Unassociated Document
Filed
Pursuant to Rule 424(b)(3)
File
No.
333-130380
PROSPECTUS
SUPPLEMENT NO. 2 DATED JULY 2, 2008
TO
PROSPECTUS DATED MAY 12, 2008
29,551,660
Shares of Common Stock
This
Prospectus Supplement No. 2 supplements and amends the prospectus dated May
12, 2008, as supplemented and amended by Supplement No. 1 dated May 15, 2008,
which we refer to collectively as the Prospectus. The Prospectus relates to
the
offer for sale of up to 29,551,660 shares of our common stock by certain
existing holders of the securities, referred to as Selling Security
Holders.
On
July
1, 2008, we filed with the Securities and Exchange Commission a Current Report
on Form 8-K to announce the resignation of Ming Zhao as our President and Chief
Executive Officer, the appointment of Liping Zhu as our director, President
and
Chief Executive Officer, and Mr. Zhu’s employment and compensation terms. A copy
of such Current Report on Form 8-K is attached to and constitutes an integral
part of this Prospectus Supplement No. 2.
This
Prospectus Supplement No. 2 should be read in conjunction with the
Prospectus, which is to be delivered with this Prospectus Supplement No. 2.
This Prospectus Supplement No. 2 is qualified by reference to the
Prospectus except to the extent that the information in this Prospectus
Supplement No. 2 supersedes the information contained in the Prospectus.
In
reviewing the Prospectus and this Prospectus Supplement No. 2, you should
carefully consider the risks under “Risk Factors” beginning on page 6 of the
Prospectus, as updated by the risk factors discussed in Item 1A of Part II
of the Form 10-Q attached to our Prospectus Supplement No. 1.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if the Prospectus
or
this Prospectus Supplement No. 2 is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement No. 2 is July 2, 2008.
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 25, 2008
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 incorporation)
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(I.R.S.
Employer Identification No.)
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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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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| |
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))
|
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o |
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 30, 2008, Puda Coal, Inc. (the
“Company”) entered into an employment agreement with Liping Zhu, who was
appointed as director, President and Chief Executive Officer (“CEO”) of the
Company on June 25, 2008. The agreement became effective on June 30, 2008.
Pursuant to the agreement, in consideration of Mr. Zhu’s services to the Company
as President and CEO, he will receive a monthly salary of $6,428.60, which
is
equivalent to $77,143 on an annualized basis. In addition, Mr. Zhu will be
entitled to an annual bonus of $22,857, payable as soon as practicable after
the
completion of the Company’s fiscal year; provided that during the first year of
Mr. Zhu’s employment, he will receive the amount of bonus that is proportionate
to the time he has served at the Company. Mr. Zhu will only receive the annual
bonus if he is still employed by the Company on the last day of the Company’s
fiscal year. The base salary and annual bonus will be reviewed annually by
the
board of directors (“Board”) and the compensation committee of the Board as part
of the Company’s executive compensation review process. The Company will
reimburse Mr. Zhu for all reasonable, ordinary and necessary expenses properly
incurred by him in connection with his performance of duties under the
agreement.
Pursuant
to the agreement, Mr. Zhu’s
employment with the Company will be on an “at will” basis, meaning either Mr.
Zhu or the Company may terminate the employment at any time upon 30 days written
notice for any reason or no reason, without further obligation or liability;
provided that if Mr. Zhu’s employment with the Company is terminated by the
Company without cause (as defined in the agreement), the Company will pay him
a
severance payment equal to three months’ base salary in effect during the year
he is terminated.
Pursuant
to the agreement, the Company
will indemnify and defend Mr. Zhu and hold Mr. Zhu harmless, to the full extent
allowed by the law of the State of Florida, and as provided by any charter
provision of the Company, both as to action in Mr. Zhu’s official capacity and
as to action in another capacity while holding such office, except for matters
arising out of Mr. Zhu’s gross negligence or willful misconduct. There has been
no material relationship between the Company or its affiliates and Mr. Zhu
other
than Mr. Zhu’s appointment as director, President and CEO of the Company as
described in Item 5.02 below and his employment agreement with the Company.
The
employment agreement is filed as
Exhibit 10.1 to this report and is incorporated in this report in its entirety.
The description of the terms and conditions of the agreement in this
report is modified and supplemented by such reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
June
25, 2008, the Board accepted the resignation of Ming Zhao as President and
CEO
of the Company, effective on the same day. Mr. Zhao does not have an employment
agreement with the Company or any subsidiary of the Company, and did not receive
any severance payment upon his resignation. Mr. Zhao currently owns
approximately 50.45% of the total outstanding common stock of the Company and
will remain the Chairman of the Board.
On
June
25, 2008, the Board appointed Liping Zhu, age 52, as director, President and
CEO
of the Company, effective on the same day. Mr. Zhu’s term of office commences on
June 25, 2008 and will continue until his successor has been elected and
qualified or until his earlier resignation or removal from office. Before Mr.
Zhu joined the Company, he was Deputy General Manager at Shanxi Loudong-Junan
Coal & Gas Company since 1997, which is engaged in the coal mining and
washing business in Shanxi Province, China, responsible for public and
government relationships and financing of the company. The company that Mr.
Zhu
was employed by is not a parent, subsidiary or otherwise an affiliate of the
Company. Other than Mr. Zhu’s employment agreement with the Company as described
in Item 1.01 of this report, Mr. Zhu has no arrangement or understanding with
any person pursuant to which Mr. Zhu was elected as a director and officer,
nor
is Mr. Zhu 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. Mr. Zhu is not a director of
any
other public company in the United States.
Other
than the compensation Mr. Zhu will receive as President and CEO of the Company
as described in Item 1.01 of this report, he will not receive any additional
compensation for his services as a director of the Company.
The
replacement of President and CEO is part of the Company’s efforts to bring more
professional management to the Company and improve its corporate governance
and
internal controls.
Item
9 Financial Statements and Exhibits
(d) Exhibits
The
exhibit listed in the following Exhibit Index is filed as part of this
report.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated June 30, 2008, between the Company and Liping
Zhu.
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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 1, 2008 |
By: |
/s/
Wenwei Tian |
| |
Wenwei
Tian |
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Chief
Operating Officer |