- Current report filing (8-K)
24 Décembre 2008 - 9:59PM
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): December 24, 2008 (December 1, 2008)
CHINA HEALTHCARE ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33269
(Commission
File Number)
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20-5013347
(IRS Employer
Identification No.)
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1233 Encino Drive
Pasadena, CA
(Address of Principal Executive Offices)
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91108
(Zip Code)
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Registrants telephone number, including area code:
(626) 568-9924
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 OTHER EVENTS
China
Healthcare Acquisition Corp. (CHM) has received notice from NYSE Alternext US LLC (NYSE
Alternext ) that trading in CHMs warrants was suspended on December 1, 2008 because the price per
warrant fell below $0.01. On December 22, 2008, NYSE Alternext informed CHM that NYSE Alternext
did not expect trading in the warrants to recommence. We expect that NYSE Alternext will notify us
that it intends to delist the warrants, but have not received any such notice to date.
CHMs Board of Directors intends to hold CHMs annual meeting on a date to be set upon the
completion of the Securities and Exchange Commissions review of CHMs preliminary proxy statement
to be filed in connection with the annual meeting, at which holders of shares issued in CHMs
initial public offering (IPO) will be asked to consider and vote upon the following proposals:
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to amend CHMs certificate of incorporation to permit the early distribution of the
trust account (Trust Account) holding the proceeds of CHMs IPO to the holders of the
shares of common stock issued in the IPO and the related cancellation of the outstanding
shares of common stock issued in the IPO and conversion of such shares into the right to
receive the trust distribution (Early Distribution Proposal);
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to elect Richard Prins to CHMs board of directors to hold office as a Class I director
for a period to expire at the third annual meeting after such annual meeting;
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to ratify the selection of Goldman Parks Kurland Mohidin-GPKM LLP (GPKM) to serve as
CHMs independent registered public accounting firm for fiscal year 2008;
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to approve any adjournments or postponements of the annual meeting to a later date or
dates, if necessary, for the purpose of soliciting additional proxies (the Adjournment
Proposal); and
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to transact such other business as may properly come before the meeting and any
postponement or adjournment thereof.
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In addition, if the Early Distribution Proposal is approved, holders of shares issued prior to
CHMs IPO will also be asked to consider and vote upon the following proposal:
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to amend and restate CHMs certificate of incorporation (i) to permit CHM to continue as
a corporation beyond the time currently specified in CHMs certificate of incorporation
without the limitations related to CHMs IPO and (ii) to remove Article VI from CHMs
certificate of incorporation, which, among other blank check company-related restrictions,
requires CHM to dissolve in the event that CHM does not consummate a qualifying business
combination by the time period currently specified in CHMs certificate of incorporation
(collectively, the Amendment and Restatement Proposal).
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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 HEALTHCARE ACQUISITION CORP
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December 24, 2008
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By:
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/s/ Alwin Tan
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Alwin Tan
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Chief Executive Officer
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China Healthcare Acquisition Corp (AMEX:CHM)
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