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
SINO-AMERICAN
DEVELOPMENT CORPORATION
(Exact
name of registrant as specified in Charter)
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Nevada
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20-5065416
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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10900
Wilshire Boulevard, Suite 500
(Address
of Principal Executive Offices)
(310)
208-1182
(Issuer
Telephone number)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Forward
Looking Statements
This
Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of,
and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant
with respect to future events and are subject to risks, uncertainties,
assumptions and other risk factors relating to Registrant’s industry,
Registrant’s operations and results of operations and any businesses that may be
acquired by Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results.
In
this
Form 8-K, references to “we,” “our,” “us,” “Company,” “Sino-American
Development,” “Registrant” refer to Sino-American Development Corporation, a
Nevada corporation.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 27, 2007, Sino-American
Development Corporation (“Registrant”) entered into an Agreement and
Plan of Reorganization (the “Agreement”) with Sino-American Holdings,
Inc., a Nevada corporation and a wholly-owned subsidiary (“Sino-American
Holdings”), to effectuate a spin-off of the Registrant’s real estate
business to Sino-American Holdings.
Under
the terms of the Agreement, the
Registrant will transfer 100% of the capital stock of Town House Land Limited,
a
Hong Kong corporation (“Town House”) which holds all of the assets and
liabilities of its entire business, including real estate development operations
and real estate holdings in the United States and China, to Sino-American
Holdings. After giving effect to the spin-off, Sino-American Holdings, a
privately held Nevada corporation, will acquire and hold all of the assets
and
assume all of the liabilities of the Registrant’s real estate development
business and properties, and the Registrant shall remain a public reporting
company with no assets or liabilities.
The
Agreement and the transactions
contemplated by it were unanimously approved by the boards of the directors
of
both the Registrant and Sino-American Holdings on September 25,
2007.
Background
In
December 2006, the Registrant
entered into a Stock Purchase Agreement with twenty-two accredited investors
(collectively, the “Stockholders”) pursuant to which the Registrant
issued 12,505,000 shares of the Registrant’s common stock, par value $0.001, in
the aggregate to the Stockholders. The Stockholders concurrently entered
into a
separate Stock Purchase Agreement with four stockholders of the Registrant
(collectively, the “Principals”), pursuant to which the Stockholders
acquired all 25,005,042 of the shares of the Registrant’s common stock held
by the Principals. Immediately prior to the sale and transfer of
their stock to the stockholders, the Principals held eighty-eight percent
(88%)
of the issued and outstanding stock of the Registrant.
The
Principals and the Stockholders
agreed under the Stock Purchase Agreement that the Registrant’s business would
be spun off, such that the Stockholders would acquire control over the public
reporting Registrant with no assets remaining in the
Registrant. Specifically, under the Stock Purchase Agreement, the
parties agreed that immediately after the closing of any transaction (such
as a
reverse takeover transaction) whereby the Registrant acquires control and
ownership of another company, the Registrant would at such time distribute
and
spin off all of the shares of Town House to the stockholders of the Registrant
,
excluding the Stockholders. The parties further agreed that in
preparation for such reorganization, all of the Registrant’s assets and
liabilities would be transferred to Town House, pursuant to an Assignment
and
Assumption Agreement.
On
January 11, 2007, the
Registrant conducted a 17-to-1 reverse stock split of all of its shares
of
common stock. As a result, the Stockholders thereafter held an aggregate
of 2,206,494 shares of Common Stock, representing approximately 91.74%
of the
issued and outstanding stock.
The
Assignment and Assumption Agreement was executed by the parties in December
2006, and the assets and liabilities of the Registrant were transferred to
Town
House. However, since the Stockholders took over majority control of the
Registrant in December 2006, the Registrant has not been able to identify
a
company suitable for acquisition. Accordingly, in September 2007, the parties
to
the Stock Purchase Agreement agreed to effectuate a spin-off without conducting
a simultaneous merger with another operating company, and that the parties
would
do so under an agreement and plan of reorganization (i.e., the
Agreement). Pursuant to the Agreement, and the Registrant proceeded
to form Sino-American Holdings, a Nevada corporation, as a wholly-owned
subsidiary for purposes of conducting the spin-off. Prior to the
spin-off, Sino-American Holdings had a total of 2,408,000 shares of common
stock
issued and outstanding, all of which was held by its parent company, the
Registrant. Also prior to the spin-off, the Registrant had the exact
same number of shares of common stock issued and outstanding,
2,408,000.
