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): May 14,
2009
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
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 May
14, 2009, Shanxi Puda Coal Group Co. Ltd. (“Shanxi Coal”), a subsidiary of Puda
Coal, Inc. (“Puda Coal”), entered into an Agreement of Shares Transfer (the
“Agreement”) with Li Jingquan and Feng Ming, both are Chinese citizens, to
purchase their equity, constituting 18% ownership, in Shanxi Jianhe Coal
Industry Limited Company (“Jianhe Coal”) for an aggregate purchase price of RMB
100 million Yuan (approximately $14.6 million). In addition,
under the Agreement, Chen Guang, the individual owning the other 82% of Jianhe Coal,
also guaranteed Shanxi Coal first priority in the right to purchase other shares
of Jianhe Coal transferred within the 24-month period following execution of the
Agreement.
Shanxi
Coal will not take part in the operational management of the coal mine but will
be paid dividends semiannually based on its 18% ownership in Jianhe
Coal. In addition, as part of the Agreement and pursuant to a
separate Guaranty Letter also entered into on May 14, 2009 (the “Guaranty
Letter”), Chen Guang and Jianhe Coal guaranteed to Shanxi Coal that such
dividends will be no less than 80% of the annual net profits of Jianhe
Coal.
Puda Coal
will utilize its own funds to pay for the transaction, which is expected to
close approximately 90 days after execution of the Agreement, subject to
satisfaction of certain customary closing conditions, including governmental
registration of the share transfer. Puda Coal will pay 60% of the
purchase price within 10 days of the execution of the Agreement and the
remaining 40% at the time of closing; provided, however, if the closing does not
occur, the purchase price paid and any transferred shares will be returned by
the parties.
The
description of the Agreement and Guaranty Letter set forth above is merely a
summary of the agreements and is qualified in its entirety by reference to such
Agreement and Guaranty Letter, which are filed hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
Attached
and incorporated herein by reference as Exhibit 99.1 is a copy of a press
release of Puda Coal, dated May 15, 2009, announcing the above
transaction. Such information shall not be deemed “filed” for
purposes of Section 18 of the Securities Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The
exhibits listed in the following Exhibit Index are filed or furnished, as
applicable, as part of this report.
Exhibit
No.
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Description
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10.1
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Agreement
of Shares Transfer, dated May 14, 2009, by and among Shanxi Puda Coal
Group Co., Ltd., Li Jingquan, Feng Ming and Chen Guang.
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10.2
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Guaranty
Letter, dated May 14, 2009, by and between Shanxi Jianhe Coal Industry
Limited Company and Shanxi Puda Coal Group Co., Ltd.
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99.1
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Press
release of Puda Coal, Inc. dated May 15,
2009.
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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: May
15, 2009
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By:
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/s/
Liping Zhu
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Liping
Zhu
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President
and Chief Executive Officer
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