biostar8k010510.htm
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): December 29, 2009
BIOSTAR
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in Charter)
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Maryland
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333-147363
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20-5101287
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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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No.
588 Shiji Avenue
Xiangyang
City, Shaanxi Province
People’s
Republic of China 712046
(Address
of Principal Executive Offices)
86-029-33686638
(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))
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Resignation
of Directors
Effective
December 29, 2009, Michael Segal and Xiefeng Nie each voluntarily resigned as
directors on the Registrant’s board of directors (the “Board”). The decision by
each of these directors to resign from their positions was not the result of any
material disagreement with the Registrant on any matter relating to the
Registrant’s operations, policies or practices.
Appointment
of Independent Directors
Effective
December 30, 2009, the Board appointed the following persons to fill the
vacancies created by the resignations of Mr. Segal and Mr. Nie: Mr. Zibing
“Zack” Pan and Mr. Zhongyang Shang.
Mr. Pan,
41, is a Certified Public Accountant, certified by the Oklahoma State Board of
Accountancy and member of American Institute of Certified Public Accountant
(AICPA) and Oklahoma Society of Certified Public Accountants (OSCPA). Mr. Pan is
currently chief financial officer of China Education Alliance, Inc., to which he
was appointed in August 2009. Prior to that position, Mr. Pan was an audit
manager with Eide Bailly CPAs & Business Advisors (“Eide Bailly”) at its
Oklahoma City office. Mr. Pan had been working at Eide Bailly since
September 2005. From September 1998 to September 2005, Mr. Pan was a statistical
analyst and economist with the State of Oklahoma. From 1994 to 1996, Mr. Pan
worked as a loan project officer for Asian Development Bank Loan Management
Office in Anhui, China. From 1988 to 1994, Mr. Pan was an associate professor at
Anhui University, China, teaching English language. Mr. Pan graduated with a
Master of Business Administration from the University of Central Oklahoma in
1999. He obtained his Bachelor of Arts from Anhui University, China in
1988.
Mr.
Shang, 57, is currently the director of Shaanxi
Province Administration of Industry and Commerce’s Bureau of Fair
Trading, a
position he has held since 2006. From 1996 to 2006, Mr. Shang was the director
of the Administration of Industry and Commerce for the municipalities of
Tongchuan and Xianyang in Shaanxi Province. Mr. Shang was the deputy director of
Tongchuan’s Foreign Trade Bureau from 1993 to 1996, and the director of
Tongchuan’s Transportation Department from 1984 to 1992. From 1980 to 1983, Mr.
Shang was an editor and reporter with the Shaanxi Daily News. Mr. Shang is a
graduate of the Central Party College of Economics and
Management.
Based
upon information submitted by Mr. Pan and Mr. Shang, the Board has determined
that each of them is “independent” under the NASDAQ Listing Rules. Neither of
the appointees has participated in the preparation of the Registrant’s financial
statements or any current subsidiary at any time during the past three years,
and each of them is able to read and understand fundamental financial
statements.
Agreements
with Directors
Mr. Pan
and Mr. Shang have each executed and delivered a director appointment letter, a
form of which is attached to this current report as Exhibit 99.1.
Agreements
with Mr. Pan
Under the
agreement with Mr. Pan, he is appointed for one year or until the next annual
shareholders’ meeting, and will be entitled to receive annual compensation of
120,000 Renminbi (“RMB”) for his services rendered as a member of the Board and
as chairman of the audit committee, payable in quarterly installments and
subject to his continuous service on the Board. Mr. Pan is additionally granted
options under the Registrant’s 2009 Incentive Stock Plan (the “Plan”) to
purchase up to 50,000 shares of the Registrant’s common stock, and in connection
therewith, Mr. Pan will enter into a nonstatutory stock option agreement with
the Registrant. Additionally, Mr. Pan will be reimbursed for his expenses
incurred in connection with the performance of his duties, including travel
expenses. The Registrant has also agreed to obtain directors’ and officers’
liability insurance, and to maintain such insurance during Mr. Pan’s appointment
on the Board.
Mr. Pan’s
appointment terminates immediately if he: (a) resigns for any reason; (b) is
removed or not re-elected at the next annual meeting of shareholders; (c); is
declared bankrupt; (d) is disqualified from acting as a director; (e) dies; or
(f) is ordered to resign by a court of competent jurisdiction.
Agreements
with Mr. Shang
Under the
agreement with Mr. Shang, he is appointed for one year or until the next annual
shareholders’ meeting, and will be entitled to receive annual compensation of
RMB 20,000 for his services rendered as a member of the Board and as chairman of
the compensation committee and member of the audit and nominating committees,
payable in quarterly installments and subject to his continuous service on the
Board. Mr. Shang is additionally granted options under the Plan to purchase up
to 50,000 shares of the Registrant’s common stock, and in connection therewith,
Mr. Shang will enter into a nonstatutory stock option agreement with the
Registrant. Additionally, Mr. Shang will be reimbursed for his expenses incurred
in connection with the performance of his duties, including travel expenses. The
Registrant has also agreed to obtain directors’ and officers’ liability
insurance, and to maintain such insurance during Mr. Shang’s appointment on the
Board.
Mr.
Shang’s appointment terminates immediately if he: (a) resigns for any reason;
(b) is removed or not re-elected at the next annual meeting of shareholders;
(c); is declared bankrupt; (d) is disqualified from acting as a director; (e)
dies; or (f) is ordered to resign by a court of competent
jurisdiction.
Appointments
to the Audit, Compensation and Nominating Committees
Effective
December 30, 2009, the Board established its audit, compensation and nominating
committees and in connection therewith, appointed Mr. Pan, Mr. Shang and Mr.
Haipeng Wu to the audit committee, and Mr. Shang and Mr. Wu to the compensation
and nominating committees. The Board also designated Mr. Pan as
chairman of the audit committee, Mr. Shang as chairman of the compensation
committee, and Mr. Wu as chairman of the nominating committee.
Additionally,
based upon information submitted by Mr. Pan, the Board determined that he has
the requisite attributes of an “audit committee financial expert” as defined by
regulations promulgated by the SEC and that such attributes were acquired
through relevant education and/or experience.
Item
8.01 Other Events
Effective
December 30, 2009, the Board unanimously adopted a Code of Business Conduct and
Ethics (the “Code”) applicable to all employees, officers and directors of the
Registrant. The Code is intended to promote ethical conduct and compliance with
compliance with laws and regulations, to provide guidance with respect to the
handling of ethical issues, to implement mechanisms to report unethical conduct,
to foster a culture of honesty and accountability, to deter wrongdoing, and to
ensure fair and accurate financial reporting. A copy of the Code is attached to
this current report as Exhibit 14.1. The Code will also be placed on the
Company’s website as soon as practicable.
Item
9.01 Financial
Statements and Exhibits
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Exhibit
Number
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Description
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14.1
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99.1
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99.2
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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: January
5, 2010
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Biostar
Pharmaceuticals, Inc.
(Registrant)
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By:
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/s/
Elaine
Zhao
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Elaine
Zhao
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Chief
Financial Officer
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