The
Spin-off Agreement
Pursuant
to the Agreement:
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All
of the shares of common stock of Town House shall be transferred
by the
Registrant to Sino-American Holdings, which shall be the
successor-in-interest of all the asset, liabilities and business
of the
Registrant;
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For
each one (1) share of common stock of the Registrant held, its
holder
shall be entitled to receive one (1) share of Sino-American Holdings
in
the spin-off;
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After
the spin-off, the Registrant shall no longer hold any shares of
Sino-American Holdings;
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At
the Closing of the spin-off, the Stockholders shall immediately
(i)
transfer 1,470,906 shares of Sino-American Holdings common stock
received
by them in the spin-off to the Principals, and (ii) transfer 735,588
shares of Sino-American Holdings common stock received by them
in the
spin-off to Sino-American Holdings for cancellation, and the Stockholders
shall not retain any shares of Sino-American Holdings common
stock;
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After
the spin-off, the holders of all of the common stock of the Registrant
on
the Record Date shall collectively own 100% of the issued and outstanding
shares of Sino Holdings, except for the above-described transfer
of stock
from the Stockholders to the Principals and share
cancellation.
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As
noted above, the Stockholders agreed
to (i) transfer 1,470,906 shares of common stock of Sino-American Holdings
that
will be distributed to them to the Principals, and (ii) transfer 735,588
shares
of common stock of Sino-American Holdings that will be distributed to them,
to
Sino-American Holdings for cancellation. The purpose of the share
transfer and cancellation is to restore the Principals’ original percentage
ownership of Sino-American Holdings to the same percentage ownership that
the
Principals held in the Registrant, immediately prior to the December 2006
Stock
Purchase Agreement. The Sino-American Holdings common shares to be
transferred by the Stockholders to the Principals collectively represent
approximately eighty-eight percent (88%) of the total issued and outstanding
common stock of Sino-American Holdings. Accordingly, after the transfer,
the
Principals will each hold a number of common shares of Sino-American Holdings
equivalent to the percentage of issued and outstanding common shares of the
Registrant held by such Principal immediately prior to the closing of the
transaction under the Stock Purchase Agreement. The remainder
of the shares of common stock of Sino-American Holdings distributed to the
Stockholders shall be cancelled in order to maintain the Principals’ overall
percentage ownership of Sino-American Holdings at 88%.
Under
the Agreement, the Principals and
Sino-American Holdings agreed to indemnify and hold harmless the Registrant
and
the Stockholders, from any losses stemming from any breach of representations
and warranties, failure to perform obligations, and tax and other liabilities
incurred by the Registrant as a public reporting company during the period
between the December 2006 stock purchase transaction with the Stockholders,
and
the effective date of the spin-off. Under the Agreement, the
Principals also agreed to fully cooperate with the Registrant and furnish
all
information necessary in connection with the Registrant’s periodic reporting
obligations for all periods between the December 2006 stock
purchase transaction and the closing of the spin-off. In
addition, the Agreement included representation and warranties made by the
Principals and Sino-American Holdings substantially equivalent to those made
by
the Principals in the stock acquisition in December
2006. Reference is made to the full text of the Agreement
included as Exhibit 2.1 to this Form 8-K, and the above description is qualified
in its entirety by reference to terms of the Agreement.
Effect
of the Spin-off
As
a
result of the distribution of Sino-American Holdings common stock, the record
stockholders of the Registrant will hold shares in both the
Registrant and Sino-American Holdings as described in (A) and (B) below
(except that the Stockholders will hold no interest in (B) below):
(A) (B)
Sino-American
Development Sino-American
Holdings, Inc.
Corporation
(OTCBB:
SOAM) (Nevada)
(No
Assets and
Liabilities) Town
House Land Limited
Wuhan
Town House Land Limited
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Town
House
(Miami)
Town House Land
Corporation
(Florida)
(USA) Corporation
The
closing of the spin-off transaction will occur on September 28,
2007. A copy of the Agreement is included as Exhibit 2.1 and filed
with this current report on Form 8-K.
Due
to the fact that Sino-American
Holdings is a private company, the shares of which are not quoted or listed
on
any exchange, there currently is not and may never be a public market for
its
common stock, and there is no assurance that a public market will ever be
developed for Sino-American Holdings common stock after the spin-off. The
holders of Sino-American Holdings common stock would be permitted to sell
and
transfer the shares to other investors in privately-negotiated transactions,
subject to certain restrictions imposed by state and federal securities
laws.
