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
Date of
Report (Date of
earliest event reported): March 6,
2009
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):
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))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On March 6, 2009, Puda Coal, Inc. (the
“Company”) entered into an employment agreement with Pengxiang Lang, who was
appointed as Chief Operating Officer (“COO”) of the Company on March 6,
2009. The agreement became effective on the same
day. Pursuant to the agreement, in consideration of Mr. Lang’s
services to the Company as COO, he will receive a monthly salary of US$3,333,
which is equivalent to US$40,000 on an annualized basis. In addition,
Mr. Lang may be entitled to an annual bonus of an amount based upon his and the
Company’s performance, as determined by the compensation committee of the board
of directors. In addition, Mr. Lang is entitled to participate in the
equity incentive plan of the Company effective from time to time. His
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 Mr. Pang 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. Lang’s
employment with the Company will be on an “at will” basis, meaning either Mr.
Lang 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. Lang’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. Lang and hold Mr. Lang 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. Lang’s official
capacity and as to action in another capacity while holding such office, except
for matters arising out of Mr. Lang’s gross negligence or willful
misconduct. There has been no material relationship between the
Company or its affiliates and Mr. Lang other than Mr. Lang’s appointment as COO
of the Company as described in Item 5.02 below, his employment agreement with
the Company and his employment with Shanxi Puda Coal Group Co., Inc. (“Shanxi
Coal”), an entity that the Company controls through 90% equity ownership, since
2002.
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 March 6, 2009, the board accepted
the resignation of Wenwei Tian as COO and Director of Investors Relations of the
Company, effective on the same day.
On March 6, 2009, the board appointed
Pengxiang Lang, age 38, as COO of the Company, effective on the same
day. Mr. Lang’s term of office commences on March 6, 2009
and will continue until his successor has been elected and qualified or until
his earlier resignation or removal from office. Before Mr. Peng was
appointed the COO, he was Vice President of Shanxi Coal since 2002, which is a
90% subsidiary of the Company, responsible for operating.
Other than Mr. Lang’s employment
agreement with the Company as described in Item 1.01 of this report, his
appointment as COO as described in Item 5.02 of this report, and his employment
as Vice President of Shanxi Coal since 2002, Mr. Lang has no arrangement or
understanding with any person pursuant to which Mr. Lang was elected as an
officer, nor is Mr. Lang 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. Lang
is not a director of any public company in the United States.
The role of Director of Investors
Relations will be assumed by Ms. Laby Wu, the Chief Financial Officer of the
Company (“CFO”). Ms. Wu will not receive any additional compensation
other than those under his employment agreement with the Company as the CFO,
which was described in the Company’s current report filed on July 24, 2008 and
incorporated into this report by reference.
Item
9 Financial Statements and 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 March 6, 2009, between the Company and Pengxiang
Lang.
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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: March
11, 2009
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By:
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/s/ Laby
Wu
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Laby
Wu
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Chief
Financial Officer
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