-----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, Q06E87IYOHscyiGnINwP8awLoP3/ofFzGwRHhgLFFQmKO14kpoR+CHQzyhWX48Vn qf3mWyviCyal6w47dZ7lbg== 0001085037-07-001238.txt : 20070524 0001085037-07-001238.hdr.sgml : 20070524 20070524120057 ACCESSION NUMBER: 0001085037-07-001238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070522 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATHAY MERCHANT GROUP, INC. CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16283 FILM NUMBER: 07875788 BUSINESS ADDRESS: STREET 1: 3604 TOWER 1, KERRY EVERBRIGHT CITY STREET 2: 218 TIAN MU ROAD WEST CITY: SHANGHAI STATE: F4 ZIP: 200070 BUSINESS PHONE: 86-21-6353-0012 MAIL ADDRESS: STREET 1: 3604 TOWER 1, KERRY EVERBRIGHT CITY STREET 2: 218 TIAN MU ROAD WEST CITY: SHANGHAI STATE: F4 ZIP: 200070 FORMER COMPANY: FORMER CONFORMED NAME: EQUIDYNE CORP DATE OF NAME CHANGE: 20000110 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ELECTROMEDICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k.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) May 22, 2007

CATHAY MERCHANT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

 

0-9922

(Commission File Number)

 

04-2608713

(I.R.S. Employer Identification Number)

 

Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong SAR, China

(Address of principal executive offices, including zip code)

 

(852) 2537-3613

(Registrant's telephone Number, including area code)

N/A

(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:

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

On May 22, 2007, our board of directors acted by unanimous consent to amend our bylaws and reduce our quorum requirement. Following the amendment, our quorum requirement was reduced from shareholders holding at least fifty percent (50%) of the issued and outstanding shares to shareholders holding at least thirty-three and one third percent (33.3%) of the issued and outstanding shares. A 33.3% quorum is the lowest quorum requirement permitted under Delaware corporate law and the Company Guide of the American Stock Exchange.

The board of directors approved the reduction because it had found it exceedingly difficult to satisfy our former quorum requirement, which is necessary to constitute a valid and duly called meeting of our shareholders. As disclosed in our current report on Form 8-K dated May 17, 2007, our Chairman was forced to adjourn our 2007 annual general meeting because we did not obtain the requisite quorum.

 

 


 

- 2 -

 

 

Item 9.01 Financial Statements and Exhibits.

99.1

Press release dated May 24, 2007.

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.

CATHAY MERCHANT GROUP, INC.

 

By:

/s/ Michael Smith                    

 

Michael Smith

 

Chief Executive Officer, President and Chief Financial Officer

 

Date: May 24, 2007

 

 

CW1218431.1

 

 

 

 EX-99 2 ex99-1.htm EXHIBIT 99.1 - NEWS RELEASE

NEWS RELEASE

 

Cathay Merchant Group, Inc. Amends Bylaw

to Reduce Quorum Requirement

 

Hong Kong, China – May 24, 2007, Cathay Merchant Group, Inc. (AMEX: CMQ) (the “Company”) – On May 22, 2007, the Board of Directors of the Company amended its bylaws to reduce the Company’s quorum requirement, which requirement is necessary to constitute a valid and duly called meeting of its shareholders. Following the amendment, the Company’s quorum requirement was reduced from shareholders holding at least 50% of the issued and outstanding shares to shareholders holding at least 33.3% of the issued and outstanding shares. The Board of Directors approved the reduction because it had found it exceedingly difficult to satisfy its former quorum requirement. As the 2007 annual general meeting was adjourned because the Company did not obtain the requisite quorum, the Company hopes that the reduction will enable the Company to hold future shareholder meetings without delay.

 

Contact Information:

Rene Randall

604.683.5767

 

 

UNIT 803, DINA HOUSE, RUTTONJEE CENTRE, 11 DUDDELL STREET, CENTRAL HONG KONG, CHINA

TELEPHONE: (852) 2537-3613 FACSIMILE: (852) 2537-3689

 

 

 

 

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