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): July
23,
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
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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
July
23, 2008, Puda Coal, Inc. (the “Company”) entered into an employment agreement
with Qiong (Laby) Wu, who was appointed as Chief Financial Officer (“CFO”) of
the Company on July 23, 2008. The agreement became effective on July 23,
2008.
Pursuant to the agreement, in consideration of Ms. Wu’s services to the Company
as CFO, she will receive a monthly salary of $10,000, which is equivalent
to
$120,000 on an annualized basis. In addition, Ms. Wu may be entitled to
an
annual bonus of an amount based upon her performance, as determined by
the
compensation committee of the board of directors. Ms. Wu is also entitled
to participating in the stock option plan of the Company if and when the
Company
adopts such a plan. Her compensation will be reviewed annually by the board
and
the compensation committee of the board as part of the Company’s executive
compensation review process. The Company will reimburse Ms. Wu for all
reasonable, ordinary and necessary expenses properly incurred by her in
connection with her performance of duties under the agreement.
Pursuant
to the agreement, Ms. Wu’s employment with the Company will be on an “at will”
basis, meaning either Ms. Wu 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 Ms. Wu’s employment with the Company
is terminated by the Company without cause (as defined in the agreement),
the
Company will pay her a severance payment equal to three months’ base salary in
effect during the year she is terminated.
Pursuant
to the agreement, the Company will indemnify and defend Ms. Wu and hold
Ms. Wu
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
Ms. Wu’s
official capacity and as to action in another capacity while holding such
office, except for matters arising out of Ms. Wu’s gross negligence or willful
misconduct. There has been no material relationship between the Company
or its
affiliates and Ms. Wu other than Ms. Wu’s appointment as CFO of the Company as
described in Item 5.02 below and her 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
July
23, 2008, the board accepted the resignation of Xia Jin as CFO of the Company,
effective on the same day. Ms. Jin does not have an employment agreement
with
the Company or any subsidiary of the Company, and did not receive any severance
payment upon her resignation.
On
July
23, 2008, the board appointed Qiong (Laby) Wu, age 33, as CFO of the Company,
effective on the same day. Ms. Wu’s term of office commences on July 23, 2008
and will continue until her successor has been elected and qualified or
until
her earlier resignation or removal from office. Before Ms. Wu joined the
Company, she was CFO and Vice President of Financing and Investor Relations
at
Sinoenergy Corporation (OTC Bulletin Board: SINE) since 2006, which is
a
manufacturer of compressed natural gas (“CNG”) vehicle and gas station equipment
and a designer, developer and operator of retail CNG filling stations in
the
People's Republic of China. While employed by Sinoenergy Corporation, she
was
responsible for preparing and reporting financial statements as well as
managing
investment affairs. Ms. Wu was employed at Enrst & Young Hua Ming Accounting
Firm as a Senior Auditor from 2004 to 2006 where she performed financial
audits
and designed internal control processes. From 2000 to 2004, Ms. Wu was
an
Accountant and Tax Consultant at HLB-Beijing Yongtuo CPAs, responsible
for
financial audits and internal control design. In addition to her native
Chinese,
Ms. Wu speaks fluent English.
The
companies that Ms. Wu was employed by are not parents, subsidiaries or
otherwise
affiliates of the Company. Other than Ms. Wu’s employment agreement with the
Company as described in Item 1.01 of this report, Ms. Wu has no arrangement
or
understanding with any person pursuant to which Ms. Wu was elected as an
officer, nor is Ms. Wu 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. Ms. Wu is
not a
director of any other public company in the United States.
The
replacement of CFO 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 July 23, 2008, between the Company and Qiong
(Laby) Wu
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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 23, 2008 |
By: |
/s/
Liping Zhu |
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Liping
Zhu |
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President
and
Chief Executive Officer |
Exhibit
10.1
[Puda
Coal Letterhead]
July
23,
2008
Ms.
Qiong
Wu
Room
2-302, Building 5, Shuanghui Zone,
Chaoyang
District,
Beijing,
China 100024
Dear
Ms.
Wu:
Puda
Coal, Inc. (the “Company”)
is
pleased to offer you the position of Chief Financial Officer (“CFO”)
of the
Company on a full time basis. The board of directors (the “Board”)
and
the management team of the Company are impressed with your credentials
and we
look forward to your future success in this position.
The
terms
of your new position with the Company are as set forth below:
1. Position.
(a)
You
will become the CFO of the Company, working out of the Company’s headquarters
office in Taiyuan City, Shanxi Province, China or any other location
that is
required for you to fulfill the duties of CFO of the Company. You
will
report to the Board and Chief Executive Officer of the Company and perform
such
services incident to your position as provided in the bylaws of the Company
or
as the Board may direct.
