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): June 25, 2009 (June 19,
2009)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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333-141568
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20-8468508
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(State
or other jurisdiction of
incorporation
or
organization)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1515
Broadway, 11th Floor
New York,
NY 10036
(Address
of principal executive offices)
+86 10
82525361
(Registrant's
telephone number, including area code)
Yingu
Plaza, 9 Beisihuanxi Road, Suite 1708
Haidian
District, Beijing 100080
People’s
Republic of China
(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.
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Entry
Into a Material Definitive
Agreement.
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On June 19, 2009, the Board of Directors of China Advanced
Construction Materials Group, Inc. (the “Company”), adopted its 2009 Equity Incentive Plan (the “Plan”). The Plan
provides for grants of stock options, and restricted stock (collectively, the
“Awards”). A total of 1,400,000 shares of the Company’s common stock may be
issued pursuant to Awards granted under the Plan. The exercise price per share
for the shares to be issued pursuant to an exercise of a stock option will be no
less than the fair market value per share on the grant date, except in the case
of an incentive stock option granted to a 10% owner, where the exercise price
will be no less than 110% of the fair market value per share on the grant date.
No more than an aggregate of 280,000 shares may be subject to awards under the
Plan to any individual participant. No Awards may be granted under the Plan
after June 19, 2019, except that any Award granted before then may extend beyond
that date.
The
foregoing description of the terms of the Plan is qualified in its entirety by
reference to the provisions of the Plan, which is included as Exhibit 10.1 to
this Form 8-K and incorporated by reference herein.
Item
5.02.
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain
Officers.
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Resignation
of President and Director.
On June
19, 2009, Xiangsheng “Norman” Xu was terminated as the Company’s
President and removed as a Director of the Company, effective
immediately. Mr. Xu's termination as President and removal as
Director were not related to any disagreement between Mr. Xu and the Company on
any other matter relating to the Comapny's operations, policies or
practices.
Until
such time as a permanent replacement is identified, the Company’s current Chief
Executive Officer, Xianfu Han, will serve as the Company’s Acting
President.
Appointment
of Director.
On June
19, 2009, Chin “Gene” Hsiao, the Company’s Chief Financial Officer, was
appointed to the Board of Directors of the Company to fill the vacancy created
by Mr. Xu’s resignation. Mr. Hsiao became the Company’s Chief
Financial Officer on of December 1, 2008, prior to which he served as Controller
of Milligan and Company, LLC from 2000 to 2008, where he managed the overall
accounting and financial reporting functions as well as the company’s internal
control processes. From 1997 to 1999, Mr. Hsiao served as Finance Manager for
J&J Snack Foods Corporation where he was responsible for financial reporting
and SEC schedule preparation. From 1995 to 1997, Mr. Hsiao served as Accounting
Supervisor of RCN Corporation and as the Senior Operation Analyst at ARAMARK
Corporation from 1992 to 1995. Mr. Hsiao has over 15 years of experience in
corporate finance and management. Mr. Hsiao received a B.S. from
Drexel University in Philadelphia, and is a certified public accountant in the
U.S.
Mr. Hsiao
will not receive any compensation for serving as a Director of the
Company.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
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No.
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10.1
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China
Advanced Construction Materials Group, Inc. 2009 Equity Incentive
Plan.
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SIGNATURE
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
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By:
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/s/ Xianfu Han
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Xianfu
Han
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Chief
Executive Officer
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Dated:
June 25, 2009