China Shoe Holdings, Inc. - Current report filing (8-K)
31 Mars 2008 - 12:17PM
Edgar (US Regulatory)
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) March 24, 2008
China
Shoe Holdings, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
|
333-139910
|
20-2234410
|
(State
or other jurisdiction
of
incorporation or organization)
|
(Commission
File number)
|
(IRS
Employer Identification
No.)
|
488
Wai
Qingsong Road
Waigang,
Jiading District, Shanghai, People’s Republic of China 201800
(Address
of principal executive offices) (Zip Code)
011-86-21-59587756
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 for the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 DEFINITVE AGREEMENT
.
On
March
24, 2008
,
China
Shoe Holdings, Inc.’s (the “Company”) entered into an Equity Line Agreement (the
(ELA”) and a Registration Rights Agreement (“RRA”) with Magellan Global Fund,
L.P., a Delaware limited partnership with offices in San Diego, California
(“Magellan”). The ELA provides that he Company will receive up to $2,000,000
from Magellan in connection with the issuance to Magellan of Common Stock.
The
Company is required to file a registration statement (the “Registration
Statement”) relating to the sale common stock to be issued to Magellan in
connection with the funding of the Company and for other shares as set forth
herein. The ELA provides for the purchase of shares included in the Registration
Statement to Magellan in tranches of up to $60,000 as requested by the Company
no more often that once every two weeks during the two week period following
the
effective date of the Registration Statement. The shares to be purchased by
Magellan will be priced at an 8% discount tot the market price for the Company’s
common stock on the over the counter bulletin board (“OTCBB”) during the two
week period preceding each purchase pursuant to a formula set forth in the
ELA.
The ELA provides that the purchases by Magellan there under shall be at a
minimum price of $0.07 per share. At the time the ELA was executed, the market
price for the Company’s common stock on the OTCBB was $0.10 per share. Magellan
was issued 571,429 shares of the Company’s common stock upon execution of the
ELA and will be issued additional shares of the Company’s common stock (having a
market value of $40,000 based on the closing bid price on the effective date
of
the registration statement on such effective date. The RRA also provides that
the resale of the 571,429 shares and the $40,000 shares to be offered will
be
included in the Registration Statement. The Company also entered into a
Placement Agent Agreement with GLB Trading Inc, a registered broker dealer
(the
“PAA”), whereby it compensated GLB Trading Inc for its role in bringing about
the ELA through the issuance of 142,857 shares of the Company’s common stock to
be included in the Registration Statement. The Company is required by the RRA
to
bear all of the costs of preparing the Registration Statement and affecting
any
necessary registrations under applicable state laws. The ELA provides that
Magellan and its affiliates shall not engage in hedging or short selling
activities during the period that the Company is seeking financing under the
ELA
and for 90 days thereafter.
The
foregoing does not constitute a full a full statement of the terms of the ELA,
the RRA or the PAA, all of which have been filed as exhibits to this report.
Reference is made to such exhibits for a full description of the rights and
obligations of the parties under those agreements.
The
Company intends to use the net proceeds of the ELA as working capital to fund
its planned expansion, primarily its expansion into the retail footwear business
in China.
ITEM
7.
FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
10.1
|
Equity
Line Agreement, dated March 24, 2008, between the Company and
Magellan.
|
10.2
|
Registration
Rights Agreement, dated March 24, 2008, between the Company and
Magellan.
|
10.3
|
Placement
Agent Agreement, dated as of March 24, 2008, between the Company and
GLB
Trading Inc.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
China
Shoe
Holdings, Inc.
|
|
|
|
Dated:
March 24,
2008
|
By:
|
/s/
Gu
Xianzhong
|
|
Name:
Gu Xianzhong
|
|
Title:
President
|
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