- Current report filing (8-K)
29 Oktober 2009 - 5:19PM
Edgar (US Regulatory)
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):
October 28, 2009
AMERICAN LORAIN CORPORATION
(Exact Name
of Registrant as Specified in its Charter)
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Delaware
(State
of Incorporation)
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001-34449
(Commission File No.)
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87-0430320
(IRS Employer Identification No.)
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Beihuan Road
Junan County
Shandong, China 276600
(Address of Principal Executive Offices)
(Zip Code)
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(86) 539-7318818
(Registrant's Telephone Number, including area code)
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):
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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£
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01
Entry into a Material
Definitive Agreement.
On October 28, 2009, American Lorain Corporation, a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Purchase
Agreement"), dated October 28, 2009, by and between the Company and the
accredited investors signatories thereto (collectively, the "Investors"),
pursuant to which the Company agreed to issue to the Investors (i) 5,011,169
shares (the "Shares") of common stock, par value $0.001 per share (the "Common
Stock"), (ii) Series A Warrants to purchase 1,753,909 shares of Common Stock
(the "Series A Warrant Shares") and (iii) Series B Warrants to purchase
501,115
shares of Common Stock (the "Series B Warrant Shares" and, collectively with the
Series A Warrant Shares, the "Warrant Shares"). The aggregate purchase price is
approximately $12 million. Pursuant to the Purchase Agreement, Investors have
a right to participate in up to 25%, in the aggregate, of certain future
financing transactions conducted by the Company within the next eighteen (18)
months.
The initial exercise price of each of the Series A Warrants and Series B
Warrants is $3.70 per share, subject to certain adjustments set forth therein,
including adjustments in the event of certain future financing transactions
conducted by the Company or in the event of a stock dividend or stock split. The
Series A Warrants become exercisable six months from the date of issuance and
have a term of five years thereafter. The Series B Warrants become exercisable
six months from the date of issuance and have a term of 30 months thereafter.
In connection with the transaction, the Company entered into a registration
rights agreement, pursuant to which the Company agreed to prepare and file a
registration statement covering the resale of the Shares and the Warrant Shares
with the Securities and Exchange Commission.
The Company is obligated to pay Rodman & Renshaw, LLC, as lead placement
agent, and FT Global Inc., as co-lead placement agent, in the aggregate, a
commission equal to 6% of the aggregate purchase price.
A form of the Purchase Agreement is attached hereto
as Exhibit 10.1, a form of the Series A Warrant is attached hereto as Exhibit
4.1, a form of the Series B Warrant is attached hereto as Exhibit 4.2 and a form
of the Registration Rights Agreement is attached hereto as Exhibit 4.3, each of
which is incorporated into this Item 1.01 by reference.
Item 3.02
Unregistered
Sales of Equity Securities.
The information included in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 3.02.
Based upon certain representations made by the Investors, as set forth in the
Purchase Agreement and the Warrants, the securities were issued pursuant to an
exemption from registration under Section 4(2) of the Securities Act and
Regulation D thereunder.
Item 8.01
Other Events.
On October 29, 2009, the Company issued a press release announcing the
closing of the transaction described in Item 1.01 of this Current Report on Form
8-K.
Item 9.01
Financial
Statements and Exhibits
(d) Exhibits.
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.
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American Lorain Corporation
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Date: October 29, 2009
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By:
/s/ Si Chen
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Name: Si Chen
Title: Chairman, Chief Executive Officer
and President
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Exhibit Index
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