-----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, MqtKFB3OGC6ErtuFjw0p5A0r41QHxUnFJpkSbUzeeRzeK8mpWF9jabzt+Jy8Vjq9 2qstdKVuiDy97qE5g+eKGg== 0001213900-10-003028.txt : 20100730 0001213900-10-003028.hdr.sgml : 20100730 20100730142550 ACCESSION NUMBER: 0001213900-10-003028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100728 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARDAN ACQUISITION CORP CENTRAL INDEX KEY: 0001447976 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53465 FILM NUMBER: 10980808 BUSINESS ADDRESS: STREET 1: 17 STATE STREET STREET 2: SUITE 1600 CITY: NEW YORK CITY STATE: NY ZIP: 10004 BUSINESS PHONE: 646-465-9090 MAIL ADDRESS: STREET 1: 17 STATE STREET STREET 2: SUITE 1600 CITY: NEW YORK CITY STATE: NY ZIP: 10004 8-K 1 f8k72810_chardan.htm FORM 8-K f8k72810_chardan.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 of 1934

Date of report (Date of earliest event reported):  July 28, 2010
 
Chardan Acquisition Corp.
(Exact name of registrant as specified in its charter)
 
British Virgin Islands
000-53465
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

c/o Codan Trust Company (B.V.I.) Ltd.
P.O. Box 3140, Romasco Place, Wickhams Cay 1
Road Town, Tortola
British Virgin Islands  VG1110
(Address of principal executive offices) (Zip Code)

(646) 465-9067
 (Registrant’s telephone number, including area code)

17 State Street, Suite 1600
New York, NY 10004
 (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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2010, Kerry Propper, the President and sole director of Chardan Acquisition Corp. (the “Company”) resigned from each such position, which resignations were effective on that date.  The Company is not aware of any disagreement between the Company and Mr. Propper that led to his resignation.  A copy of Mr. Propper’s resignation letter is attached to this current report as Exhibit 99.1.

On July 29, 2010, the shareholders of the Company appointed Congyan “Mark” Xue to serve as the Company’s sole director, and on that same date Mr. Xue appointed himself as the Company’s Chief Executive Officer.

Mr. Xue, age 35, is currently a Managing Director at Chardan Capital Markets, LLC, an investment bank and the Company’s principal stockholder, where he is responsible for the overall business operations of Chardan Capital Market’s Beijing office. Mr. Xue joined Chardan Capital Markets on April 1, 2007.  From 2004 until joining Chardan Capital markets LLC, Mr. Xue worked as an associate at Beijing Chum Investment Corporation. Mr. Xue holds an MA in International Finance from Leeds University and a BS in Computer Science, from Angeles University in Philippines.

On July 30, 2010, Mr. Xue, the Company’s sole director appointed William C. Morro as the Company’s Chief Financial Officer.

Mr. Morro, age 56, is currently a Managing Director at Chardan Capital Markets, LLC, an investment bank and the Company’s principal stockholder, where he is responsible for various investment banking projects. Mr. Morro joined Chardan Capital Markets on October 1, 2009.  Since 2001 Mr. Morro has been Managing Director of InterAmerican Group, an investment and operations consulting business, and he continues in that role on a part-time basis.  Since its formation in May 2005 Mr. Morro served as Chief Executive Officer and a board member of CNC Development Ltd. and its predecessor Company, InterAmerican Acquisition Group, Inc (OTCBB: CDLVF).  He currently also serves on the board of directors of Boardman Molded International, LLC, a private company providing injection molded products to customers in the United States and Mexico. Mr. Morro holds an MBA from the Kellogg Graduate School of Management (Northwestern University) and a B.A. from Dartmouth College.

Since the beginning of the Company’s last fiscal year the Company has not been a party to, and it is not currently proposed that the Company be a party to, any transaction with Mr. Xue, Mr. Morro or any of their affiliates that is described in Item 404(a) of Regulation S-K. There is no family relationship between Mr. Morro and Mr. Xue.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 28, 2010, the Company’s Board of Directors authorized a change in the Company's fiscal year end to January 31 from September 30. The Company plans to report its financial results for the four month transition period of October 1, 2009 through January 31, 2010 on a Transition Report on Form 10-K, or equivalent form.  As a result of the change in fiscal year, the Company’s next fiscal year end will be January 31, 2011.
 
 Item 9.01 Exhibits

Exhibit
Description
 
 99.1
 
Letter of resignation of Kerry Propper dated July 29, 2010.

 
 

 
 
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.


 
CHARDAN ACQUISITION CORP.
 
       
Date: July 30, 2010
By:
 /s/  William C. Morro
 
   
 William C. Morro
 
   
Chief Financial Officer
 


EX-99.1 2 f8k72810ex99i_chardan.htm LETTER OF RESIGNATION f8k72810ex99i_chardan.htm
Exhibit 99.1
 
DIRECTORS RESIGNATION LETTER
 
 
TO: The Shareholders & Directors of Chardan Acquisition Corp. (the "Company")
 
 
 
I, Kerry Propper, hereby tender my resignation as President effective immediately, and as director of the Company effective as and when accepted by the shareholder. Without prejudice to any right to indemnification by the Company to which the undersigned may be entitled under the Company's articles or otherwise in respect of any action which may be brought against the undersigned in the future in connection with, or arising out of its service as a Director of the Company, the undersigned hereby confirms that it has no claim or right of action whatsoever against the Company whether for damages, compensation for loss of office or otherwise, and that the Company is in no way obligated or indebted to the undersigned.
 
Dated this 29th day of July, 2010.
 
 
/s/  Kerry Propper      
Kerry Propper
-----END PRIVACY-ENHANCED MESSAGE-----