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):
June 26, 2015
SUTOR
TECHNOLOGY GROUP LIMITED
(Exact
name of registrant as specified in its charter)
Nevada |
001-33959 |
87-0578370 |
(State of Incorporation) |
(Commission File No.) |
(IRS Employer ID No.) |
No. 8, Huaye Road
Dongbang Industrial Park
Changshu, China 215534
(Address of Principal Executive Offices)
(86) 512-52680988
Registrant’s Telephone Number, Including
Area Code:
(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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR.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))
Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.03 and 8.01 below is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Sutor Technology Group Limited (the “Company”) has
filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”)
with the Secretary of State of the State of Nevada to effect a one-for-five (1-for-5) reverse stock split (the “Reverse Split”)
of the authorized and issued and outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Common
Stock”). Pursuant to the Certificate of Change, the Reverse Split became effective at 5:00 a.m. Pacific Daylight Time on
June 26, 2015 (the “Effective Time”).
The Reverse Split was duly approved by the Board of Directors
of the Company without shareholder approval, in accordance with the authority conferred by Section 78.207 of the Nevada Revised
Statutes. At the Effective Time, the Company’s Articles of Incorporation was also amended and the authorized number of shares
of the Company’s Common Stock was accordingly decreased from five hundred million (500,000,000) shares to one hundred million
(100,000,000) shares.
Pursuant to the Certificate of Change, holders of the Company’s
Common Stock will be deemed to hold one (1) post-split share of the Company’s Common Stock for every five (5) shares of the
Company’s issued and outstanding Common Stock held immediately prior to the Effective Time. No fractional shares of the Company’s
Common Stock will be issued in connection with the Reverse Split. Stockholders who are entitled to a fractional post-split share
will receive in lieu thereof one (1) whole post-split share. Following the Reverse Split, each stockholder’s percentage ownership
and proportional voting power in the Company will remain unchanged, with the exception of minor changes and adjustments resultling
from rounding up of fractional shares.
Item 8.01. Other Events.
At the market opening on June 26, 2015, the Company’s
Common Stock began trading on the NASDAQ Stock Market on a split-adjusted basis under a new CUSIP number 869362202. In addition,
the Company’s Common Stock is trading under a new symbol “TOR.”
On June 26, 2015, the Company issued a press release announcing
the Reverse Split and the change of trading symbol. A copy of the press release is attached as Exhibit 99.1 to this Current Report
and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit |
|
Description |
3.1 |
|
Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015 |
99.1 |
|
Press release, dated June 26, 2015 |
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.
Sutor Technology Group Limited |
|
Date: June 26, 2015 |
|
/s/ Lifang Chen |
|
Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
|
Description |
3.1 |
|
Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015 |
99.1 |
|
Press release, dated June 26, 2015 |
Exhibit 3.1
Exhibit 99.1
Sutor
Announces One-For-Five Reverse Stock Split
and Change
of Trading Symbol
CHANGSHU, China, June 26, 2015 -- Sutor
Technology Group Limited (the "Company" or "Sutor") (Nasdaq: SUTR), one of the leading China-based manufacturers
and service providers for fine finished steel products used by a variety of downstream applications, today announced that it has
filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Nevada Secretary of State to effect
a one-for-five (1-for-5) reverse stock split of the authorized and issued and outstanding shares of common stock, par value $0.001
per share, of the Company (“Common Stock”). The reverse stock split will be effective at the market opening on June
26, 2015, at which time the Company’s Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis.
At the same time, the Company’s Common Stock will trade under the new symbol “TOR” and under a new CUSIP number
869362202.
The Company is implementing the reverse
stock split to regain compliance with NASDAQ continued listing standards. Following the reverse stock split the Company will have
approximately 8.5 million shares of Common Stock issued and outstanding, and each stockholder’s percentage ownership and
proportional voting power in the Company will remain unchanged. In addition, the number of total authorized shares of Common Stock
will be reduced to 100 million shares. The Company values maintaining a presence in the American capital markets. Based on the
long-term interests of shareholders and in conjunction with Company’s business transformation and upgrading and its goal
of enhanced brand recognition, the Company is implementing the reverse stock split and changing trading symbol.
For further information regarding the
reverse stock split and trading symbol change, please refer to the Company’s Form 8-K to be filed with the Securities and
Exchange Commission and available on the SEC website at http://www.sec.gov following effectiveness
of the reverse stock split.
About Sutor Technology Group Ltd
Sutor is one of the leading China-based
manufacturers and service providers for high-end fine finished steel products and welded steel pipes used by a variety of downstream
applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured by
third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled
steel, cold-rolled steel and welded steel pipe products. The Company also provides fee-based steel processing services to customers,
including industrial peers. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.
Forward-Looking Statements
This press release includes certain statements
that are not descriptions of historical facts, but are “forward-looking statements” in nature within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial
performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market
for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions
or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance
and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed
or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned
in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended June 30, 2014, and other risks mentioned
in our other reports filed with the Securities Exchange Commission (“SEC”). Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov. The words "believe,"
"expect," "anticipate," "project," "targets," "optimistic," "intend,"
"aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other
than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation
and does not intend to update any forward-looking statements, except as required by law.
For more information, please contact:
Investor Relations
Sutor Technology Group Limited
Tel: +86-512-5268-0988
Email: investor_relations@sutorcn.com
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