UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) May 22, 2009
CHINA
DIRECT, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
|
001-33694
|
13-3876100
|
|
|
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
431
Fairway Drive, Suite 200, Deerfield Beach, Florida 33441
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (954) 363-7333
(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 (see General Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Item
1.02 – Termination of a Material Definitive Agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
22, 2008 Mr. I. Andrew Weeraratne, Chief Financial Officer of China Direct, Inc.
(the “Company”) resigned from his position with the Company and terminated his
at-will employment arrangement with the Company. On May 22, 2009, Mr. Weeraratne
and the Company entered into a Separation Agreement (the “Separation
Agreement”). Pursuant to the terms of the Separation Agreement, the Company
accelerated the vesting of and awarded Mr. Weeraratne 34,367 shares of the
Company’s common stock and agreed to continue to pay his salary thru May 31,
2009. A copy of the Separation Agreement is attached hereto as
Exhibit 10.1.
Effective May 22, 2009, Huaqin (Kim)
Chen, the Company’s Controller and Internal Audit Manager will assume Mr.
Weeraratne’s duties while the Company seeks his replacement. Ms. Chen has served
as the Company's Controller and Internal Auditor since April 2009. From January
2001 to March 2009, Ms. Chen was the Assistant Controller at International Paper
Company where she was responsible for financial reporting, analysis and
budgeting, internal controls, domestic and international audits, supervision of
accounts receivable and payables, payroll and project managers and the
establishment of the financial controls over a Hong Kong based business. From
January 1992 to November 2000, Ms. Chen held various corporate accounting
positions. From August 1980 through December 1989, Ms. Chen was an
Assistant Professor of English at Shanghai International Studies University in
China where she received a Bachelors of Arts Degree in English and
Literature in 1980. Ms. Chen also received a Masters in Business
Administration with a Concentration in Accounting and Finance from Winthrop
University, Rock Hill, South Carolina in 1992.
Ms. Chen
will continue to receive her salary of $80,000 per year in cash plus 10,000
shares of the Company’s restricted common stock pursuant to the April 3, 2009
employment agreement entered into between the Company and Ms. Chen. The
restricted common stock will vest 25% on April 3, 2010, then 25% each quarterly
period thereafter until fully vested and will be subject to the terms and
conditions of the Company’s restricted stock award agreement as approved by the
Company’s Compensation Committee . In addition, Ms. Chen is eligible
to receive a bonus of up to 20% of her salary subject to approval by our
Compensation Committee and is entitled to participate in the Company’s health,
dental and life insurance plan after 90 days of employment with the
Company.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits:
|
|
10.1
|
Separation
Agreement between China Direct, Inc. and I. Andrew Weeraratne dated as of
May 22, 2009.
|
|
10.2
|
Employment
Agreement between China Direct, Inc. and Huaqin (Kim) Chen dated as of
April 3, 2009.
|
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.
CHINA
DIRECT, INC.
|
Date:
May 28, 2008
|
By:
|
/s/
Yuejian Wang
|
|
|
|
Yuejian
(James) Wang,
|
|
|
|
Chief
Executive Officer
|
|
|
|
|