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 18,
2008
CHINA
ENERGY RECOVERY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53283
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33-0843696
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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7F,
De Yang Garden
No.
267 Qu Yang Road
Hongkou
District, Shanghai
Shanghai,
China
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200081
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(Address
of Principal Executive Offices)
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(Zip
Code)
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+86
(0)21
5556-0020
(Registrant's
telephone number, including area code)
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(Former
name or former address, if changed since last
report)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers; Compensatory Arrangements of Certain Officers
.
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On
September 18, 2008, the Board of Directors of China Energy Recovery, Inc. (the
"Company") increased the size of the Board of Directors from three members
to
seven members and elected Mr. Roger Ballentine, Ms. Meng Jiang and Mr. Fred
Krupica to serve as new directors. The Company anticipates adding a seventh
director shortly and at that time a majority of the Company's directors are
expected to be "independent" as that term is defined by the rules of the Nasdaq
Stock Market.
In
connection with the appointment of the new directors, on September 18, 2008,
the
Company entered into substantially identical Board of Directors - Retainer
Agreements (the "Retainer Agreements"), Board of Directors Proprietary
Information and Inventions Agreements (the "Confidentiality Agreements") and
Indemnity Agreements (the "Indemnity Agreements") with each of the new
directors.
Pursuant
to the terms of the Retainer Agreements, each director has agreed to serve
as a
director until the earlier of the termination of the Retainer Agreement or
the
two year anniversary of the effective date thereof. As further described below,
each director will receive compensation for service on the Company's Board
of
Directors in the form of options to purchase the Company's common stock and,
in
some cases, cash retainer payments. The term of the options is ten years and
the
options vest in eight equal installments on each October 1, January 1, April
1
and July 1 during the term. The Company intends that the options will be subject
to an option plan that the Company expects to adopt in 2008. The retainers
are
paid on a quarterly basis during the term of the Retainer Agreement. The
Retainer Agreements automatically renew for successive terms upon the director's
re-election to the Board of Directors for the period of such term, unless the
Board of Directors determines not to renew a Retainer Agreement in its sole
discretion. Each Retainer Agreement automatically terminates upon the earlier
to
occur of (a) the death of the director, (b) the director's resignation or
removal from, or failure to win election or re-election to, the Company's Board
of Directors, or (c) upon the approval of the Company's Board of Directors,
in
its sole discretion. In the event of termination, the director is entitled
to
receive (i) payment of the portion of the retainer for service on the Company's
Board of Directors which has accrued to such director through the date of
termination, and (ii) the number of options that are vested as of the date
of
termination. The unaccrued portion of the retainer and any unvested options
as
of the date of termination will be forfeited by the director upon termination
of
the Retainer Agreement. Finally, each director has agreed not to compete with
the Company during the term of the Retainer Agreement and for a period of six
months thereafter.
The
Confidentiality Agreement imposes customary confidentiality obligations on
each
director and pursuant to the terms of the Indemnity Agreements, the Company
has
agreed to indemnify each director to the fullest extent permitted by the
Company's Bylaws and applicable law.
Following
is biographical, compensation and material related party information about
each
of the new directors.
Roger
Ballentine
Mr.
Roger
Ballentine, age 45, is the President of Green Strategies Inc., a consulting
company that assists clients in the energy and environmental arena with domestic
and international public policy matters, investment guidance in the "clean
tech"
marketplace and marketing and business development strategies, a position that
he has held since February 2001. Mr. Ballentine is also a Venture Partner with
Arborview Capital LLC, a private equity firm focused on the clean technology
market place, a position he has held since May 2008. Mr. Ballentine serves
as
both a Lecturer on Law at the Harvard Law School, teaching in the area of energy
and climate policy, a position he has held since May 2007, and as a Senior
Fellow at the Progressive Policy Institute in Washington D.C., a position he
has
held since 2003. Previous to these positions, from June 1999 to January 2001,
Mr. Ballentine served under President Bill Clinton as Chairman of the White
House Climate Change Task Force and Deputy Assistant to the President for
Environmental Initiatives. Prior to being named Deputy Assistant to the
President, from January 1998 to June 1999, Mr. Ballentine was Special Assistant
to the President for Legislative Affairs, where he focused on energy and
environmental issues. Mr. Ballentine is a graduate of the University of
Connecticut and Harvard Law School. Mr. Ballentine currently serves on the
Boards of Directors of Environmental Power Corporation (NASDAQ: EPG), a
developer and producer of clean energy, Perillon Software Inc., an environmental
and sustainability driven software company, and ENpartners Corp., an energy
efficient lighting company and on the Advisory Boards of Stratos Renewables
Corporation (OTCBB: SNRW), a sugarcane ethanol producer, Pure Biofuels
Corporation (OTCBB: PBOF), a Latin American biofuels company, and Safe
Renewables Corporation, a biodiesel manufacturer. Mr. Ballentine is a founding
Board Member of the American Council on Renewable Energy and serves on the
Boards of the Biomass Energy Resource Center and the International Fund for
China's Environment.
Mr.
Ballentine will serve as the Chairman of the Company's Compensation Committee
and a member of the Company's Governance and Nominating Committee.
Pursuant
to the terms of Mr. Ballentine's Retainer Agreement, the Company will pay Mr.
