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
September 21, 2005
Date of Report (Date of earliest event reported)
China Digital Wireless, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-120431 90-0093373
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
429 Guangdong Road
Shanghai, China 200001
(Address of Principal Executive Offices and Zip Code)
(011) 86-21-6336-8686
(Registrant's telephone number, including area code)
N/A
(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 230.425)
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement
On August 9, 2005, China Digital Wireless, Inc. (the "Company") announced its
intent to apply for listing on the American Stock Exchange ("AMEX"). In
connection with the AMEX application, certain persons who hold more than 200,000
shares of the Company's common stock ("Common Stock") have entered in lockup
agreements with the Company. Under such lockup agreements the stockholders have
generally agreed to not offer, sell, assign or otherwise transfer a portion of
their stock or other equity securities of the Company without prior written
consent of the Company until the earlier of (i) 180 days after the date of the
lockup agreements or (ii) the date that AMEX has approved the Company's listing
application. The lockup agreements became effective on September 21, 2005, and
were executed by ten of the Company's officers and directors and three
additional stockholders. Under the lockup agreements with the
non-officer/director stockholders, the Company issued an aggregate of 128,576
shares of common stock in consideration.
The form of the lockup agreement that does not include the issuance of
additional shares (the "Lockup Agreement") is attached hereto as Exhibit 99.1.
The form of the lockup agreement that does include the issuance of additional
shares (the "Additional Share Issuance and Lockup Agreement") is attached hereto
as Exhibit 99.2.
Item 5.05 Amendments to the Registrant's Code of Ethics
On September 21, 2005, the Company's board of directors approved a Code of
Conduct and Ethics (the "Code of Ethics"), which revised the previous code of
ethics. The revised Code of Ethics applies to all directors, officers and
employees of the Company and its subsidiaries. The previously adopted code of
ethics has been revised to be broader in scope and applicable to more persons. A
complete copy of the Code of Ethics is being filed as Exhibit 14.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
----------- -----------
14.1 Code of Ethics
99.1 Form of Lockup Agreement
99.2 Form of Additional Share Issuance and Lockup Agreement
2
SIGNATURE
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 DIGITAL WIRELESS, INC.
By /s/ Tai Caihua
-----------------------------------
Tai Caihua
President and Chairman of the Board
Dated: September 21, 2005