- Healthcare
- Social
- Retail
- Main
You are not logged in!
Do you want to login? It's free!
Who do you implu? Create a Free Account!
Attachment 1
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
May 7,
2009
Date of
report (Date of earliest event reported):
American
Dairy, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Utah
|
001-32473
|
90-0208758
|
||
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
Star City
International Building, 10 Jiuxianqiao Road, C-16th Floor
Chaoyang
District, Beijing, China 100016
(Address
of principal executive offices, including Zip Code)
+1 (626)
757-8885
(Registrant’s
Telephone Number, Including Area Code)
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 1.01
Entry into a Material Definitive Agreement.
The
information set forth in Item 5.02 below is incorporated by reference into this
Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 5.02 below is incorporated by reference into this
Item 3.02. All of the recipients of the performance stock options, except for
one, are not U.S. persons (as that term is defined in Regulation S of the
Securities Act of 1933, as amended (the “Securities Act”)), and American Dairy,
Inc. (the “Company”) issued options to acquire 2,040,790 shares of its common
stock to these recipients in offshore transactions not requiring registration
under the Securities Act pursuant to Regulation S. The Company issued
options to acquire 30,000 shares to the remaining recipient in reliance on the
exemption from registration provided by Section 4(2) under the
Securities Act for a transaction by an issuer not involving any public
offering, and in reliance on similar exemptions under applicable state
securities law.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
May 7, 2009, the Compensation Committee of the Board of Directors (the “Board”)
of the Company approved, and recommended that the Board approve, the Company’s
2009 Stock Incentive Plan (the “2009 Plan”). On May 7, 2009, the Board approved
the 2009 Plan. All awards under the 2009 Plan will be subject to
shareholder approval at the Company’s 2009 Annual Meeting of
Shareholders. The Board approved the 2009 Plan in order to permit
grants of certain equity incentives, including incentive stock options,
nonqualified stock options, restricted stock awards, performance stock awards
and other equity-based compensation, to certain employees, directors, officers,
consultants, agents, advisors and independent contractors of the Company and its
subsidiaries. The total number of shares of the Company’s common
stock initially authorized for issuance under the 2009 Plan is 2,000,000 plus
any authorized shares that, as of May 7, 2009, were available for issuance under
the Company’s 2003 Stock Incentive Plan. Shares issued under the 2009
Plan may be drawn from authorized but unissued shares or shares now held or
subsequently acquired by the Company as treasury shares. A form of
the 2009 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by
this reference.
On May 7,
2009, the Compensation Committee of the Board granted new, non-statutory
performance stock options to certain officers and employees of the Company under
the 2009 Plan. In the aggregate, 2,070,790 performance stock options were
granted, each with an exercise price of $16.86. The following table
sets forth the number of performance stock options granted to each of the
Company’s “named executive officers” (as defined by Item 402(m)(2) of Regulation
S-K):
Named
Executive Officer Awards Table
|
Named Executive Officer
|
Number of Performance Stock
Units
|
|||
|
Leng
You-Bin
Chairman, Chief Executive
Officer, President
and
General Manager
|
150,000
|
|||
|
Liu
Hua
Vice Chairman, Secretary and
Treasurer
|
50,000
|
|||
|
Liu
Sheng-Hui
Vice President of Finance,
Feihe Dairy
|
50,000
|
|||
The
performance stock options will vest in two equal tranches on the fourth and
fifth anniversaries of the date such options were granted, provided that
the recipient has met the performance criteria established in accordance with
the 2009 Plan and the option holder continues to be an employee of, or service
provider to, the Company or its subsidiaries at the time of the relevant
vesting dates. If the recipient fails to satisfy the performance
goals related to a vesting date, the shares that would otherwise vest on that
date will be forfeited and cancelled.
The
preceding discussion of the 2009 Plan is qualified by reference to the form of
2009 Plan attached hereto as Exhibit 10.1.
|
Item
9.01
|
Financial
Statements and Exhibits
|
Exhibits.
|
(d)
|
Exhibit
|
Description
|
|
|
10.1
|
Form
of 2009 Stock Incentive Plan and related
agreements
|
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.
|
AMERICAN
DAIRY, INC.
|
|
|
|
|
|
By:
|
/s/ Jonathan H.
Chou
|
|
Jonathan
H. Chou
|
|
|
Chief
Financial Officer
|
|
Date: May
13, 2009
INDEX
TO EXHIBITS
|
Exhibit
|
Description
|
|
|
10.1
|
Form
of 2009 Stock Incentive Plan and related
agreements
|