form8k.htm
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): November 24, 2009
SINO
CLEAN ENERGY INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
000-51753
|
|
75-2882833
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification No.)
|
Room
1605, Suite B, Zhengxin Building
No.
5, Gaoxin 1st Road, Gaoxin District
Xi’an,
Shaanxi Province, People’s Republic of China
(Address of Principal Executive
Offices)
(8629)
8209-1099
(Issuer Telephone
Number)
N/A
(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:
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
5.0
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers; Compensatory Arrangements of Certain
Officers.
|
|
(b)
|
Resignation
of Director
|
Effective
November 24, 2009, Mr. Bennet P. Tchaikovsky voluntarily resigned as a director
on the Company’s board of directors and from his board committee positions. The
decision by Mr. Tchaikovsky to resign was due to personal reasons and was not
the result of any material disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
|
(d)
|
Appointment
of Director
|
Also
effective November 24, 2009, the Company’s board of directors appointed Albert
Ching-Hwa Pu to fill the vacancy created by Mr. Tchaikovsky’s
resignation.
Mr.
Pu is the chief financial officer of China Integrated Energy Inc., a U.S.
publicly traded energy company. From 2005 through 2009, Mr. Pu served as global
controller and Asian financial controller of Amphenol Corporation Industrial
Operations, a division of Amphenol Corporation (NYSE: APH), a U.S. based
multi-national manufacturing company specializing in interconnect systems, where
he managed and directed finance teams of China and North American operations in
all financial activities and policies implementations. From 2004 through 2005,
Mr. Pu was the director of finance of Endicott Interconnect Technologies, Inc.,
a U.S. based company specializing in high-end interconnect technologies for
industrial and military applications. Mr. Pu received a B.S. in
Accounting from the State University of New York, Institute of Technology in
1990. He is a New York State Certified Public Accountant.
Based
upon information submitted by Mr. Pu, the board of directors has determined that
he is “independent” under the listing standards of the NASDAQ Listing Rules. Mr.
Pu has not participated in the preparation of the Company’s financial statements
or any current subsidiary at any time during the past three years, and he is
able to read and understand fundamental financial statements. Additionally, the
board of directors has determined that Mr. Pu has the requisite attributes of an
“audit committee financial expert” as defined by regulations promulgated by the
SEC and that such attributes were acquired through relevant education and/or
experience. Accordingly, the board of directors appointed Mr. Pu as the chairman
of the audit committee, and its audit committee financial expert. The board of
directors has additionally appointed Mr. Pu to the compensation committee and
nominating committee.
In
connection with his appointment to the board of directors, Mr. Pu has executed
and delivered a director offer letter, pursuant to which he will be entitled to
receive annual compensation of $39,000 for his services rendered as a director,
as well as the chairman of the audit committee and member of the compensation
committee and nominating committee. We also agree to include Mr. Pu as an
insured under our directors and officers insurance, and will reimburse Mr. Pu
for reasonable expenses incurred in connection with the performance of duties as
a director of the Company, including travel expenses.
The
foregoing description of the material terms of the director offer letter is
qualified in its entirety by a form of such agreement included with this 8-K as
Exhibit 10.1.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Form
of Director Offer Letter
|
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 thereunto
duly authorized.
| |
Sino
Clean Energy Inc.
|
|
| |
|
|
|
|
Date:
December 1, 2009
|
By:
|
/s/ Baowen
Ren |
|
| |
|
Baowen
Ren
Chief
Executive Officer |
|
| |
|
|
|
| |
|
|
|