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):   February 21, 2012

CLEANTECH SOLUTIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in Charter)

Delaware	001-34591	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) 51083397559

 (Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

150 East 42nd Street

New York, New York 10017

Phone: (212) 370-1300

Fax: (646) 895-7182

E-mail: alevitsky@egsllp.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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On February 21, 2012, at a special meeting of stockholders, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation which (i) effected a one-for-ten reverse split and (ii) changed the Company’s authorized capital stock common stock from 150,000,000 shares of common stock and 60,000,000 shares of preferred stock to 50,000,000 shares of common stock and 30,000,000 shares of preferred stock.  The par value per share of the common stock and preferred stock, which is $0.001 per share, was unchanged.

The vote was for the amendment to the Company’s certificate of incorporation was as follows:

For:	11,211,916
Against:	169,529
Abstain:	2,033

On February 22, 2012, the Company filed a certificate of amendment to its certificate of incorporation to reflect the reverse split and the amended authorized capital stock with the Secretary of State of the State of Delaware.

The Company anticipates that the reverse split will become effective on or about March 6, 2012.

Item 7.01  Regulation FD Disclosure

On February 22, 2012, the Company issued a press release announcing the stockholder approval of the amendment to the Company’s certificate of incorporation.

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 Exhibit 99.1 as it relates to matters described in Item 7.01, 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.

3.2	Certificate of amendment to the Company’s certificate of incorporation
99.1	Press release issued February 22, 2012

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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.

Date: February  23, 2012	Cleantech Solutions International, Inc.
By:	/s/ Jianhua Wu
	Jianhua Wu
	Chief Executive Officer

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EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

CLEANTECH SOLUTIONS INTERNATIONAL, INC.

Cleantech Solutions International, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “corporation”), does hereby certify:

1.The Certificate of Incorporation of the corporation was filed with the Secretary of State on June 24, 1987.  A Restated Certificate of Incorporation of the corporation was filed with the Secretary of State on March 28, 2008.

2.Paragraph (a) of Article FIFTH of the Restated Certificate of Incorporation is hereby amended and restated to read as follows:

“FIFTH: (a) The total number of shares of capital stock which the Corporation shall have authority to issue is eighty million (80,000,000) shares, of which (i) fifty million (50,000,000) shares are designated as common stock with a par value of $0.001 per share (“Common Stock”) and (ii) thirty million (30,000,000) shares are designated as preferred stock with a par value of $0.001 per share (“Preferred Stock”).

3.Upon the filing of this Certificate of Amendment, each share of Common Stock, par value $0.001 per share, outstanding on such date, shall automatically become and be converted into one-tenth of one share of such Common Stock.

4.This Amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of Delaware.

5.The capital of the corporation will not be reduced under or by reason of any amendment herein certified.

IN WITNESS WHEREOF, Cleantech Solutions International, Inc. has caused this Certificate to be signed by its Chief Executive Officer this 21st day of February, 2012.

/s/ Jianhua Wu

Jianhua Wu, Chief Executive Officer

EX-99.1

Exhibit 99.1

Company Contact:

Mr. Ryan Hua

Vice President Operations

Cleantech Solutions International, Inc.

Email: ryanhua@cleantechsolutionsinternational.com

Web: www.cleantechsolutionsinternational.com

Investor Relations Contact:

Ms. Elaine Ketchmere

CCG Investor Relations

Tel: +1-310-954-1345

Email: elaine.ketchmere@ccgir.com

Web: www.ccgirasia.com

Cleantech Solutions Announces Stockholder Approval of one-for-ten Reverse Split and Change in Authorized Capital Stock

WUXI, Jiangsu, China February 22, 2012 - Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar and other clean technology industries, announced that its stockholders approved, at a special meeting of shareholders held on February 21, 2012 at its office in Wuxi City, Jiangsu Province, PRC the one-for-ten reverse split of its common stock and a change in its authorized capital stock. The Company’s authorized capital stock will change from 150,000,000 shares of common stock and 60,000,000 shares of preferred stock to 50,000,000 shares of common stock and 30,000,000 shares of preferred stock.

About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is www.cleantechsolutionsinternational.com.  Any information on the Company’s website or any other website is not a part of this press release.

Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors 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 those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website, including factors described in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2010 and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q for the quarter ended September 30, 2011. All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

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