8-K 1 v206995_8k.htm Unassociated Document

 
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) January 3, 2011
(December 30, 2010)

ORSUS XELENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-33456
(Commission File Number)
20-1198142
(IRS Employer Identification No.)

29TH Floor, Tower B, Chaowai MEN Office Building
26 Chaowai Street, Chaoyang Disc.
Beijing, People’s Republic of China 100020
(Address of principal executive offices) (Zip Code) 

 
Registrant’s telephone number, including area code  86-10-85653777
 
(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 5.07.
Submission of Matters to a Vote of Security Holders.

Three proposals were submitted to a vote of, and were approved by, the stockholders of Orsus Xelent Technologies, Inc. (the “Company”) at the 2010 annual meeting of stockholders, which was held on December 30, 2010.  The first proposal was for the election of five nominees to serve as directors of the Company until the end of their respective terms. The second proposal was to approve an amendment to the Company’s certificate of incorporation to implement a reverse stock split of the Company’s issued and outstanding common stock at an exchange ratio of up to one (1) for thirty (30).  The third proposal was to ratify the appointment of Kabani & Company, Inc. as the Company’s independent registered public accountants for the fiscal year 2010.  Additional information about the proposals can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2010.

Of the 30,256,000 shares of stock issued and outstanding and entitled to vote at the annual meeting, 23,135,125 shares were represented in person or by proxy, which constituted approximately 76.46% of the total votes entitled to be cast at the meeting.  Each share of common stock outstanding is entitled to one vote.

 
Proposal 1 – Election of Directors

The voting results for the election of Directors were as follows:

  
  
Number of
  
  
Number of
  
  
  
Shares Voted for
  
  
Shares Withheld
  
                 
Guoji Liu
   
12,640,168
     
234,623
 
Liu Yu
   
12,620,694
     
254,097
 
Naizhong Che
   
12,617,918
     
256,873
 
Guowei Zhang
   
12,611,068
     
263,723
 
Changhui Guo
   
12,611,668
     
263,123
 

There were no votes against any nominee.  There were 10,260,334 broker non-votes for this proposal.

Proposal 2 – Approval of an Amendment to the Certificate of Incorporation to Implement a Reverse Stock Split

The voting results for the approval of an amendment to the certificate of incorporation to implement a reverse stock split were as follows:

For: 21,245,730
Against: 1,785,973
Abstain: 103,422

There were no broker non-votes for this proposal.

Proposal 3 – Ratification of the Appointment of Kabani & Company, Inc.
 
The voting results for the ratification of the appointment of Kabani & Company, Inc. to serve as the Company’s independent registered public accountants for the fiscal year 2010 were as follows:

For: 20,924,687
Against: 935,861
Abstain: 1,274,577

There were no broker non-votes for this proposal.
 
 
 

 

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

99.1
Press Release of Orsus Xelent Technologies, Inc., dated January 3, 2011.

 
 

 
 
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: January 3, 2011

ORSUS XELENT TECHNOLOGIES, INC.
   
By:
/s/ Hua Chen
Name:
Hua Chen
Title:
Chief Financial Officer
 
 
 

 

EXHIBIT INDEX
Exhibit No.
 
Description
     
99.1
  
Press Release of Orsus Xelent Technologies, Inc., dated January 3, 2011.