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): February 1, 2010
SMARTHEAT
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-34246
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98-0514768
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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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A-1,
10, Street 7
Shenyang
Economic
and
Technological Development Zone
Shenyang,
China
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110027
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +86 (24)
2519-7699
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:
¨ 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
February 1, 2010, SmartHeat Inc., a Nevada corporation (the “Company”), entered
into an employment agreement (the “Employment Agreement”) with Mr. Xudong Wang
(the “Executive”) as Vice President of Strategy and Development. Pursuant to the
Employment Agreement, which terminates on June 30, 2013, the Executive is
entitled to a base salary of RMB 70,000 per month payable each month and
benefits generally available to other executives of the Company. In addition,
the Company shall grant to the Executive options to purchase an aggregate of
50,000 shares of common stock of the Company, par value $.001 per share (the
“Common Stock”), with options to purchase 25,000 shares vesting on June 30, 2011
and options to purchase the remaining 25,000 shares vesting on June 29, 2012.
The grant of the options became effective upon the execution of the Employment
Agreement and may be exercised at the price of U.S. $11.85 per share, which was
the closing price of the Common Stock of the Company on the NASDAQ Global Market
on February 1, 2010. The Company may terminate the Employment Agreement at any
time without notice for cause and the Executive shall be entitled solely to any
accrued and unpaid salary through the effective date of the termination for
cause. The Executive may voluntarily terminate his employment for any reason
with thirty (30) days prior written notice and shall be entitled to any accrued
and unpaid salary and vacation through the effective date of such
termination and all other compensation and benefits that were vested
through such termination date. In the event that the Executive terminates his
employment without notice, it shall be deemed a termination by the Company for
cause. The Employment Agreement also contains a six (6) month non-competition
prohibition following the termination of the Executive’s
employment.
The
foregoing description of the Employment Agreement is not intended to be complete
and is qualified in its entirety by the complete text of the Employment
Agreement attached to this current report on Form 8-K as Exhibit
10.18.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
February 1, 2010, the Board of Directors of the Company (the “Board”) approved
an increase in the annual compensation for Mr. Jun Wang, Chairman and Chief
Executive Officer, to a base salary of U.S. $150,000 per year, effective as of
February 1, 2010. The remaining terms of Mr. Wang’s employment agreement with
the Company dated January 1, 2008 (the “Existing Employment Agreement”) remain
in effect. The Company filed the Existing Employment Agreement as Exhibit 10.1
to its Current Report on Form 8-K dated April 18, 2008.
On
February 1, 2010, the Board approved an award to Mr. Arnold Staloff, director of
the Company, of a bonus of U.S. $15,000 in consideration of his assistance to
the Company in identifying acquisition candidates, business development
activities and negotiation of various agreements on behalf of the Company in the
United States, all of which are outside his normal duties as a member of the
Board and Chairman of the Audit Committee.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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Exhibit
10.18
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Employment
Agreement, dated February 1, 2010, between SmartHeat Inc. and Xudong
Wang
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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.
Dated: February
1, 2010
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SMARTHEAT
INC.
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By:
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/s/ Zhijuan Guo
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Name:
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Zhijuan
Guo
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Title:
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Chief
Financial Officer
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