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): June
29,
2007
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
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Florida
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65-1129912
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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426
Xuefu Street, Taiyuan, Shanxi Province,
The
People’s Republic of China
(Address
of principal executive offices, with zip code)
011
86 351 228 1302
(Registrant's
telephone number, including area code)
Not
Applicable
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Item
1.01 Entry into a Material Definitive Agreement.
On
June
29, 2007, Puda Coal, Inc. (the “Company”) entered into a director’s contract
with Jianfei Ni, effective on the same date. Pursuant to the contract, in
consideration of his service to the Company as an independent director, Mr.
Jianfei Ni will receive compensation in the form of warrants to purchase
10,000
shares of common stock of the Company per year. The term of the warrants
is 5
years and the exercise price is $2.5 per share. In addition, the Company
will
reimburse Mr. Ni for business related travel, meal and other miscellaneous
expenses incurred in the performance of his duties for the Company. Pursuant
to
the contract, the Company should indemnify, defend and hold harmless the
director, to the full extent allowed by the law of the State of Florida,
and as
provided by any charter provision both as to action in the director’s official
capacity and as to action in another capacity while holding such office,
except
for matters arising out of the director’s gross negligence or willful
misconduct. There has been no material relationship between the Company or
its
affiliates and Mr. Ni other than Mr. Ni’s appointment as an independent director
as described in Item 5.02 below and this director’s contract. The director’s
contract is filed as Exhibit 10.1 to this report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
June
29, 2007, the Board of Directors of the Company appointed Jianfei Ni, age
63, to
the Board of Directors as an independent director to fill the vacancy on
the
Board. Mr. Ni’s term as a director commences on July 1, 2007 and will continue
until the next annual meeting of shareholders and until Mr. Ni’s successor has
been elected and qualified, or until his earlier resignation or removal from
office. Mr. Ni recently retired as Vice President and Chief Engineer from
the
Taiyuan Institute of Coal Design & Research, in Taiyuan, Shanxi, China,
where he worked from 1978 to 2005. Since 2006, Mr. Ni has been a consultant
at
Shanxi Weide Coal Mine Design & Consulting Company. From 2005 to 2006,
Mr. Ni was Chief Engineer at Shanxi Yuantong Coal
Mine Engineering Design and Consulting Company. None of the entities Mr.
Ni has worked with is a parent, subsidiary or other affiliate of the
Company. Other than the director’s contact with the Company as described in Item
1.01 of this report, Mr. Ni has no arrangement or understanding with any
person
pursuant to which Mr. Ni was selected as a director, nor is Mr. Ni a party
to
any material plan, contract or arrangement with the Company or its affiliates
or
otherwise has any material or family relationship with the Company or its
affiliates or officers.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
June
29, 2007, the Board of Directors of the Company resolved to amend Section
2 of
Article III of the Company’s Bylaws, effective on the same date. Prior to the
amendment, the Bylaws did not specify the number of directors that may serve
on
the Board. The amendment provides that the number of directors shall be no
less
than three but no more than fifteen. The Bylaws of the Company, as amended,
is
filed as Exhibit 3.1 to this report.
Item
9 Financial Statements and Exhibits
(d) Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this
report.
| 3.1 |
Bylaws
of Puda Coal, Inc., as amended on June 29,
2007
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| 10.1 |
Director’s
Contract, dated June 29, 2007, between the Company and
Jianfei Ni.
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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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PUDA COAL, INC. |
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| Date:
July 6, 2007 |
By: |
/s/
Ming Zhao |
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Ming
Zhao
Chief
Executive Officer, President and
Chairman
of the Board
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