Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): August 3, 2007 (June
6,
2007)
AMERICAN
LORAIN CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-31619
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87-0430320
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|
(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID
No.)
|
Beihuan
Zhong Road
Junan
County
Shandong,
China 276600
(Address
of Principal Executive Offices)
(86)
539-7318818
(Registrant’s
Telephone Number, Including Area Code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A is being filed by American Lorain Corporation
(the
“Company”) as Amendment No. 1 to the Company’s Current Report on Form 8-K that
was filed with the Securities and Exchange Commission on June 6, 2007 (the
“Original Filing”). The
Company is filing this Amendment No. 1 to
delete
the following paragraph, which was mistakenly included in the Original Filing
due to a clerical error, more specifically in the “Recent Developments”
subsection of the “Management Discussion and Analysis” section of “Item 8.01 -
Other Events”:
In
connection with the private placement mentioned above, our majority stockholder,
Mr. Hisashi Akazawa, entered into an escrow agreement with the private placement
investors. Pursuant to the escrow agreement, Mr. Akazawa agreed to certain
“make
good” provisions. In the make good escrow agreement, we established minimum
after tax net income thresholds of $9.266 million for the fiscal year ending
December 31, 2007 and $12.956 million for the fiscal year ending December 31,
2008. If the minimum after tax net income thresholds for the fiscal year 2007
or
for the fiscal year 2008 are not achieved, then the investors will be entitled
to receive additional shares of our common stock based upon a pre-defined
formula agreed to between the investors and Mr. Akazawa. Mr. Akazawa deposited
a
total of 299,050.78 shares of our Series B Voting Convertible Preferred Stock,
which are convertible into 6,990.29 shares of our common stock after the reverse
stock split, into escrow with Securities Transfer Corporation under the escrow
agreement.
All
disclosure provided in this Amendment No. 1 is as of the date of the Original
Filing. The Company has not updated the disclosure to reflect any recent
development. Reference is made to filings made by the Company with the
Securities and Exchange Commission since the date of the Original Filing, which
may contain more updated disclosure about the Company.
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.
| American Lorain
Corporation |
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| Date: August 3,
2007 |
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| By: |
/s/ Si
Chen |
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Si
Chen |
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Chief
Executive
Officer |
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