8-K 1 v127133_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 of 1934 
 
Date of report (Date of earliest event reported): September 15, 2008
 

 
CHINA WIND SYSTEMS, INC.
 

 
(Exact name of registrant as specified in Charter)
 
Delaware
 
33-16335
 
74-2235008
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)
 
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People’s Republic of China

 (Address of Principal Executive Offices)
 

(86) 510-8338-6339

 (Registrant’s Telephone number)
 
Copies to:
Asher S. Levitsky PC
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 981-6767
Fax: (212) 930 - 9725
E-mail: alevitsky@srff.com

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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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 7.01. Regulation FD Disclosure.
 
On September 15, 2008, China Wind Systems, Inc., a Delaware corporation (the “Company”), provided updated earnings guidance for the fiscal year ended December 31, 2008. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. The Company has also updated a business presentation it will present to various investors to reflect the updated guidance. A copy of the PowerPoint presentation is attached hereto as Exhibit 99.2.

On September 17, 2008, the Company announced that Barron Partners LP, the Company's lead investor, agreed to eliminate the provisions of the securities purchase agreement that provided for the delivery of shares held in escrow and a reduction in the warrant exercise price if certain levels of pre-tax income were not reached. A copy of the agreement, which is dated September 12, 2008 but was executed by Barron Partners on September 16, 2008, is provided as Exhibit 99.3 to this Form 8-K hereto. A copy of the press release announcing the waiver is being filed as Exhibit 99.4 to this Form 8-K and is incorporated herein by reference in its entirety.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 
99.1
Press release dated September 15, 2008.
99.2
PowerPoint presentation dated September 16, 2008.
 
99.3
Agreement dated September 12, 2008, by and among the Company and certain Investors.
 
99.4
Press release dated September 17, 2008.
 
 
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.
 
     
 
China Wind Systems, Inc.
 
 
 
 
 
 
Date: September 23, 2008
By:   /s/ Adam Wasserman
 
Adam Wasserman
Chief Financial Officer
   
 
 
3