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Exceed Co Ltd. 8-K 2009 Documents found in this filing: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>
July
27, 2009
Date
of Report (Date of earliest event reported)
2020
CHINACAP ACQUIRCO, INC.
(Exact
name of registrant as specified in its charter)
c/o
Surfmax Corporation
221
Boston Post Road East
Suite
410
(508)
624-4948
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
On July
27, 2009, 2020 ChinaCap Acquirco, Inc. (the “Company”), Exceed Company Ltd.
(“Exceed”), a wholly-owned subsidiary of the Company formed under the laws of
the British Virgin Islands with limited liability, Windrace International
Company Limited, an operating company in the People’s Republic of China
(“Windrace”), and the holders of the issued and outstanding shares of Windrace
(the “Sellers”) entered into a Supplemental Agreement to Agreement for Sale and
Purchase of Windrace (the “Supplemental Agreement”) amending the Agreement for
Sale and Purchase of Windrace dated May 8, 2009 (the “Purchase Agreement”)
whereby Exceed will purchase 100% of the issued and outstanding ordinary shares
of Windrace held by the Sellers.
The
Supplemental Agreement amends the Purchase Agreement in two
respects:
The
Supplemental Agreement limits the maximum number of New Investor Shares (as
defined below) issuable under the Purchase Agreement to approximately 3,957,784
shares. The Purchase Agreement provided that if, subsequent to the
execution of the Purchase Agreement, Windrace sells to third parties, and has
received consideration for, any of its ordinary shares, at closing Exceed will
issue to such third parties Exceed ordinary shares (the “New Investor
Shares”). The amount of shares to be issued to such new shareholders
will be equal to the aggregate amount paid for shares of Windrace divided by the
lowest of the closing prices of the Company’s common
stock on each of the last trading days of March, April and May 2009, which
is $7.58 per share.
The
Supplemental Agreement provides that the Sellers, who will control Exceed upon
the consummation of the transactions contemplated by the Purchase Agreement,
will cause Exceed to promptly register for resale under the federal securities
laws all outstanding ordinary shares of Exceed excluding the shares that will be
held in escrow at closing.
A copy of
the Supplemental Agreement is attached hereto as Exhibit 2.2
Investment
Agreement
On July
27, 2009, Windrace entered into an Investment Agreement (the “Investment
Agreement”) and an Escrow Agreement (the “Escrow Agreement”) with Wisetech
Holdings Limited (“Wisetech”), Windtech Holdings Limited (“Windtech” and,
collectively with Wisetech, the “Investors”) and Shuipan Lin, the CEO and a
principal stockholder of Exceed (“Lin”). Pursuant to the terms of the
Investment Agreement, the Investors will invest an aggregate of $30,000,000 in
Windrace in two installments:
An
initial investment of $2,500,000, paid into escrow pursuant to the Escrow
Agreement. Pursuant to the Investment Agreement, Windrace will use the proceeds
of this installment to purchase warrants for the purchase of common stock of the
Company (the “Warrants”) in the open market. The funds will be
released from escrow upon the entrance by Windrace into agreements to purchase
the Warrants.
2
A
subsequent investment of $27,500,000 payable upon the closing of the Investment
Agreement (the “Closing”).
The
Closing of the Investment Agreement is conditioned upon the satisfaction of the
conditions for closing the transactions contemplated by the Purchase
Agreement. Upon the Closing, Windrace will transfer up to 2,500,000
Warrants purchased by it to the Investors (the “Investor Warrants”), provided
that if Windrace purchases more than 2,500,000 Warrants it will transfer
2,500,000 Warrants to the Investors and tender the balance of the Warrants to
the Company for cancellation. In addition, upon the closing of the
transactions contemplated by the Purchase Agreement, Exceed shall issue to the
Investors that number of Exceed ordinary shares equal to the aggregate
investment made by the Investors (including any interest on funds accrued
pursuant to the Escrow Agreement) less the amount spent by Windrace to acquire
the Investor Warrants divided by $7.58 per share. The maximum amount
of Exceed ordinary shares issuable to the Investors assuming no purchase of
Warrants by Windrace is approximately 3,957,784 shares ($30,000,000/$7.58).
Proceeds from the investment will be used to partially repay a promissory note
issued by Windrace to Elevatech Limited, an affiliate of the Goldman Sachs
Group.
Jianming
Yu, a director of the Company, is a managing partner of the
Investors.
Copies of
the Investment Agreement and the Escrow Agreement are attached hereto as
Exhibits 2.3 and 2.4 respectively
Investor
Presentation
Attached
hereto as Exhibit 99.1, which is incorporated into this Item 8.01 by reference,
is a copy of certain slides revising and updating the slides dated May 8, 2009
filed with the Commission on a Form 8-K on May 11, 2009. These slides
are to be used in making presentations to analysts, stockholders and potential
investors regarding the proposed acquisition by Exceed of all of the outstanding
ordinary shares of Windrace, and that may be used in subsequent presentations to
interested parties, including analysts, potential investors and stockholders.
The submission of this report on Form 8-K is not an admission as to the
materiality of any information in this report that is required to be disclosed
solely by Regulation FD. Any information in this report supersedes inconsistent
or outdated information contained in earlier Regulation FD
disclosures.
A copy of
the Press Release issued by the Company announcing the Investment Agreement and
Supplemental Agreement is attached hereto as Exhibit 99.2.
3
(d) Exhibits.
Exhibit
No. Description
4
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.
5
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