Ballentine an annual cash retainer of $60,000. In addition, the Company granted
Mr. Ballentine options to purchase 70,000 shares of the Company's common stock
at an exercise price of $2.90 per share.
Upon
his
appointment as a director, the Company and Mr. Ballentine agreed to terminate
a
Consulting Agreement they entered into on April 1, 2008. Pursuant to the terms
of the Consulting Agreement, the Company engaged Mr. Ballentine to provide
the
Company with various business development, marketing and other advisory
services. As compensation for the services to be rendered by Mr. Ballentine
under the Consulting Agreement, the Company agreed to pay Mr. Ballentine a
cash
fee of $5,000 per month and issue 30,000 options to purchase the Company's
common stock at an exercise price of $1.08 per share. The Company never issued
the options to Mr. Ballentine but paid him an aggregate of $25,000 in cash
during the term of the agreement. The original term of the Consulting Agreement
was to expire on February 30, 2010. Mr. Ballentine agreed to forfeit the options
issuable to him under the terms of the Consulting Agreement.
Meng
Jiang
Ms.
Meng
Jiang, age 28, is a Managing Director of ARC China, Inc., a merchant banking
firm affiliated with the Los Angeles, California-based private equity firm
ARC
Investment Partners, LLC. She has held this position since May 2008. From
November 2004 to May 2008, Ms. Jiang served as an Associate Director of Business
Development Asia, a cross-border mergers and acquisitions firm. She started
her
career at UBS Investment Bank in New York City between August 2003 and November
2004. Ms. Jiang is a graduate of Wellesley College where she received Bachelor
of Arts degrees in political science and economics.
Ms.
Jiang
will serve as a member of the Company's Audit Committee
and
the
Company’s Compensation Committee.
Pursuant
to the terms of Ms. Jiang's Retainer Agreement, the Company granted Ms. Jiang
options to purchase 50,000 shares of the Company's common stock at an exercise
price of $2.90 per share.
Fred
Krupica
Mr.
Fred Krupica, age 56, is the Chief
Financial Officer of Legalzoom.com Inc., a legal document and filing service,
a
position he has held since April 2008. In this role, he is responsible for
the
company's financial and corporate development aimed at supporting LegalZoom's
continued growth. Between February 2006 and April 2008, Mr. Krupica served
as
the Chief Financial Officer of Altra Inc., one of North America's largest
renewable fuels producers. Mr. Krupica served as the Chief Financial Officer
for
Fastclick, Inc., an online advertising company, between September 2004 and
September 2005. From December 2002 to September 2004, Mr. Krupica served as
the
Chief Financial Officer of WJ Communications, Inc., a developer of radio
frequency and fiber optic communication devices. Between May 2001 and November
2002, Mr. Krupica served as the Chief Financial Officer of Magnetic Data
Technologies, LLC, a provider of disk drive repair logistics. Between 1975
and
May 2001, Mr. Krupica worked with numerous private and public companies,
including Patel Ventures, a private equity firm, F&G Financial Services,
Inc., a financial services company he founded, Atlantic Richfield Co., a
global oil and gas enterprise, Pullman, Inc., a freight car manufacturer, and
PricewaterhouseCoopers, one of the largest accounting firms in the world. Mr.
Krupica currently serves on the Board of Directors of two private companies,
Celerus Diagnostics, a medical instrument diagnostics company and TMC
Communications, a reseller of telecommunication services. Mr. Krupica is a
graduate of the University of Illinois, where he received a Bachelor of Science
degree in Accounting, and the University of California at Los Angeles, where
he
received a Master's degree in Business Administration. He is a member of the
American Institute of Certified Public Accountants.
Mr.
Krupica will serve as the chairman of the Company's Audit Committee and as
a
member of the Company's Governance and Nominating Committee.
Pursuant
to the terms of Mr. Krupica's Retainer Agreement, the Company will pay Mr.
Krupica an annual cash retainer of $30,000. In addition, the Company granted
Mr.
Krupica options to purchase 140,000 shares of the Company's common stock at
an
exercise price of $2.90 per share.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
.
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On
September
18, 2008, the Company amended Section 3.1 of the Company's Bylaws to increase
the maximum size of the Company's Board of Directors from five members to nine
members. The amendment to the Company's Bylaws is attached as Exhibit 3.1 to
this Current Report on Form 8-K.
On
September 18, 2008, the Company issued a press release announcing the
appointment of Mr. Ballentine to the Board of Directors and on September 22,
2008, the Company issued a press release announcing the appointment of Ms.
Jiang
and Mr. Krupica to the Board of Directors. Copies of the press releases are
attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits
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3.1
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First
Amendment to the Bylaws of China Energy Recovery,
Inc.
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99.1
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Press
Release of China Energy Recovery, Inc., dated September 18,
2008.
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99.2
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Press
Release of China Energy Recovery, Inc., dated September 22,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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China
Energy Recovery, Inc.
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Date:
September 24, 2008
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By:
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/s/
Qinghuan Wu
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Qinghuan
Wu
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Chief
Executive Officer
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China Energy Recovery (CE) (USOTC:CGYV)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
China Energy Recovery (CE) (USOTC:CGYV)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
