cdii-8k.htm
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) June 15, 2009
CHINA
DIRECT INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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001-33694
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13-3876100
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On June
15, 2009, China Direct Industries, Inc. (the “Company”) entered
into an engagement letter (the “Engagement Letter”) with
Rodman & Renshaw, LLC (“Rodman”) relating to the Company’s registered
offer and sale of shares of its common stock and warrants to purchase its common
stock. A copy of the Engagement Letter is attached hereto as Exhibit
1.1.
The
Company also entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with the investors signatory thereto. The Securities
Purchase Agreement relates to the issuance and sale in a public offering by the
Company of an aggregate of 2,702,702 shares of its common stock, at a price of
$1.85 per share (each a “Share,” and, collectively, the “Shares”) and warrants
(the “Warrants”) to purchase up to an additional 1,351,352 shares of
common stock. The Company received gross proceeds of approximately
$5 million before placement agent fees and other expenses. The Securities
Purchase Agreement contains representations, warranties, and covenants of the
Company and the investors that are customary for transactions of this type. The
Securities Purchase Agreement is attached hereto as
Exhibit 10.1.
The
Warrants are exercisable beginning 6 months after their initial issuance at an
exercise price of $2.31 per share until June 15, 2014. The exercise price and
number of shares issuable upon exercise are subject to adjustment in the event
of stock splits or dividends, business combinations, sale of assets or other
similar transactions. A copy of the form of Warrant is attached hereto as
Exhibit 10.2.
Pursuant
to the Engagement Letter, Rodman is receiving an aggregate fee of 3% of the
proceeds raised in the offering plus expenses of $25,000.
The
description of the offering provided herein is qualified in its entirety by
reference to the Engagement Letter, the Securities Purchase Agreement and the
Warrant which are attached hereto as exhibits. The Company has filed with
the Securities and Exchange Commission (the “Commission”) the Engagement Letter,
the Securities Purchase Agreement and the Warrant in order to provide investors
and the Company’s stockholders with information regarding their respective terms
and in accordance with applicable rules and regulations of the
Commission. Each agreement contains representations and warranties that
the parties made to, and solely for the benefit of, the other in the context of
all of the terms and conditions of that agreement and in the context of the
specific relationship between the parties. The provisions of the
Engagement Letter and the Securities Purchase Agreement, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to such agreements and are not intended as
documents for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures contained in
the Company’s filings with the Commission.
The
Shares are being issued pursuant to a prospectus supplement dated June 16, 2009,
filed with the Commission pursuant to Rule 424(b) under the Securities
Act, as part of a shelf takedown from the Company’s registration statement on
Form S-3 (File No. 333-151648), including a related prospectus, which
was declared effective by the Securities and Exchange Commission on August 1,
2008.
Pursuant
to the terms of our Series A Convertible Preferred Stock offering conducted in
February 2008, the Company will reduce the price on warrants to purchase 143,750
shares of common stock from $8.00 to $1.85 per share. Accordingly,
remaining holders of our Series A Convertible Preferred Stock will have the
conversion price adjusted.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
The
following exhibits are filed herewith:
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1.1
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Engagement
Letter dated June 15, 2009 between the China Direct Industries, Inc. and
Rodman & Renshaw, LLC
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10.1
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Form of
Securities Purchase Agreement dated as of March 23, 2009 between the
Company and the Purchasers
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10.2
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Form of
Warrant
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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 hereunto
duly authorized.
CHINA
DIRECT INDUSTRIES, INC.
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Date:
June 17, 2009
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By:
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/s/
Yuejian Wang |
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Yuejian
(James) Wang,
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Chief
Executive Officer
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