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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/24/12 China Bak Battery Inc 8-K:3,5 8/20/12 1:10K Newsfile Corp/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 13K
|China BAK Battery, Inc.: Form 8K - Filed by newsfilecorp.com|
|SECURITIES AND EXCHANGE COMMISSION|
|WASHINGTON, D.C. 20549|
|PURSUANT TO SECTION 13 OR 15(d)|
|OF THE SECURITIES EXCHANGE ACT OF 1934|
|Date of Report (Date of Earliest Event Reported): August 20, 2012|
|CHINA BAK BATTERY, INC.|
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction||(Commission File No.)||(IRS Employer|
|of incorporation)||Identification No.)|
|BAK Industrial Park, No. 1 BAK Street|
|Kuichong Town, Longgang District|
|People’s Republic of China|
|(Address, including zip code, of principal executive offices)|
|(86-755) 6188-6818, ext 6856|
|(Registrant’s telephone number, including area code)|
|(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2012, Richard B. Goodner (“Mr. Goodner”) notified China BAK Battery, Inc. (the “Company”) of his decision to resign as a member of the Board of Directors of the Company and as a member of the Board’s Audit, Compensation and Nominating and Corporate Governance Committees, effective immediately. Mr. Goodner’s decision to resign is due to personal reasons and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company intends to elect a new independent director to fill the vacancies created by Mr. Goodner’s resignation as soon as practicable.
As a result of the resignation of Mr. Goodner, the Company is not currently in compliance with Listing Rules 5605(b)(1) and 5605(c)(2)(A) of the NASDAQ Stock Market LLC. NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A) require, among other things, that a majority of the Board of Directors be comprised of independent directors as defined in Rule 5605(a)(2) and the Company’s Audit Committee be comprised of at least three members. Currently the Company’s Board of Directors consists of two independent directors and two non-independent directors and the Audit Committee is comprised of two members.
The Company notified NASDAQ of its noncompliance with the NASDAQ listing rules described above on August 20, 2012, which notification also specified the Company’s reliance on the cure period specified in NASDAQ Listing Rules 5605 (b)(1)(A) and 5605(c)(4)(B). In accordance with NASDAQ Listing Rules 5605 (b)(1)(A) and 5605(c)(4)(B), the Company has a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or August 20, 2013. If the Company’s next annual shareholders’ meeting is held before February 16, 2013, then the Company must evidence compliance no later than February 16, 2013.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The pertinent information contained in Item 3.01 of this Form 8-K above is incorporated herein by reference.
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.
|CHINA BAK BATTERY, INC.|
|Date: August 24, 2012||By:||/s/ Xiangqian Li|
|Chief Executive Officer|
|This ‘8-K’ Filing||Date||Other Filings|
|8/20/13||None on these Dates|
|For Period End:||8/20/12|
|List all Filings|