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): October
20, 2010
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
Delaware
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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)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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 Material Definitive Agreements.
On
October 20, 2010, Shanxi Puda Coal Group Co., Ltd. (“Shanxi Coal”), a 90%
subsidiary of Puda Coal, Inc. (the “Company”) entered into a mining right and
mining assets transfer agreement (the “Xuhutuo Agreement”) with Pinglu County
Sanmenzhen Xuhutuo Coal Mine Ltd. (“Xuhutuo Coal”), pursuant to which Shanxi
Coal will purchase from Xuhutuo Coal all its tangible assets and coal mining
rights with respect to coal mining enterprises located in Pinglu County, Shanxi
Province. As consideration, Shanxi Coal will pay Xuhutuo Coal an
aggregate purchase price of RMB 125,000,000 (approximately $18.77 million) in
cash, of which RMB 20,660,000 (approximately $3.10 million) is for the tangible
assets and RMB 104,340,000 (approximately $15.67 million) is for the mining
rights of and compensation to Xuhutuo Coal. A copy of the Xuhutuo 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 Xuhutuo Agreement
herein is modified and supplemented by such reference.
Under the Xuhutuo
Agreement, Shanxi Coal agrees to pay 50% of the purchase price (RMB 62,500,000,
or approximately $9.39 million) within three days of the execution of the
agreement, 40% of the purchase price (RMB 50,000,000, or approximately $7.51
million) within 15 days after the registration and the ownership certificates of
the mining rights and property deed are transferred to Shanxi Coal, and the
remaining 10% of the purchase price (RMB 12,500,000, or approximately $1.87) six
months after the completion of the transfer.
On
October 20, 2010, Shanxi Coal entered into a mining right and mining assets
transfer agreement (the “Daqi Agreement,” and together with the Xuhutuo
Agreement, the “Agreements”) with Pinglu County Daqi Coal Mine Ltd. (“Daqi
Coal”), pursuant to which Shanxi Coal will purchase from Daqi Coal all its
tangible assets and coal mining rights with respect to coal mining enterprises
located in Pinglu County, Shanxi Province. As consideration, Shanxi
Coal will pay Daqi Coal an aggregate purchase price of RMB 66,200,000
(approximately $9.94 million) in cash, of which RMB 8,348,300 (approximately
$1.25 million) is for the tangible assets and RMB 57,851,700 (approximately
$8.69 million) is for the mining rights of and compensation to Daqi Coal. A copy
of the Daqi 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 Daqi Agreement herein is modified and supplemented by such
reference.
Under the
Daqi Agreement, Shanxi Coal agrees to pay 50% of the purchase price of the Daqi
Agreement (RMB 33,100,000, or approximately $4.97 million) within three days of
the execution of the Daqi Agreement, 40% of the purchase price (RMB 26,480,000,
or approximately $3.97 million) within 15 days after the registration and the
ownership certificates of the mining rights and property deed are transferred to
Shanxi Coal, and the remaining 10% of the purchase price (RMB 6,620,000, or
approximately $994,000) six months after the completion of the
transfer.
Pursuant
to the Agreements, Xuhutuo Coal and Daqi Coal will be responsible for canceling
or terminating their respective employment contracts (or labor relationships)
with their staff, paying all unpaid wage, premium and welfare expenses, and
bearing all of the expenses caused by the cancellation or termination of the
employment contracts.
Xuhutuo
Coal and Daqi Coal make customary representations and warranties in the
Agreements with respect to the assets and rights transferred to Shanxi Coal. 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.
Xuhutuo
Coal and Daqi 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
the Company as one of the few coal mine consolidators that have the capacity to
acquire and consolidate such coal mines. Xuhutuo Coal and Daqi Coal
are closing their coal mine operations and are in the process of
liquidating. Shanxi Coal is merely acquiring the tangible assets and
coal mining rights of Xuhutuo Coal and Daqi during 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
the Company, Shanxi Coal or their affiliates, nor any director, officer or any
associate of any such director or officer thereof, has any material relationship
with Daqi Coal or Xuhutuo Coal other than in respect of the
Agreements.
Item
7.01 Regulation FD Disclosure
On
October 25, 2010, the Company issued a press release announcing its entry into
of the Agreements. A copy of the press release is furnished herewith
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this
report.
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 October 20, 2010,
between Pinglu County Sanmenzhen Xuhutuo Coal Mine 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 October 20, 2009,
between Pinglu County Daqi Coal Mine Ltd. and Shanxi Puda Coal Group Co.,
Ltd.
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99.1
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Press
Release dated October 25, 2010 regarding the agreements.
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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: October
25, 2010
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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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EXHIBIT
INDEX
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 October 20, 2010,
between Pinglu County Sanmenzhen Xuhutuo Coal Mine 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 October 20, 2009,
between Pinglu County Daqi Coal Mine Ltd. and Shanxi Puda Coal Group Co.,
Ltd.
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99.1
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Press
Release dated October 25, 2010 regarding the agreements.
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