(b)
You
agree to the best of your ability and experience that you will at all
times
loyally and conscientiously perform all of the duties and obligations
required
of and from you pursuant to the express and implicit terms hereof, and
to the
reasonable satisfaction of the Company. During the term of your employment,
you
further agree that you will devote all of your business time and attention
to
the business of the Company, the Company will be entitled to all of the
benefits
and profits arising from or incident to all such work, services and advice,
you
will not render commercial or professional services of any nature to
any person
or organization, whether or not for compensation, without the prior written
consent of the Company, and you will not directly or indirectly engage
or
participate in any business that is competitive in any manner with the
business
of the Company. Nothing in this letter agreement will prevent you from
accepting
speaking or presentation engagements in exchange for honoraria or from
serving
on boards of charitable organizations, or from owning no more than one
percent
(1%) of the outstanding equity securities of a corporation whose stock
is listed
on a national stock exchange.
2. Start
Date.
Subject
to fulfillment of any conditions imposed by this letter agreement, you
commence
this new position with the Company on July 23, 2008 (the “Start
Date”).
Ms.
Qiong
Wu
July
23,
2008
Page
2
3. Compensation.
You
will
be paid a monthly salary of $10,000, which is equivalent to $120,000
on an
annualized basis (the “Base
Salary”).
Your
salary will be payable monthly
pursuant
to the Company’s regular payroll policy. You may also receive an annual bonus
based on your performance as determined by the compensation committee
of the
Board. In
addition, you will be entitled to participating in the stock option plan
of the
Company if and when the Company adopts such a plan. Your
compensation will be reviewed annually by the Board and the compensation
committee of the Board as part of the Company’s executive compensation review
process.
4. Benefits.
(a) Insurance
Benefits.
You are
entitled to participating in any or all employee benefits, medical insurances,
and other benefit plans that the Company has. Such welfare and benefits
provided
to you by the Company shall be subject to (i)
the
requirements of the Labor Laws and applicable regulations of the People’s
Republic of China (ii)
the
terms of the applicable plan documents, if any, (iii)
general
policy of the Company, if applicable, and (iv)
the
discretion of the Board, relevant committees of the Board or any other
administrator of such plans.
(b) Vacation;
Sick Leave.
You
are
entitled to a ten days paid vacation per year.
(c) Expenses
Reimbursement.
The
Company agrees to reimburse you for all reasonable, ordinary and necessary
expenses properly incurred by you in connection with the performance
of your
duties hereunder, provided that proper vouchers are submitted to the
Company by
you evidencing such expenses and the purposes for which the same were
incurred.
5. Confidentiality
and Insider Trading.
You
hereby acknowledge that your services to be render under this letter
agreement
are of a special, unique and extraordinary character and, in connection
with
such services, you will have obtained trade secrets and other non-public
information concerning the Company, any affiliate of the Company and
their
affairs, including but not limited to the business methods, information
systems,
financial data and strategic plans which are unique assets of the Company
or any
affiliate of the Company, as the case may be (“Confidential
Information”),
the
use or disclosure of which would cause irreparable harm to the Company.
You
covenant not to, either directly or indirectly, in any manner, utilize
or
disclose to any person, firm, corporation, association or other entity
any
Confidential Information or engage in any illegal insider trading activities
during your term and thereafter. You further acknowledge that money damages
are
not sufficient remedy for your breach of this letter agreement, and that
the
Company shall be entitled, in addition to any and all other remedies
available
to the Company, to the entry of preliminary injunction as a remedy for
such
breach or contemplated breach without the need to post a bond and without
proof
of actual damages.
6. Non-Compete;
Non-Solicitation.
You
agree that during your term and for a period of one year commencing on
the
termination of your employment hereunder, you will not without the prior
written
consent of the Company (a) solicit or induce any employee, agent or independent
contractor of the Company or any affiliate of the Company to terminate
his
relationship with the Company or the Company’s affiliate, or (b) participate in,
render services to, or become employed by, any business enterprise which
is
engaged in business activities competitive with the business of the Company
or
any affiliate of the Company as then conducted or may be determined by
the
Company as potentially competitive with the ongoing business of the Company
or
any affiliate of the Company.
Ms.
Qiong
Wu
July
23,
2008
Page
3
7. At-Will
Employment.
Your
employment with the Company will be on an “at will” basis, meaning that either
you or the Company may terminate your employment at any time upon 30
days
written notice for any reason or no reason, without further obligation
or
liability; provided that if your employment with the Company is terminated
by
the Company without “cause,” the Company will pay you a severance payment equal
to three months Base Salary in effect during the year you are terminated.
