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): October 26, 2012
CHINA BAK BATTERY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada | 001-32898 | 86-0442833 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation or organization) |
BAK Industrial Park, No. 1 BAK Street
Kuichong
Town, Longgang District
Shenzhen, 518119
People’s Republic
of China
(Address of principal executive offices)
(86-755) 6188-6818, ext 6856
(Registrant’s
telephone number, including area code)
(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 3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
China BAK Battery, Inc. (the “Company”) has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one (1)-for-five (5) reverse stock split (the “Reverse Split”) of the authorized and issued and outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). Pursuant to the Certificate of Change, the Reverse Split became effective at 5:00 a.m. Pacific Daylight Time on October 26, 2012 (the “Effective Time”).
The Reverse Split was duly approved by the Board of Directors of the Company without shareholder approval, in accordance with the authority conferred by Section 78.207 of the Nevada Revised Statutes. At the Effective Time, the Company’s Articles of Incorporation was also amended and the authorized number of shares of the Company’s Common Stock was accordingly decreased from one hundred million (100,000,000) shares to twenty million (20,000,000) shares.
Pursuant to the Certificate of Change, holders of the Company’s Common Stock will be deemed to hold one (1) post-split share of the Company’s Common Stock for every five (5) shares of the Company’s issued and outstanding Common Stock held immediately prior to the Effective Time. No fractional shares of the Company’s Common Stock will be issued in connection with the Reverse Split. Stockholders who are entitled to a fractional post-split share will receive in lieu thereof one (1) whole post-split share.
Item 8.01 Other Events.
At the market opening on October 26, 2012, the Company’s Common Stock began trading on the NASDAQ Stock Market on a split-adjusted basis. The Company’s Common Stock will continue to trade under the symbol “CBAK.” The Company’s Common Stock will trade under a new CUSIP number 16936Y209.
On October 26, 2012, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 |
Certificate of Change Pursuant to NRS 78.209 filed by the Company on October 22, 2012 |
|
| 99.1 |
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.
| Date: October 26, 2012 | CHINA BAK BATTERY, INC. | |
| By: | /s/ Xiangqian Li | |
| Xiangqian Li | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 |
Certificate of Change Pursuant to NRS 78.209 filed by the Company on October 22, 2012 |
|
| 99.1 |
PRESS RELEASE
China BAK Announces One-For-Five Reverse Stock Split
Shenzhen, China – October 26, 2012 – China BAK Battery, Inc. (“China BAK”, the “Company”, or “we”) (Nasdaq: CBAK), a leading global manufacturer of lithium-based battery cells, announced today that it has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Nevada Secretary of State to effect a one (1) -for- five (5) reverse stock split of the authorized and issued and outstanding common stock, par value $0.001 per share, of the Company (“Common Stock”). The reverse stock split will be effective at the market opening on October 26, 2012, at which time the Company’s Common Stock will begin trading on the NASDAQ Stock Market on a split-adjusted basis. The Company’s Common Stock will continue to trade under the symbol “CBAK” but under a new CUSIP number 16936Y209.
The Company is implementing the reverse stock split to regain compliance with NASDAQ continued listing standards. Following the reverse stock split the Company will have approximately 12.8 million shares of Common Stock issued and outstanding. In addition, the number of total authorized shares of Common Stock will be reduced to 20 million shares.
For further information regarding the reverse stock split, please refer to the Company’s Form 8-K to be filed with the Securities and Exchange Commission and available on the SEC website at http://www.sec.gov following effectiveness of the reverse stock split.
About China BAK Battery, Inc.
China BAK Battery, Inc. (NASDAQ: CBAK) is a leading global manufacturer of lithium-based battery cells. The Company produces battery cells that are the principal component of rechargeable batteries commonly used in cellular phones, smartphones, notebook computers, e-bikes, electric vehicles, power tools, uninterruptible power supplies, and portable consumer electronics such as portable media players, portable gaming devices, personal digital assistants, or PDAs, camcorders, digital cameras, and Bluetooth headsets. China BAK Battery, Inc.'s production facilities, located in Shenzhen and Tianjin, PRC, cover over three million square feet. For more information regarding China BAK Battery, Inc., please visit http://www.bak.com.cn .
Safe Harbor Statement
This press release contains forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All "forward-looking statements" relating to the business of China BAK Battery, Inc. and its subsidiary companies, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties which could cause actual results to differ. These factors include but are not limited to: the ability of the Company to meet its contract obligations; the uncertain market for the Company's high-power lithium and other battery cells; business, macroeconomic, technological, regulatory, or other factors affecting the profitability of battery cells designed for electric vehicles; and risks related to China BAK's business and risks related to operating in China. Please refer to China BAK's Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as well as China BAK's Quarterly Reports on Form 10-Q that have been filed since the date of such annual report, for specific details on risk factors. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. China BAK's actual results could differ materially from those contained in the forward-looking statements. China BAK undertakes no obligation to revise or update its forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
Contact:
China BAK Battery, Inc.
Tracy Li
Investor Relations Manager
Tel: 86-755-61886818 ext 6856
E-mail:
ir@bak.com.cn