Unassociated Document
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): July 14,
2010
Andatee
China Marine Fuel Services Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34608
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80-0445030
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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Dalian
Ganjingzi District, Dalian Wan Lijiacun
Unit
C, No. 68 West Binhai Road, Xigang District Dalian
People’s
Republic of China
(Address
of Principal Executive Office) (Zip Code)
011
(86411) 8360 4683
(Registrant’s
telephone number, including area code)
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:
¨ 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
5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers’ Compensatory
Arrangements of Certain Officers
(e) On
July 14, 2010, the Board of Directors of Andatee China Marine Fuel Services
Corporation, a Delaware corporation (the “Company”), following the review and
recommendation of the Compensation Committee of the Board, approved and adopted
the following changes to the executive and director compensation:
· An Fengbin
(Chief Executive Officer, Chairman of the Board) – (i) to increase CEO’s annual
base salary as set forth in the Employment Agreement by and between the Company
and the CEO (the “Employment Agreement”) from USD$125,000 to $150,000, effective
as of January 1, 2010; (ii) consistent with the terms and provisions of the
Employment Agreement, to award Mr. An a one-time short term variable incentive
pay in the amount of USD$125,000, which represents approximately 1.4% of
the Company’s net income before taxes for the fiscal year ended December 31,
2009, and (iii) to grant Mr. An 100,000 stock options, vesting as
follows: 40,000 options vesting on the date of the grant, 30,000 options – on
the 1st
anniversary of the grant and the remaining 30,000 options – on the 2nd
anniversary of the grant, with an exercise price of $4.27 per share, which was
the closing price of the Company’s stock on July 14, 2010.
· Wen Tong
(Chief Financial Officer, Director) – (i) to increase CFO’s annual base salary
from USD$16,000 to $50,000, effective as of January 1, 2010; and (ii) to grant
Wen Tong 60,000 stock options, vesting in 3 equal annual installments as
follows: 20,000 options vesting on the date of the grant, 20,000 options – on
the 1st
anniversary of the grant and the remaining 20,000 options – on the 2nd
anniversary of the grant, with an exercise price of $4.27 per share, which was
the closing price of the Company’s stock on July 14, 2010.
· Independent
director compensation – (i) to increase the
base retainer fee from USD$12,000 to $15,000 for the Chair of the Audit
Committee and from USD$10,000 to $12,000 for the Chair of the Compensation
Committee and the Nominating Committees, respectively; and (ii) to increase the
annual stock option award to the Chair of the Audit Committee from 11,250 to
15,000 stock options and from 7,500 to 12,000 stock options for the Chair of the
Compensation Committee and the Nominating Committees, respectively. The Board
determined that such changes and grants to be effective as of the first business
day following the date of the 2010 annual meeting of the Company’s shareholders,
which is tentatively scheduled to take place in the fall of 2010.
The Audit
Committee of the Board reviewed and approved the foregoing changes to the
executive and director compensation.
Lead
Independent Director Appointment
The
Board appointed Francis Leong, the Chairman of the Board’s Audit Committee, the
Lead Independent Director of the Board effective immediately. In these
capacities, Mr. Leong will, among other things, preside over meetings of
non-management, independent directors and, with input from other directors,
prepare agendas for these meetings and maintain contact between the Board and
the management of the Company.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
None.
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.
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Andatee
China Marine Fuel Services Corporation
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By:
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/s/ Wen Tong
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Wen
Tong, Chief Financial Officer
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Date: July
15, 2010