UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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
28, 2008
NF
ENERGY SAVING CORPORATION OF AMERICA
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-50155
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02-0563302
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|
(State
or other
jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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21
- Jia Bei Si Dong Road, Tie Xi Qu
Shenyang,
P.R. China 110021
(Address
of principal executive offices, including zip code)
(8624)
2560-9750
(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:
[ ]
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))
Item
1.01 Entry into a Material Definitive Agreement.
See
Item
3.02 Unregistered Sales of Equity Securities.
Item
3.02 Unregistered Sales of Equity Securities.
During
January 2008, NF Energy Saving Corp. of America, a Delaware corporation
(“Company”), borrowed an aggregate of $2,000,000 from two independent investors.
The loans were made on a demand, interest free basis, on the condition that
the
principal would be converted into common equity. The parties have completed
negotiations of a Securities Purchase Agreement, dated April 28, 2008, for
the
issuance of an aggregate of 6,645,376 shares of common stock, at an equivalent
per share price of $$0.30096, of “restricted stock”, without registration
rights, on conversion of the loans. The investors are South World Ltd. and
Oriental United Resources Ltd., each a company established under the laws of
the
British Virgin Islands (together the “Investors”), each of which Investor
acquired one half of the above securities, or 3,322,688 shares. As a result
of
the issuance of the shares, each of the investors owns 8.333% of the issued
and
outstanding common stock of the Company.
The
proceeds of the loans have been used and will continue to be used for working
capital.
The
Securities Purchase Agreement is among the Company, the two Investors, and
the
following four persons as guarantors, Mr. Gang Li, Ms. Lihua Wang, Pelaria
International Ltd. (“Pelaria”), and Cloverbay International Ltd. (“Cloverbay”)
(collectively the four persons are the “Guarantors”). Each of Mr. Li and Ms.
Wang are officers and shareholders of the Company and each of Pelaria and
Cloverbay are shareholders of the Company.
The
Company made the representations and warranties typical in a stock investment
agreement for the benefit of the Investors concerning its business, financial
condition and operations. The Company also entered into various covenants with
the Investors, including its (i) obtaining a listing on a United States stock
exchange not later than December 31, 2009, (ii) developing a step by step energy
saving and emission reduction business plan as a products and service provider
in consultation with the Investors, (iii) limiting business arrangements with
affiliates, and (iv) establishing good corporate governance and seeking good
financial development.
Under
the
Securities Purchase Agreement, the guarantors made the same representations
and
warranties as the Company and joined in the covenants. The guarantee is general
as to scope but limited in amount to the value of the investment made by the
Investors. In addition, if the Company does not have the common stock listed
on
an exchange in the United States by December 31, 2009, the Guarantors have
agreed to buy back from the Investors all of the common stock held by the
Investors acquired under the Securities Purchase Agreement, at a price that
provides a 10% rate of return on investment until the date of repurchase. The
Guarantors have also agreed to transfer additional shares of common stock to
the
Investors if the Company’s audited after tax target net income (“ATTNI”) is
below certain amounts. The formula to calculate the percentage of the number
of
shares owned by the Guarantors to be transferred is: (Investor’s percentage of
stock ownership) times [1 minus (actual net income) divided by (ATTNI)]. The
target amounts for the Company’s ATNI are $2,000,000 for FY 2007, $4,000,000 for
FY 2008 and $8,000,000 for FY 2009.
The
Company issued the shares of common stock in reliance on the exemption from
the
registration requirements provided by Section 4(2) of the Securities Act of
1933, on the basis of the Investors’ net worth, sophistication and ability to
evaluate the investment, and to hold the shares as restricted stock.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
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10.1
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Form
of Securities Purchase Agreement among NF Energy Saving Corporation
of
America, South World Ltd. (investor), Oriental United Resources Ltd.
(investor), Mr. Gang Li (guarantor), Ms. Lihua Wang (guarantor),
Pelaria
International Ltd. (guarantor), and Cloverbay International Ltd.
(guarantor)
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Signature(s)
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.
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NF
Energy Saving
Corp. of America |
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| Date: April
30, 2008 |
By: |
/S/
Gang
Li |
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Gang
Li,
Chairman,
President and Chief Executive Officer
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