For
the purposes of this letter, “cause” shall mean: (i) your repeated failure to
perform one or more of your essential duties and responsibilities to
the
Company, as determined by the Board in its sole discretion, after 10
day written
notice to you and a chance to cure; (ii) your failure to follow the lawful
directives of the Board; (iii) your material violation of any Company
policy,
including any provision of Code of Conduct or Code of Ethics of the Company
then
in effect, if any; (iv) your commission of any act of fraud, embezzlement,
dishonesty or any other willful misconduct that in the reasonable judgment
of
the Board has caused or is reasonably expected to result in material
injury to
the Company; (v) your unauthorized use or disclosure of any Confidential
Information of the Company or any other party to whom you owe an obligation
of
nondisclosure as a result of your relationship with the Company; (vi)
your
conviction of a felony or misdemeanor (other than a traffic offense);
(vii) your
willful breach of any of your obligations under any written agreement
with the
Company; (viii) your violation of any duties and responsibilities of
a principal
executive officer under the applicable laws, including but not limited
to your
fiduciary duty to the Company under the laws of the State of Florida
and your
responsibilities under the United States federal securities laws.
8. No
Conflicting Obligations.
You
understand and agree that by accepting this offer of employment, you
represent
to the Company that your performance will not breach any other agreement
to
which you are a party and that you have not, and will not during the
term of
your employment with the Company, enter into any oral or written agreement
in
conflict with any of the provisions of this letter agreement or the Company’s
policies. You are not to bring with you to the Company, or use or disclose
to
any person associated with the Company, any confidential or proprietary
information belonging to any former employer or other person or entity
with
respect to which you owe an obligation of confidentiality under any agreement
or
otherwise. The Company does not need and will not use such information
and we
will assist you in any way possible to preserve and protect the confidentiality
of proprietary information belonging to third parties. Also, we expect
you to
abide by any obligations to refrain from soliciting any person employed
by or
otherwise associated with any former employer and suggest that you refrain
from
having any contact with such persons until such time as any non-solicitation
obligation expires.
9. True
Disclosure.
You
have represented to the Company that (a) your prior work experience is
as
disclosed to the Company in writing and (b) you are not a party to or
otherwise
bound by any order, decree or judgment.
10. Indemnification.
The
Company shall indemnify and defend you and hold you harmless, to the
full extent
allowed by the law of the State of Florida, and as provided by, or granted
pursuant to, any charter provision of the Company, both as to action
in your
official capacity and as to action in another capacity while holding
such
office, except for matters arising out of your gross negligence or willful
misconduct.
11. Entire
Agreement.
This
letter agreement sets forth the entire agreement and understanding between
you
and the Company (including any affiliate of the Company) relating to
your
employment and supersedes all prior agreements and discussions between
us.
12. Amendment.
This
letter may not be modified or amended except by a written agreement,
signed by
an officer of the Company, although the Company reserves the right to
modify
unilaterally your compensation, benefits, job title and duties, reporting
relationships and other terms of your employment.
13. Governing
Law and Dispute Resolution.
This
letter agreement shall be interpreted in accordance with, and the rights
of the
parties hereto shall be determined by, the laws of New York without reference
to
its conflicts of laws principles. Any dispute arising from or in connection
with
this contract shall be submitted to China International Economic and
Trade
Arbitration Commission (“CIETAC”)
in
Beijing for arbitration, which shall be conducted in accordance with
CIETAC’s
arbitration rules in effect at the time of applying for arbitration.
The
arbitral award is final and binding upon both parties. The parties agree
that:
(a) The venue of arbitration is Beijing. The hearing of arbitration may
be
conducted in Beijing or, to the extent permitted by CIETAC’s arbitration rules,
any other place as agreed on by the parties as the most convenient place;
(b)
The language to be used during the arbitration proceedings should be
Chinese;
and (c) A one-arbitrator tribunal will be appointed jointly by both parties
and
the arbitration should follow the ordinary proceeding. In case the parties
fail
to jointly appoint the arbitrator, the arbitrator should be appointed
by the
chairman of CIETAC upon the joint authorization of the parties. The parties
may
select the arbitrator from the panel of arbitrators provided by CIETAC,
and to
the extent permitted by CIETAC’s arbitration rules, from outside of the panel.
Ms.
Qiong
Wu
July
23,
2008
Page
4
We
are
all delighted to be able to extend you this offer and look forward to
working
with you. To indicate your acceptance of the Company’s offer, please sign and
date this letter agreement in the space provided below and return it
to me.
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Very
truly yours,
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ACCEPTED
AND AGREED:
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PUDA
COAL, INC.
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QIONG
WU
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| /s/
Liping Zhu |
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By:
Liping Zhu
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/s/
Qiong Wu
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Title:
President and Chief Executive Officer
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Signature
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