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): December
11, 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 Material Definitive Agreements.
On
December 11, 2009, Shanxi Puda Coal Group Co., Ltd. (“Shanxi Coal”), a
subsidiary of Puda Coal, Inc. entered into a mining right and mining assets
transfer agreement (the “Da Wa Agreement”) with Pinglu County Da Wa Coal
Industry Co., Ltd. (“Da Wa Coal”), pursuant to which Shanxi Coal will purchase
from Da Wa Coal all its tangible assets and coal mining right with respect to a
coal mine located in Pinglu County, Yuncheng City and Yuanqu County, Shanxi
Province of China. As consideration, Shanxi Coal will pay Da Wa Coal
an aggregate purchase price of RMB 190 million (approximately $27.8 million) in
cash, of which RMB 46.6 million ($6.8 million) is for the tangible assets and
RMB 143.3 million ($21.0 million) is for the mining right and compensation to Da
Wa Coal. A copy of the Da Wa Agreement is filed as Exhibit 10.1 to this report
and is incorporated herein in its entirety. The description of the terms
and conditions of the agreement herein is modified and supplemented by such
reference.
Under the
Da Wa Agreement, Shanxi Coal will pay a first installment in the amount of RMB
28.5 million (approximately $4.2 million) to Da Wa Coal within three days of the
execution of the agreement and a second installment in the amount of RMB 123.5
million (approximately $18.1 million) within 15 days after transferring the
registrations and ownership certificates of the mining right and land and
property deed. Shanxi Coal will pay the remainder of the purchase price, RMB 38
million (approximately $5.6 million) upon the one year anniversary of completion
of the transfer. Mr. Ming Zhao, a significant shareholder and
Chairman of Puda Coal serves as guarantor of Shanxi Coal’s obligations under the
Da Wa Agreement.
On
December 11, 2009, Shanxi Coal also entered into a mining right and mining
assets transfer agreement (the “Guanyao Agreement”) with Pinglu County Guanyao
Coal Industry Co., Ltd. (“Guanyao Coal”), pursuant to which, Shanxi Coal will
purchase from Guanyao Coal all its tangible assets and coal mining right with
respect to a coal mine located in Pinglu County, Yuncheng City and Yuanqu
County, Shanxi Province of China. As consideration, Shanxi Coal will
pay Guanyao Coal an aggregate purchase price of RMB 94.80 million (approximately
$13.9 million) in cash, of which RMB 37.6 million ($5.5 million) is for the
tangible assets and RMB 57.2 million ($8.4 million) is for the mining right and
compensation of Guanyao Coal. A copy of the agreement is filed as
Exhibit 10.2 to this report and is incorporated herein in its entirety.
The description of the terms and conditions of the agreement herein is
modified and supplemented by such reference.
Under the
Guanyao Agreement, Shanxi Coal will pay a first installment in the amount of RMB
14.22 million (approximately $2.1 million) to Guanyao Coal within three
days of the execution of the agreement and a second installment in the amount of
RMB 61.62 million (approximately $9 million) within 15 days after transferring
the registrations and ownership certificates with respect to the
mining right and land and property deed. Shanxi Coal will pay the
remainder of the purchase price, RMB 18.96 million (approximately $2.8 million)
upon the one year anniversary of completion of the transfer. Mr. Ming
Zhao, a significant shareholder and Chairman of Puda Coal, serves as guarantor
of Shanxi Coal’s obligations under the Guanyao Agreement.
Pursuant
to the acquisition agreements, Da Wa Coal and Guanyao Coal will be responsible
for canceling or terminating their respective employment contracts
(or employment relationships) with their staff, paying all unpaid wage,
premium and welfare expenses, and bearing all the expenses caused by the
cancellation or termination of the employment contracts. Da Wa Coal
and Guanyao Coal also make customary representations and warranties in the
agreements with respect to the assets and rights transferred to Shanxi
Coal.
Both
parties in the above agreements make customary representations and warranties
with respect to the assets and rights being transferred. The closing
of the transactions under the agreements are subject to customary closing
conditions, including registration and transfer of ownership
certificates and mining right certificates.
Da Wa
Coal and Guanyao Coal are both selling their coal mine assets and coal mining
right to Shanxi Coal as a result of the Chinese government’s requirement to
close, consolidate and restructure smaller coal mines and the government’s
approval of Puda Coal as one of the few coal mine consolidators that have the
capacity to acquire and consolidate such coal mines. Da Wa Coal and
Guanyao Coal are closing their coal mine operation and are in the liquidating
process. Shanxi Coal is merely acquiring the tangible assets and coal
mining right of them in their liquidation process; Shanxi Coal is not acquiring
or assuming any business, customers, vendors, business partners, contracts,
employees or goodwill from the sellers, nor will Shanxi Coal assume any
indebtedness or liabilities from them.
Neither
Puda Coal, Shanxi Coal or their affiliates nor any director, officer or any
associate of any such director or officer thereof has any material relationship
with Guanyao Coal or Da Wa Coal other than in respect of the
agreement.
Item
9.01 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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Mining
Right and Mining Assets Transfer Agreement, dated December 11, 2009,
between Pinglu County Da Wa Coal Industry Co., Ltd. and Shanxi Puda Coal
Group Co., Ltd.
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10.2
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Mining
Right and Mining Assets Transfer Agreement, dated December 11, 2009,
between Pinglu County Guanyao Coal Industry Co., Ltd. and Shanxi Puda Coal
Group Co.,
Ltd.
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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: December
17, 2009
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By:
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/s/ Qiong
Wu
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Qiong
Wu
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Chief
Financial Officer
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