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): November 30, 2009
ChinaNet Online Holdings,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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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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No.3
Min Zhuang Road, Building 6,
Yu
Quan Hui Gu Tuspark, Haidian District, Beijing, PRC
100195
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(Address
of Principal Executive Offices and Zip
Code)
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Registrant’s
telephone number, including area code: +86-10-51600828
_________________________________
(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
5.02 Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensatory Arrangements of Certain
Officers.
On
November 30, 2009, the Board of Directors of ChinaNet Online Holdings, Inc. (the
“Company”), appointed Douglas MacLellan, Mototaka Watanabe and Zhiqing Chen to
serve as independent directors (collectively, the “Independent Directors”) as
defined in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
for a term of one year. The Board of Directors established an Audit Committee, a
Nominating and Governance Committee and a Compensation Committee. All of the
Independent Directors will serve on each committee. Mr. MacLellan
will serve as the Chairman of the Audit Committee and Compensation Committee and
Mr. Cheng will serve as the Chairman of the Nominating and Corporate Governance
Committee.
The Board
of Directors determined that Mr. MacLellan possesses accounting or related
financial management experience that qualifies him as financially sophisticated
within the meaning of Rule 5605(c)(2)(A) of the NYSE Amex Company Guide and that
he is an “audit committee financial expert” as defined by the rules and
regulations of the Securities and Exchange Commission.
Pursuant
to one year agreements with the Company each of Messrs. Chen and Watanabe will
receive a fee of $300 per month for the term of the agreement, as well $200 per
month as long as each serves on the Audit Committee, while Mr. MacLellan will
receive a monthly fee of $3,000 for the term of the agreement, as well as $2,000
a month so long as he serves as the Audit Committee Chairman. Upon
execution of their agreements, Messrs. Chen and Watanabe were each awarded a
5-year option to purchase up to 5,000 shares of common stock of the Company at
$5.00 per share, such options vesting in quarterly installments annually over 24
months, so long as each is, respectively, a member of the board of
directors. Upon execution of his agreement, Mr. MacLellan was awarded
(i) one 5-year option to purchase up to 24,000 shares of common stock of the
Company at $5.00 per share, such options vesting in quarterly installments
annually over 24 months, so long as he a member of the board of directors and
(ii) one 5-year option to purchase up to 20,000 shares of common stock of the
Company at $5.00 per share, such options vesting in quarterly installments over
24 months, so long as he is Chairman of the Audit Committee. The
Company will also reimburse each Independent Director for expenses related to
his or her attending meetings of the board, meetings of committees of the board,
executive sessions and shareholder meetings.
Mr.
MacLellan currently serves as chairman and chief executive officer at Radient
Pharmaceuticals, Inc. (AMEX: RPC), a vertically integrated specialty
pharmaceutical company, and also serves as chairman and chief executive officer
for the MacLellan Group, an international financial advisory firm established in
1992, where he advises clients on strategic planning, operational activities,
corporate finance, economic policy, asset allocation and mergers &
acquisitions. From 2005 to 2009, Mr. MacLellan was co-founder and vice chairman
at Ocean Smart, Inc. (OTCBB: OCSM), a Canadian based aquaculture company. From
2002 to 2006, Mr. MacLellan served as chairman and co-founder at Broadband
Access MarketSpace, Ltd., a China based IT advisory firm, and was also
co-founder at Datalex Corp., a software and IT company specializing in mainframe
applications, from 1997 to 2002. Mr. MacLellan has a MA and BA from the
University of Southern California in economic and international
relations.
Mr.
Watanabe serves as a corporate advisor to SJI, Inc. (Jasdaq Market), a provider
of computer and computer peripheral equipment and software merchant wholesaler,
and has served in several capacities there since 2005, including operating
officer, manager of the president’s office and corporate auditor. From 2000 to
2005, Mr. Watanabe served as the executive director for TCC Inc., a power
conversion company specializing in high quality connectors and adapters for the
RF connector industry. Mr. Watanabe graduated in 1966 from Chuo University
Faculty of Commerce in Japan.
Mr. Chen
is a partner of Jin Mao P.R.C. Lawyers in Shanghai, specializing in corporate
law, including foreign investments and mergers and acquisitions. Mr. Chen’s
clients include local PRC enterprises as well as international corporations.
Prior to joining the Company, Mr. Chen served as a non-management director for
Shanghai Fumai Investment Management Co., Ltd., Shanghai Zhijinwu Investment
Management Co., Ltd, and Shanghai Merciful Groups Co., Ltd. Mr. Chen
received a law degree in international economics from East China University, a
master’s degree in economic philosophy from Fudan University, and an EMBA degree
from Beijing University.
None of
the Independent Directors have any family relationships with any of the
executive officers or directors of the Company. There have been no
transactions in the past two years to which the Company or any of its
subsidiaries was or is to be a party, in which the Independent Directors had, or
will have, a direct or indirect material interest.
Item
8.01. Other Events.
On
December 1, 2009, the Company issued a press release announcing the appointment
of the Independent Directors. A copy of the press release is attached
hereto as Exhibit 99.4
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
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No.
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Description
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99.1
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Independent
Director Agreement of Douglas MacLellan
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99.2
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Independent
Director Agreement of Motataka Watanabe
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99.3
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Independent
Director Agreement of Zhiqing Chen
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99.4
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Press
Release dated December 1, 2009
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SIGNATURE
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.
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Dated: December
1, 2009
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ChinaNet
Online Holdings, Inc.
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By:
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/s/ Cheng Handong
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Name:
Cheng Handong
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Title: Chief
Executive Officer
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EXHIBIT
INDEX
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No.
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Description
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99.1
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Independent
Director Agreement of Douglas MacLellan
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99.2
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Independent
Director Agreement of Motataka Watanabe
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99.3
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Independent
Director Agreement of Zhiqing Chen
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99.4
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Press
Release dated December 1, 2009
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