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| CHBT > SEC Filings for CHBT > Form 8-K on 30-Sep-2009 | All Recent SEC Filings |
30-Sep-2009
Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financia
On September 29, 2009, China-Biotics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Roth Capital Partners, LLC, as representative of the underwriters named therein (the "Underwriters"), relating to the public offering by the Company of an aggregate of 4,600,000 shares (the "Underwritten Shares") of Common Stock, par value $0.0001 per share (the "Common Stock"), of the Company at a public offering price of $15.00 per share. The Company also granted the Underwriters the option to purchase an aggregate of up to 690,000 additional shares of Common Stock (the "Additional Shares") to cover over-allotments made in connection with the offering, if any. The Underwritten Shares and Additional Shares are collectively referred to as the "Shares." The Underwritten Shares are expected to be delivered against payment therefor on October 5, 2009. The offering of the Shares was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's shelf registration statement on Form S-3, as amended by Amendment No. 1 and Amendment No. 2 to Form S-3 (File No. 333-160519) (the "Registration Statement").
The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1. In addition, the Underwriting Agreement is incorporated by reference as an exhibit to the Registration Statement. The Underwriting Agreement contains representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other party to the Underwriting Agreement and:
· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
· have been qualified by disclosures that were made to the other party in connection with the negotiation of the Underwriting Agreement, which disclosures are not necessarily reflected in the Underwriting Agreement;
· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
· were made only as of the date of the Underwriting Agreement or such other date or dates as may be specified in the Underwriting Agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Company may be found elsewhere in the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
On September 29, 2009, the Company issued a press release announcing the amount and pricing of its public offering of shares of its Common Stock. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state. Any offering will be made only through a prospectus supplement and accompanying prospectus.
The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
(d) Exhibits
Exhibit Number Description 1.1 Underwriting Agreement dated September 29, 2009 5.1 Opinion of K&L Gates LLP 23.1 Consent of K&L Gates LLP (included in Exhibit 5.1) 99.1 Press release dated September 29, 2009 |
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