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): September 5, 2012
| CHINA BAK BATTERY, INC. |
(Exact name of registrant as specified in its charter)
| Nevada | 001-32898 | 86-0442833 |
| (State or other jurisdiction | (Commission File No.) | (IRS Employer |
| of incorporation) | Identification No.) |
BAK Industrial Park, No. 1 BAK Street
Kuichong Town, Longgang
District
Shenzhen, 518119
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)
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):
[ ] 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously disclosed, on August 20, 2012, Mr. Richard B. Goodner resigned as a member of the Board of Directors (the “Board”) of China BAK Battery, Inc. (the “Company”) as well as a member of the Board’s Audit, Compensation and Nominating and Corporate Governance Committees.
On September 5, 2012, the Board appointed Mr. Jonathan Christopher Paugh (“Mr. Paugh”) as a director of the Company to fill the vacancies created by Mr. Goodner’s resignation. Mr. Paugh was appointed by the Board to each of the Audit, Compensation and Nominating and Corporate Governance Committees and will act as the Chair of the Nominating and Corporate Governance Committee. In addition, the Board determined that Mr. Paugh is an “independent director” as defined by Rule 5605(a)(2) of the NASDAQ Listing Rules.
Mr. Paugh has been an associate at the law firm, Wojciechowski & Associates, P.C. since May 2008. From January 2004 to January 2008, Mr. Paugh was an associate at Powers & Frost L.L.P. Mr. Paugh’s practice primarily consists of defense litigation involving construction defects, professional liability, personal injury, and other commercial litigation matters. Mr. Paugh represents a wide array of companies, ranging from small businesses to large corporations, counseling and litigating employment and commercial disputes. Mr. Paugh obtained his Bachelor of Arts in Government from the University of Texas at Austin in 1998, and his Juris Doctorate degree from South Texas College of Law in 2003. He was a member of the Phi Delta Phi Honors Fraternity at South Texas College of Law.
There are no arrangements or understandings between Mr. Paugh and any other persons pursuant to which he was selected as a director and there are no transactions between the Company and Mr. Paugh that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Paugh is the adopted son of Charlene Spoede Budd, the Company’s independent director and Chair of Audit Committee.
On September 10, 2012, the Company issued a press release announcing the appointment of Mr. Paugh. A copy of the press release is furnished herewith as Exhibit 99.1.
On September 5, 2012, the Board also decided to increase the compensation of each independent director, effective October 1, 2012. As a result, Ms. Budd will receive an annual fee of $70,000 and each of Mr. Chunzhi Zhang and Mr. Paugh will receive an annual fee of $61,000.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
| Exhibit | Description |
| 99.1 | Press Release, dated September 10, 2012 |
2
SIGNATURE
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: September 10, 2012 | By: | /s/ Xiangqian Li |
| Xiangqian Li | ||
| Chief Executive Officer | ||
3
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Press Release, dated September 10, 2012 |
Exhibit 99.1
China BAK Announces Appointment of New Independent Director
SHENZHEN, China, Sept. 10, 2012 /PRNewswire/ -- China BAK Battery, Inc. ("China BAK", the "Company", or "we") (CBAK), a leading global manufacturer of lithium-based battery cells, announced today that its board of directors has appointed Mr. J. Christopher Paugh as an independent director, a member of each of the Audit, Compensation and Nominating and Corporate Governance Committees and Chair of the Nominating and Corporate Governance Committee, effective September 5, 2012.
Mr. Paugh is an accomplished and versatile attorney with counseling and litigation experience in labor & employment, professional liability, premises & products liability, commercial, construction, personal injury, contract and insurance coverage matters. Mr. Paugh is currently practicing law in Houston, Texas.
"We are extremely pleased to welcome Mr. Paugh to our Board. Mr. Paugh brings professional US legal experience and we are confident he will help the Company sharpen its strategic direction, corporate governance and other critical aspects of its business in coming years." said Mr. Xiangqian Li, Chairman and Chief Executive Officer of China BAK.
About China BAK Battery, Inc.
China BAK Battery, Inc. (CBAK) is a leading global manufacturer of lithium-based battery cells. The Company produces battery cells that are the principal component of rechargeable batteries commonly used in cellular phones, smartphones, notebook computers, e-bikes, electric vehicles, power tools, uninterruptible power supplies, and portable consumer electronics such as portable media players, portable gaming devices, personal digital assistants, or PDAs, camcorders, digital cameras, and Bluetooth headsets. China BAK Battery, Inc.'s production facilities, located in Shenzhen and Tianjin, PRC, cover over three million square feet. For more information regarding China BAK Battery, Inc., please visit http://www.bak.com.cn.
Safe Harbor Statement
This press release contains forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All "forward-looking statements" relating to the business of China BAK Battery, Inc. and its subsidiary companies, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties which could cause actual results to differ. These factors include but are not limited to: the ability of the Company to meet its contract obligations; the uncertain market for the Company's high-power lithium and other battery cells; business, macroeconomic, technological, regulatory, or other factors affecting the profitability of battery cells designed for electric vehicles; and risks related to China BAK's business and risks related to operating in China. Please refer to China BAK's Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as well as China BAK's Quarterly Reports on Form 10-Q that have been filed since the date of such annual report, for specific details on risk factors. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. China BAK's actual results could differ materially from those contained in the forward-looking statements. China BAK undertakes no obligation to revise or update its forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.