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): September 15,
2010
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FAR
EAST WIND POWER CORP.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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333-153472
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27-0999493
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (602)
953-7757
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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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of
Equity Securities.
On
September 15, 2010, Far East Wind Power Corp. (the “Company”) issued to Marcus
Laun an option to purchase 2,500,000 shares of Company common stock at a price
of $0.26 (the “Option”) in consideration for services rendered by Mr.
Laun. The Option will vest over three years, in three equal annual
installments.
On
September 15, 2010, the Company issued to Xiobu Liu a restricted stock award for
750,000 shares of Company common stock (the “Restricted Stock”) in consideration
for consulting services to be provided by Mr. Liu. The Restricted
Stock will vest over three years, in three equal annual
installments.
The
issuance of the Option was conducted by the Company and was issued in reliance
upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and
comparable exemptions for sales to “accredited” investors under state securities
laws.
The
issuance of the Restricted Stock was conducted by the Company and was issued in
reliance upon Regulation S of the Securities Act of 1933, as
amended.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation
of Officer and Director
On
September 15, 2010, Mr. Xiaoping Han resigned as Director, President, Chief
Executive Officer and Chairman of the Company.
(c) Appointment
of Officer
On
September 15, 2010, the Board of Directors of the Company (the “Board”)
appointed Mr. Liu, age 63, as President and Chief Executive Officer of the
Company to fill the vacancy created by the resignation of Mr. Han.
Mr. Liu
spent 19 years with China Huaneng Group in various management
positions. From 2004 to 2007 Mr. Liu served as Vice President
and Party Member of Huaneng New Energy Industrial Co. Ltd. From 2000
to 2004 Mr. Liu served as Manager in the Director and Supervisory Department at
Huaneng Group. Mr. Liu was educated at the Beijing Institute,
receiving a degree in Chemistry Education in 1983. Mr. Liu’s
extensive experience managing the construction preparation of large power
projects and financial management background will be an invaluable asset to the
Company.
Other than as described in (e) below, Mr.
Liu has not previously held any position with the Company and there is no
arrangement or understanding between Mr. Liu and any other person(s) pursuant to
which he was selected as on officer of the Company. Mr. Liu has no
family relationships with any director or executive officer of the Company, or
persons nominated or chosen by the Company to become directors or executive
officers. Other than as described in (e) below, there have been no
transactions, since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company’s total assets at year-end for the last
three completed fiscal years, and in which Mr. Liu had or will have a direct or
indirect material interest. There is no material plan, contract or
arrangement (whether or not written) to which Mr. Liu is a party or in which he
participates that is entered into or material amendment in connection with our
appointment of Mr. Liu, or any grant or award to Mr. Liu or modification
thereto, under any such plan, contract or arrangement in connection with our
appointment of Mr. Liu.
(d) Appointment
of Director
On June
24, 2010, the Board appointed Mr. Liu as a member and Chairman of the Board of
the Company to fill the vacancy created by the resignation of Mr.
Han.
There are
no arrangements or understandings between Mr. Liu and any other persons,
pursuant to which Mr. Liu was selected as a director. Mr. Liu has not
been named or, at the time of this Current Report, is not expected to be named
to any committee of the Board. For more information, please refer to
(c) above.
(e) Compensation
Agreement with Officer
On
September 15, 2010, Mr. Liu and the Company entered into a Service Agreement,
which was ratified by the Board on September 15, 2010, with an effective date of
September 1, 2010 (the “Service Agreement”), pursuant to which Mr. Liu will
provide up to 20 hours of consulting services per week to the
Company. Mr. Liu will
be responsible for the strategy and execution of the Company’s business plan and
will interact with investors, customers, the PRC government and the Board of
Directors as needed. The Agreement will continue until
terminated by either party upon 30 days prior written notice, or upon immediate
termination by the Company for cause, as described in the Service
Agreement. Pursuant to the Service Agreement, Mr. Liu will receive
monthly compensation of $10,000 and be eligible for an annual cash bonus of up
to $30,000. In addition, the Company will issue to Mr. Liu a
restricted stock grant for 750,000 shares of the Company’s common stock and for
every megawatt of wind power owned by the Company that is connected to the
People’s Republic of China’s national electric grid, Mr. Liu shall receive
additional grant(s) of 1,000 shares of the Company’s common stock.
The
Service Agreement is attached to this report as Exhibit 10.1 and is incorporated
herein by reference. The foregoing statements are not intended to be a complete
description of all terms and conditions.
Section 8
– Other Events
Item
8.01 Other
Events.
On September 21, 2010, the Company
issued a press release annoucing Mr. Liu's appointment. A copy of the
press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Service
Agreement with Xiobu Liu
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| 99.1 |
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Press
Release |
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.
| Date: September
21, 2010 |
FAR
EAST WIND POWER CORP. |
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By:
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/s/ James
T. Crane |
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James
T. Crane |
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Chief
Financial Officer |
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