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
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Date
of Report (Date of earliest event reported):
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June
17, 2010
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China
Intelligent Lighting and Electronics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53018
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26-1357819
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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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No. 29
& 31, Huanzhen Road, Shuikou Town, Huizhou, Guangdong, People’s Republic of
China 516005
(Address,
including zip code, of principal executive offices)
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Registrant’s
telephone number, including area code
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86-752-3138511
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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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On June
17, 2010, China Intelligent Lighting and Electronics, Inc. (the “Company”)
effected a grant of stock options to purchase 25,000 shares of commons stock to
Kui (Kevin) Jiang. The stock option grant was approved by the Board
of Directors of the Company at the time of Mr. Jiang’s appointment as the Chief
Financial Officer of the Company on May 5, 2010 and the execution of the
employment agreement with Mr. Jiang on May 5, 2010, as reported in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 6, 2010. Pursuant to the employment agreement and form of stock
option agreement that will be entered into by and between Mr. Jiang and the
Company, a form of which is attached hereto as Exhibit 10.1, the stock options
to purchase 25,000 shares of the Company’s common stock will have an exercise
price equal to the Company’s public offering price of $3.00 per share (the
“Options”) on June 17, 2010 (the “Effective Date”). The Options will
vest in equal installments every three months over a period of 12
months.
The
Options will expire five years from the date of grant, provided, however, that
Mr. Jiang remains continuously employed by the Company during the applicable
five-year period. If Mr. Jiang is terminated without Cause (as defined in
the stock option agreement) or Mr. Jiang terminates his employment for Good
Reason (as defined in the stock option agreement), then all of the Options that
are not vested will immediately vest on the date of termination. All
Options that are vested at the time of termination of employment must be
exercised within 30 days of termination, provided, however, that the Options may
be immediately cancelled by the Company if Mr. Jiang’s employment is terminated
for Cause.
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Item
7.01
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Regulation
FD Disclosure.
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On June
17, 2010, the Company issued a press release announcing the pricing of its
public offering of 3,350,000 shares of the Company’s common stock. A
copy of the press release is attached hereto as Exhibit 99.2 and the information
therein is incorporated herein by reference.
On June
21, 2010, the Company issued a press release announcing the grant of the Options
to Mr. Jiang. A copy of the press release is attached hereto as
Exhibit 99.1 and the information therein is incorporated herein by
reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Stock
Option Agreement dated June 17, 2010 by and between the Company and Kui
(Kevin) Jiang.
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99.1
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Press
Release regarding option grant dated June 21, 2010.
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99.2
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Press
Release regarding pricing of public offering dated June 17,
2010.
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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
Intelligent Lighting and Electronics, Inc. |
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Dated:
June 21, 2010
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By: |
/s/ Li
Xuemei
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Name: |
Li
Xuemei
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Title: |
Chief
Executive Officer
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