- Current report filing (8-K)
30 October 2012 - 10:00PM
Edgar (US Regulatory)
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): October 29,
2012
CHINA TRANSINFO TECHNOLOGY
CORP.
(Exact name of registrant as specified in its charter)
Nevada
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001-34134
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87-0616524
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(State of Incorporation)
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(Commission File No.)
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(IRS Employer ID No.)
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9
th
Floor, Vision Building,
No. 39 Xueyuanlu, Haidian District,
Beijing, China 100191
(Address of Principal Executive Offices)
(86) 10-51691999
Registrants 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))
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Item 5.07.
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Submission of Matters to a Vote of Security
Holders.
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On October 29, 2012, China TransInfo Technology Corp. (the
Company) held a special meeting of its stockholders to approve the Agreement
and Plan of Merger, dated as of June 8, 2012 (the Merger Agreement), by and
among TransCloud Company Limited, a Cayman Islands exempted company with limited
liability (Parent), TransCloud Acquisition, Inc., a Nevada corporation and a
wholly owned subsidiary of Parent, (Merger Sub) and the Company, pursuant to
which Merger Sub will merge with and into the Company (the merger), with the
Company surviving the merger as a wholly owned subsidiary of Parent.
Proposal 1
: Approval of the Merger Agreement
Approval of the Merger Agreement requires the affirmative vote
by both (i) the holders of a majority of the shares of Company common stock and
(ii) the holders of a majority of the shares of Company common stock (excluding
the shares of Company common stock owned by Mr. Shudong Xia, Ms. Danxia Huang,
Mr. Shufeng Xia, Karmen Investment Holdings Limited and SAIF Partners III, L.P.,
collectively, the Rollover Holders).
According to the report of the inspector of election, the
Merger Agreement was approved by the stockholders of the Company as required
above. The Companys independent inspector of election reported the
vote of the stockholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non- Votes
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All shares of common stock
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18,933,208
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64,731
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0
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0
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All shares of common stock excluding the
shares owned by the Rollover Holders
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7,233,564
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64,731
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0
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0
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Proposal 2:
Approval of the adjournment of the
special meeting, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the special meeting to approve the
Merger Agreement
The Companys independent inspector of election reported the
vote of the stockholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non- Votes
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All shares of common stock
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18,929,680
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68,179
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80
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0
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On October 30, 2012, the Company issued a press release
relating to the announcement of the results of the special meeting. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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.
China TransInfo Technology Corp.
Date: October 30,
2012
/s/ Shudong Xia
Chief Executive Officer
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