Unassociated Document
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): August 3, 2009
SINO
CLEAN ENERGY INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-51753
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75-2882833
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Room
1605, Suite B, Zhengxin Building
No.
5, Gaoxin 1st Road, Gaoxin District
Xi’an,
Shaanxi Province, People’s Republic of China
(Address
of Principal Executive Offices)
(8629)
8209-1099
(Issuer Telephone
Number)
N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers; Compensatory Arrangements of Certain
Officers.
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(d)
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Appointment
of Director
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On August
3, 2009, the board of directors of Sino Clean Energy Inc. (the “Company”)
approved an increase in the number of directors of the Company from five to six,
and appointed Mr. Yong Li to fill the newly created vacancy effective August 3,
2009.
Mr. Li is a partner at Investwide LLC and
Investwide Capital LLC since January 2005, where he oversees investment
strategies. He is also in
charge of risk management of Midway Group LP as its Managing Director, and has been with the
firm since March
2003. Mr. Li graduated from
China’s Sichuan University in 1987 with a B.S. in computer
science. He also received a
M.S. in mathematics and computer science in 1989 and a Ph.D. in computer
science/operations
research in 1992 from
Pennsylvania State University.
As
disclosed in its current reports on Form 8-K filed on July 8, 2009 and on July
22, 2009 (collectively the “Form 8-K”), the Company recently sold approximately
$11.6 million in aggregate principal amount of 10% senior secured convertible
notes and warrants to purchase up to approximately 30.5 million shares of common
stock in a private placement to several institutional and/or accredited
investors. Both Investwide LLC and Investwide Capital LLC, of which Mr. Li is a
partner, participated in the transaction, purchasing $2.75 million of the notes
and warrants in the aggregate. Additionally, Mr. Li’s appointment to the board
of directors is made pursuant to a term of securities purchase agreement that
the Company entered into with the investors in connection with the transaction,
granting such investors the right to designate a member of the board of
directors so long as any note is outstanding.
Based
upon information submitted by Mr. Li, the board of directors has determined that
he is “independent” under Rule 5605(a)(2) of the NASDAQ Listing Rules. Mr. Li
has not participated in the preparation of the Company’s financial statements or
any current subsidiary at any time during the past three years, and he is able
to read and understand fundamental financial statements. The board of directors
has additionally appointed Mr. Li to the compensation and nominating committees
in place of Mr. Zidong Cao, who will continue to serve on the audit
committee.
In
connection with his appointment to the board of directors, Mr. Li has executed
and delivered a director offer letter, pursuant to which he will be entitled to
receive annual compensation of $39,000 for his services rendered as a director,
as well as a member of the audit, compensation and nominating committees. The
Company also agrees to include Mr. Li as an insured under its directors and
officers insurance, and will reimburse Mr. Li for reasonable expenses incurred
in connection with the performance of duties as a director of the Company,
including travel expenses.
The
foregoing description of the material terms of the director offer letter is
qualified in its entirety by a form of such agreement included with this 8-K as
Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit
Number
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Description
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99.1
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Form
of Director Offer Letter with Yong
Li
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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 thereunto
duly authorized.
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Date: August
4, 2009
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Sino
Clean Energy, Inc.
(Registrant)
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By:
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/s/
Baowen Ren
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Baowen
Ren
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Chief
Executive Officer
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