Mai
Xiaofu, Wang Guiquan, Zhou Dianchang, Yu Zhiyang and Yang Hongtao (collectively,
the “Holders”) for the conversion of $938,496, $221,239, $132,743, $73,746,
$54,351 and $54,351 of debt, respectively, into shares of common stock of the
Company at a conversion rate of $1.00 per share. The converted debt
consisted of loans used to fund the construction of the Company’s methanol
production facility. The information in Item 3.02 below is included
by reference herein.
The
foregoing description of the principal terms of the Indebtedness Conversion
Agreements with the Holders is a general description only, does not purport to
be complete, and is qualified in its entirety by reference to the terms of the
Indebtedness Conversion Agreements with the Holders attached hereto as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, which are incorporated
herein by this reference.
Item
3.02 Unregistered Sales of Equity
Securities
On
September 28, 2010, the Company entered into Indebtedness Conversion Agreements
with the Holders, pursuant to which the Holders agreed to convert loans to the
Company in the amount of $938,496, $221,239, $132,743, $73,746, $54,351 and
$54,351 of debt, respectively, held by each Holder into shares of common stock
of the Company at a conversion rate of $1.00 per share. The converted
debt consisted of loans used to fund the construction of the Company’s methanol
production facility. The consideration for the issuance of the shares
of common stock of the Company is the cancellation of the debt owed by the
Holders.
The
foregoing description of the principal terms of the Indebtedness Conversion
Agreements with the Holders is a general description only, does not purport to
be complete, and is qualified in its entirety by reference to the terms of the
Indebtedness Conversion Agreements with the Holders attached hereto as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, which are incorporated
herein by this reference.
The
shares of the Company’s common stock were issued to accredited investors in
reliance on exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in
reliance on similar exemptions under applicable state securities
laws.
Item
8.01 Other Events
On
September 30, 2010, the Company issued a press release regarding its entry into
the conversion agreements with the Holders as described above. A copy
of the press release is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Chen
Siqiang.
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|
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10.2
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Mai
Xiaofu.
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10.3
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Wang
Guiquan.
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10.4
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Zhou
Dianchang.
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10.5
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Yu
Zhiyang.
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10.6
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Yang
Hongtao.
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99.1
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Press
Release of New Oriental Energy & Chemical Corp., dated September 30,
2010.
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SIGNATURE
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.
Dated: September
30, 2010
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NEW ORIENTAL
ENERGY &CHEMICAL CORP.
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By:
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/s/
Donglai Li
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Name:
Donglai
Li
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Title:
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Chen Siqiang.
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10.2
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Mai Xiaofu.
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|
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10.3
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Wang Guiquan.
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10.4
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Zhou
Dianchang.
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10.5
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Yu Zhiyang.
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10.6
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Indebtedness
Conversion Agreement, dated as of September 28, 2010, by and between New
Oriental Energy & Chemical Corp. and Yang Hongtao.
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99.1
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Press
Release of New Oriental Energy & Chemical Corp., dated September 30,
2010.
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