0001144204-12-005823.txt : 20120203 0001144204-12-005823.hdr.sgml : 20120203 20120203162858 ACCESSION NUMBER: 0001144204-12-005823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINACAST EDUCATION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33771 FILM NUMBER: 12570333 BUSINESS ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 BUSINESS PHONE: (852) 3960 6506 MAIL ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WALL ACQUISITION CORP DATE OF NAME CHANGE: 20030829 8-K 1 v301242_8k.htm FORM 8-K

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): February 3, 2012

CHINACAST EDUCATION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33771

20-178991

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street

Central, Hong Kong

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (852) 3960 6506

 

____________________________________

(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 1.01. Entry Into a Definitive Material Agreement

 

On February 1, 2012, the Board of Directors of ChinaCast Education Corporation (the “Company”) authorized the termination of the Rights Agreement, dated as of September 26, 2011 (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, LLC as Rights Agent (the “Rights Agent”) and the Rights (as defined in the Rights Agreement). The Company and the Rights Agent entered into an Amendment and Termination Agreement dated as of February 3, 2012 (the “Amendment”) which provides for the expiration of all outstanding Rights as of the close of business on February 3, 2012 and the termination of the Rights Agreement as of the close of business on February 3, 2012. A copy of the Amendment is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

 

Item 1.02 Termination of a Material Agreement

 

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 1.02.

 

Item 3.03 Material Modification to the Rights of Security Holders.

 

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)         Exhibits

 

Exhibit No. Description
4.1 Amendment and Termination Agreement, dated as of February 3, 2012, between ChinaCast Education Corporation and Continental Stock Transfer & Trust Company, as Rights Agent.

 

 
 

 

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.

Dated: February 3, 2012  CHINACAST EDUCATION CORPORATION   
       
By: /s/ Antonio Sena  
  Name:   Antonio Sena  
  Title:   Chief Financial Officer   

 

 

 
 

 Exhibit Index

 

Exhibit No. Description
4.1 Amendment and Termination Agreement, dated as of February 3, 2012, between ChinaCast Education Corporation and Continental Stock Transfer & Trust Company, as Rights Agent.

 

 EX-4.1 2 v301242_ex4-1.htm EXHIBIT 4.1

Exhibit 4.1

 

Amendment and Termination Agreement

 

Amendment and Termination Agreement, dated as of February 3, 2012 (the “Amendment”) to the Rights Agreement, dated as of September 26, 2011 (the “Rights Agreement”) by and between ChinaCast Education Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have heretofore entered into the Rights Agreement; and

WHEREAS, the Board of Directors of the Company (the “Board”) has adopted resolutions authorizing the Company to terminate the Rights Agreement and all outstanding Rights (as defined in the Rights Agreement);

WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to cause the immediate expiration of all outstanding Rights and to terminate the Rights Agreement;

NOW THEREFORE, the parties hereto agree as follows (capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Rights Agreement):

Section 1. Amendments to the Rights Agreement.

A. Section 1(m) of the Rights Agreement is hereby amended in its entirety to read as follows:

“(m) “Expiration Date” shall mean the earliest of (i) the exchange of all outstanding Rights pursuant to Section 24, (ii) the redemption of all outstanding Rights pursuant to Section 23 and (iii) the close of business on February 3, 2012.”

B. The fifth paragraph of Exhibit C to the Rights Agreement (Summary of Rights to Purchase Shares of Junior Participating Preferred Stock) is hereby amended in its entirety to read as follows:

“The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on February 3, 2012.”

Section 2. Termination of Rights Agreement. The parties hereby agree that the Rights Agreement shall be terminated at the close of business on February 3, 2012.

Section 3. Miscellaneous.

A. This Amendment shall become effective as of the date first above written.

B. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State.

C. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

1
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly executed and attested all as of the day and year first above written.

 

  CHINACAST EDUCATION CORPORATION   
       
By: /s/ Antonio Sena   
  Name:   Antonio Sena    
  Title:   Chief Financial Officer   

  CONTINENTAL STOCK TRANSFER & TRUST COMPANY   
       
By: /s/ John W. Comer, Jr.  
  Name:   John W. Comer, Jr.
  Title:   Vice President   

 

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