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): January 21, 2011 (January 16,
2011)
CHINA-BIOTICS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
333-110733
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98-0393071
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No.
26, Orient Global Headquarter
Lane
118, Yonghe Road
Zhabei
District, Shanghai 200072
People’s
Republic of China
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(86 21) 5834 9748
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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2010 Equity
Incentive Plan
On
January 16, 2011, the Board of Directors (the “
Board
”) of
China-Biotics, Inc. (the “
Company
”), on the
recommendation of the Company’s Compensation Committee, authorized and approved
the 2010 Equity Incentive Plan (the “
Plan
”). The
purpose of the Plan is to retain the services of Eligible Recipients, to secure
and retain the services of new Eligible Recipients, and to provide incentives
for Eligible Recipients to exert maximum efforts for the success of the
Company. An “
Eligible Recipient
”
means any employee, director, or consultant of the Company, or employee,
director, or consultant of a parent or subsidiary of the Company.
Awards
under the Plan may be in the form of (i) incentive stock options; (ii)
nonstatutory stock options; (iii) restricted stock grants; (iv) restricted stock
unit grants; and (v) stock appreciation rights (each, a “
Stock Award
” and
collectively, “
Stock
Awards
”).
The Plan
will be administered by the Board or a committee (the “
Administrator
”). Subject
to the terms of the Plan, the Administrator will have the sole discretion to (i)
determine which Eligible Recipients will be granted Stock Awards; (ii) determine
the terms and conditions of Stock Awards, including, without limitation, the
number of shares subject to an award, vesting criteria, performance conditions,
and the manner of exercise; (iii) construe and interpret the Plan and any
Stock Awards granted under the Plan; (iv) subject to the terms of the Plan,
amend the Plan or any Stock Award; and (v) exercise such powers and perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company that are not in conflict with the provisions of the
Plan.
A total
of 1,500,000 shares of common stock are available for issuance under the
Plan. The shares may be unissued or reacquired shares, bought on the
market or otherwise. If any Stock Award granted under the Plan
expires or otherwise terminates without having been exercised in full, or if any
shares of common stock issued pursuant to a Stock Award granted under the Plan
are forfeited or repurchased by the Company, including, but not limited to, any
repurchase or forfeiture caused by the failure to meet a contingency or
condition required for the vesting or exercise of such shares, then any such
expired, terminated, repurchased, or forfeited shares will become available for
issuance under the Plan. In no event will an Eligible Recipient
receive a Stock Award during any one calendar year covering in the aggregate
more than 500,000 shares of common stock.
Incentive
stock options may be granted only to Employees of the Company, as that term is
defined in the Plan. Incentive stock options granted under the Plan
are intended to qualify as “incentive stock options” under Section 422 of the
Internal Revenue Code (the “
Code
”). To
qualify as “incentive stock options” under Section 422 of the Code, however, the
Plan must be approved by the Company’s stockholders within 12 months of its
adoption by the Board. To the extent that the aggregate fair market
value of common stock (determined at the time of grant) with respect to which
incentive stock options are exercisable for the first time by an optionholder
during any calendar year exceeds $100,000, the options or portions thereof that
exceed such limit (according to the order in which the options were granted)
will be treated as non-statutory stock options. The Company intends
to seek stockholder approval of the Plan at the 2010 Annual Meeting of
Stockholders, which is to be held on March 9, 2011 (the “
Annual
Meeting
”).
Awards of restricted stock or
restricted stock units granted pursuant to the Plan that are intended to qualify
as performance-based compensation under Section 162(m) of the Code will be
subject to the attainment of performance goals relating to performance criteria
selected by the Board.
The Administrator may suspend or
terminate the Plan at any time. Unless sooner terminated by the
Administrator, the Plan will terminate on the day before the 10th anniversary of
the date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is later. No stock award may be granted under the
Plan while the Plan is suspended or after it is
terminated. Suspension or termination of the Plan will not impair the
rights and obligations under any Stock Award granted while the Plan is in
effect, except with the written consent of the participant.
The summary of the terms and conditions
of the Plan contained in this Current Report is qualified in its entirety by
reference to the full text of the Plan, which the Company plans to file as an
exhibit to the Registration Statement on Form S-8.
Employment
Agreement with Mr. Travis Cai, Chief Financial Officer
On
January 16, 2011 (the “
Grant Date
”), the
Company entered into a written employment agreement (the “
Employment
Agreement
”) with Mr. Travis Cai, who was appointed as the Chief Financial
Officer of the Company on January 22, 2010. As agreed at the time Mr.
Cai commenced his employment with the Company, Mr. Cai will receive a base
salary of $150,000 per year and options to purchase 150,000 shares of the
Company’s common stock (the “
Cai
Options
”).
The Cai
Options shall vest over four 12-month periods in a series of 48
successive monthly installments on the last day of each month (beginning with
the calendar month including the Grant Date) as follows: During the first
12-month period, the Cai Options will vest in equal installments such that on
the one-year anniversary of the Grant Date, 20% of the Cai Options shall be
fully vested. During the second 12-month period, the Cai Options will vest
in equal installments such that on the two-year anniversary of the Grant
Date, an additional 20% of the Cai Options shall be fully vested.
During the third 12-month period, the Cai Options will vest in equal
installments such that on the three-year anniversary of the Grant Date, an
additional 30% of the Cai Options shall be fully vested. During the
fourth 12-month period, the Cai Options will vest in equal installments such
that on the four-year anniversary of the Grant Date, an additional 30% of the
Cai Options shall be fully vested (the “
Vesting Schedule
”);
provided, however, that the Cai Options shall become exercisable only upon
stockholder approval of the Plan at the Annual Meeting. The
exercise price of each of the Cai Options is $14.81 per share (the “
Exercise Price
”),
which is equal to the weighted average closing price per share of the Company’s
common stock on the NASDAQ Stock Exchange over the most recent two-week period
prior to the Grant Date.
In
addition, the Employment Agreement requires, as a condition to Mr. Cai’s
employment, that Mr. Cai enter into a Confidential Information and Inventions
Agreement with the Company.
This
description of the Employment Agreement contained in this Current Report is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report and is
incorporated herein by reference.
Grant
of Stock Options to Mr. Song Jinan, Chief Executive Officer, President,
Secretary, Treasurer, and Director
On the
Grant Date, and pursuant to the Plan, the Company also granted to Mr. Song
Jinan, Chief Executive Officer, President, Secretary, Treasurer, and a Director
of the Company, options to purchase 300,000 shares of the Company’s common stock
at the Exercise Price (the “
Song
Options
”). The Song Options shall vest according to the
Vesting Schedule; provided, however, that the Song Options shall become
exercisable only upon stockholder approval of the Plan at the Annual
Meeting.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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10.1
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China-Biotics,
Inc. Employment Agreement with Travis Cai, Chief Financial
Officer
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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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China-Biotics,
Inc.
(Registrant)
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Date:
January 21, 2011
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By:
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/s/ Song Jinan
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Song
Jinan
Chief
Executive Officer, President,
Treasurer
and Secretary
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