-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IU9Myg7HmoajZiGYNG8aTwDCo8MWg+UTofn1Jrc+WCppknFqf9WkYUNF14SPS6Ey E84RhzSa9CNIYaOyJYRTwA== 0001144204-09-054107.txt : 20091022 0001144204-09-054107.hdr.sgml : 20091022 20091022132043 ACCESSION NUMBER: 0001144204-09-054107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091016 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091022 DATE AS OF CHANGE: 20091022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Yongye International, Inc. CENTRAL INDEX KEY: 0001398551 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 208051010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34444 FILM NUMBER: 091131995 BUSINESS ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 BUSINESS PHONE: 86-10-8232-8866 MAIL ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: Yongye Biotechnology International, Inc. DATE OF NAME CHANGE: 20080415 FORMER COMPANY: FORMER CONFORMED NAME: Golden Tan, Inc DATE OF NAME CHANGE: 20070504 8-K 1 v163469_8k.htm


 
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 1934
 
Date of Report (date of earliest event reported): October 16, 2009
 
YONGYE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)

Nevada
333-143314
20-8051010
(State of Incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
6th Floor, Suite 608, Xue Yuan International Tower,
No. 1 Zhichun Road, Haidian District, Beijing, PRC
 
(Address Of Principal Executive Offices) (Zip Code)
 
+86 10 8231 8626
(Registrant’s Telephone Number, Including Area Code)
 
____________________
(Former Name or Former Address, is Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
[  ]  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 2.01. Completion of Acquisition or Disposition of Asstes.

On October 16, 2009, Yongye International, Inc. (“Yongye” or the “Company”) completed a restructuring process which involved the purchase of the land, buildings and equipment which comprises the 10,000 TPA (tonnes per annuam) capacity fulvic acid nutrient manufacturing facility by its operating subsidiary Yongye Nonfeng Biotechnology (the “CJV”).  The assets involved had been previously owned by Yongye’s predecessor, Inner Mongolia Yongye Biotechnology Company (“Inner Mongolia Yongye”) and the restructuring originally commenced in October 2008 pursuant to the terms of financing arrangements entered into by Yongye in September 2008 (the “September Financing”).  Inner Mongolia Yongye is owned and controlled by Mr. Zishen Wu, who is the Chairman, President and CEO of Yongye.

Certain equipment with a capacity of 2,000 TPA was purchased in October 2008 for approximately $0.95 million, but in order to complete the process, Yongye needed to own the fertilizer license issued by the PRC Ministry of Agriculture. The fertilizer license (the “License”), previously issued to Inner Mongolia Yongye, was issued in the name of CJV  on June 1, 2009, which now permits Yongye Nongfeng Biotechnology to manufacture its own finished products.  While the deadline for the consummation of the asset transfer agreement was originally October 11, 2009, the majority investor in the September Financing had preveiously agreed to waive strict compliance with respect thereto and on October 16, 2009, the CJV completed the acquisition of the remaining land and assets related to the manufacture of finished products from Inner Mongolia Yongye.  The cash consideration was approximately $3.7 million.  Additionally, an adjustment was made to increase the percentage of minority ownership of Inner Mongolia Yongye in the CJV from 0.5% to 5.0%.

As a result of the consummation of the CJV Restructuring and the waivers obtained from the majority investor in the September Financing, Yongye’s largest shareholder Full Alliance International Limited, is entitled to the return of 2 million shares of Yongye’s common stock that had been placed in escrow for the benefit of the investors in the September Financing in the event the CJV Restructuring had not been completed on a timely basis.
 
A copy of the press release concerning the completion of the CJV Restructuring is furnished as Exhibit 99.1 hereto.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits:
 

No.
Description
99.1
Yongye International, Inc. Press Release, dated October 20, 2009
 
 
2

 
SIGNATURES
 
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.
 

 
YONGYE INTERNATIONAL, INC.
 
By:
/s/ Zishen Wu
 
Name:  Zishen Wu
 
Title:  Chairman, President and CEO
Dated: October 22, 2009
 
 
 
 
 
3

EX-99.1 2 v163469_ex99-1.htm
Exhibit 99.1
 
 
Yongye International Announces Completion of Restructuring
 
BEIJING, Oct. 20 /PRNewswire-Asia-FirstCall/ -- Yongye International, Inc. (Nasdaq: YONG), (“Yongye or “the Company”) a leading manufacturer, developer and distributor of Shengmingsu brand plant and animal nutrient products in the People’s Republic of China (PRC), today announced that the Company consummated the restructuring plan required by its September 2008 financing as of October 16, 2009.
 
Yongye is now a fully integrated manufacturer having acquired the land, buildings, equipment, and fertilizer license of its predecessor, Inner Mongolia Yongye. The restructuring process began when the Yongye’s cooperative joint venture subsidiary, Yongye Nongfeng Biotechnology Co. (“Yongye Nongfeng”), purchased the production equipment used in the existing 2,000 tonnes per annum production facility from Inner Mongolia Yongye. In addition, all personnel, services, and control issues relating to the manufacturing operations have also been transferred to Yongye Nongfeng. In June 2009, the Ministry of Agriculture issued Yongye Nongfeng the fertilizer license. Most recently, the title for the land and remaining buildings were transferred to Yongye Nongfeng, effectively completing the restructuring process.
 
“We look forward to capitalizing on our new tightly integrated business model by better managing our research, manufacturing, and distribution activities and efficiently executing our 2010-2012 strategic plan,” commented Mr. Zishen Wu, Chairman and CEO of Yongye International.
 
About Yongye International, Inc.
 
Yongye International, Inc., headquartered in Beijing, is engaged in the manufacturing, development, distribution and sales of Shengmingsu brand plant and animal nutrient products. The Company’s patented and patent pending formulas and proprietary extraction processes allow it to create products that increase crop yields and improve the health of livestock. Its sole operating subsidiary, Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd., is headquartered in Beijing with administrative and sales offices located in Inner Mongolia, People’s Republic of China. For more information, please visit the Company’s website at http://www.yongyeintl.com
 
Safe Harbor Statement
 
This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on the SEC’s website (http://www.sec.gov) All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
 
For more information, please contact:
 
Yongye International, Inc.
Mr. Larry Gilmore-VP of Corporate Strategy
Phone: +86-10-8232-8866 x8880
Email: larry.gilmore@yongyeintl.com

CCG Investor Relations, Inc.
Mr. Crocker Coulson, President
Phone: +1-646-213-1915 (New York)
Email: crocker.coulson@ccgir.com
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