The
Registrant anticipates that its
common stock will continue to be traded, either on the Over-The-Counter Bulletin
Board (OTCBB) under the symbol “SOAM,” or on the pink sheets; however, currently
there is no active trading market for the Registrant’s common
stock. Although the Registrant’s common stock was previously quoted
on the OTCBB, historically, there has been little or no trading market for
its
common stock. For the past two calendar years to the present, transactions
in
the Registrant’s common stock have been sporadic. There has been zero active
trading reported on the OTCBB for the common stock since November 17,
2006.
The
Board of Directors of the
Registrant has determined the spin-off transaction to be in the best interests
of the stockholders primarily because the stockholders may gain an opportunity
for liquidity in the event that the Registrant conducts a successful business
combination after the spin-off, while the stockholders of the Registrant
will
maintain their interests as stockholders of Sino-American Holdings as a
non-listed company (until further disposition of their shares).
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
September 28, 2007, the
Registrant will effectuate the spin-off of its real estate business, including
all of its assets and liabilities, to its wholly-owned subsidiary, Sino-American
Holdings. After the spin-off, Sino-American Holdings will own and operate,
as a
privately held Nevada corporation, what had previously been the entire real
estate development business and real estate holdings of the
Registrant.
For
a description of the spin-off,
reference is made to Item 1.01 above, which description is incorporated into
this Item 2.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(b) Resignation
of Directors and Executive Officers
On
September 28, 2007, Mr. Fang Zhong, Mr. Fang Wei Jun, Mr. Fang Wei Feng and
Ms.
Hu Min (collectively the “Resigning Directors”) shall effectively resign
as members of the Board of Directors of Sino-American Development Corporation,
coincidentally with the appointment of Mr. Silas Phillips as the sole director
as described in Section (d) below. There were no disagreements between or
among
each of the Resigning Directors and the Registrant or any officer or director
of
the Registrant.
On
September 28, 2007, Mr. Fang Zhong
shall effectively resign as the Principal Executive Officer and Principal
Financial and Accounting Officer of Sino-American Development Corporation.
There
were no disagreements between or among Mr. Fang Zhong and the Registrant
or any
officer or director of the Registrant.
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(c)
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Appointment
of Principal Executive Officer and Principal Financial and Accounting
Officer
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Effective
September 28, 2007, Mr. Silas Phillips shall be appointed as the Principal
Executive Officer and Principal Financial and Accounting Officer to fill
the
vacancies resulting from Mr. Fang Zhong’s resignation. Mr. Phillips
is the President, Secretary and Treasurer and the former Principal Executive
Officer and Principal Financial and Accounting Officer of Sino-American
Development Corporation.
In
addition to the offices held in Sino-American Development Corporation, Mr.
Phillips is also currently the President and Chief Executive Officer of Internet
Media Group, Inc., a company he formed and has owned since March 1999. Internet
Media Group provides E-Commerce, Business Development and Project Management
consulting services, and develops outsourcing relationships with outbound
telemarketing organizations. Mr. Phillips’ business experience includes the
creation and development of fully automated and robust backend lead generation
systems comprised of Client, Vendor and Reporting modules. Mr. Phillips has
also
served as a management consultant to companies in his field of
expertise.
Mr.
Phillips currently has no employment agreement with the Registrant. There
are no
transactions or relationships between the Registrant and Mr. Phillips in
which
Mr. Phillips had or is to have a direct or indirect material
interest.
(d) Appointment
of Directors
On
September 28, 2007, Mr. Silas Phillips will be appointed as the sole member
of
the Board of Directors of Sino-American Development Corporation. However,
such
director appointment will not be effective until at least ten days after
an
Information Statement is mailed or delivered to all of the Registrant’s
stockholders in compliance with Section 14(f) of the Securities Act of
1934, as amended, and Rule 14(f)-1 thereunder. The Registrant anticipates
filing and mailing the Schedule 14f-1 to its stockholders as soon as practicable
after the closing date of the spin-off transaction.
A
description of Mr. Phillips’ background is provided in Section (c)
above.
Mr.
Phillips currently has no employment agreement with the Registrant. There
are no
transactions or relationships between the Registrant and Mr. Phillips in
which
Mr. Phillips had or is to have a direct or indirect material
interest.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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2.1
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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SINO-AMERICAN
DEVELOPMENT CORP.
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By:
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/s/
Fang Zhong
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Fang
Zhong
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Principal
Executive Officer
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