UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2020
Commission File Number 001-34999
OSSEN INNOVATION CO., LTD.
(Translation of registrant’s name into English)
518 SHANGCHENG ROAD, FLOOR 17
SHANGHAI, CHINA 200120
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.
September 22, 2020
On September 22, 2020, Ossen Innovation Co., Ltd., a British Virgin Islands company (the “Company”), formed a special committee consisting of two independent, disinterested directors, Junhong Li and Zhongcai Wu, to consider a preliminary non-binding proposal letter (the “Proposal”), dated September 15, 2020, from Pujiang International Group Limited, a Cayman Islands company listed on the Hong Kong Stock Exchange that beneficially holds approximately 65.9% of the Company (“Pujiang”), to acquire all of the outstanding ordinary shares of the Company not owned by Pujiang or its affiliates, including ordinary shares represented by American Depositary Shares (the "ADSs", each one representing three ordinary shares), for $1.667 in cash per ordinary share, or $5.00 in cash per ADS. Junhong Li will serve as the chair of the special committee.
The Company issued a press release concerning the formation of special committee on September 22, 2020, which is attached as Exhibit 99.1 hereto.
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.
| OSSEN INNOVATION CO., LTD. | ||
| Date: September 22, 2020 | ||
| By: | /s/ Wei Hua | |
| Name: Wei Hua | ||
| Title: Chief Executive Officer | ||
EXHIBIT INDEX
|
Exhibit
Number |
Description | |
| 99.1 | Press Release |
Exhibit 99.1
Ossen Innovation Announces Formation of Independent Special Committee to Consider "Going Private" Proposal
SHANGHAI, Sept. 22, 2020 /PRNewswire/ -- Ossen Innovation Co., Ltd. (the "Company") (Nasdaq: OSN), a China-based manufacturer of an array of plain surface, rare earth and zinc coated pre-stressed steel materials, today announced that its Board of Directors (the "Board") has formed a special committee consisting of two independent, disinterested directors (the "Independent Committee"), Mr. Junhong Li and Mr. Zhongcai Wu, to consider the previously announced preliminary non-binding proposal letter (the "Going-Private Proposal") that the Board received on September 15, 2020. Mr. Junhong Li will serve as chairman of the Independent Committee. The Independent Committee has retained DLA Piper as its international legal counsel, and intends to retain an independent financial advisor in due course, to assist it in this process.
The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has just received the Going-Private Proposal and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
About Ossen Innovation Co., Ltd.
Ossen Innovation Co., Ltd. manufactures and sells a wide variety of plain surface pre-stressed steel materials and rare earth coated and zinc coated pre-stressed steel materials. The Company's products are mainly used in the construction of bridges, as well as in highways and other infrastructure projects. The Company has two manufacturing facilities located in Ma'anshan, Anhui Province, China and Jiujiang, Jiangxi Province, China.
Safe Harbor Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but are not limited to, risks related to the expected timing and likelihood of completion of a potential transaction with Pujiang International Group Limited or any other party, including the risk that the potential transaction may not occur, and the risk that any announcements relating to the potential transaction could have adverse effects on the market price of the Company's stock, as well as risks outlined in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report on Form 20-F, as amended. All information provided in this press release is as of the date hereof. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
For more information, please contact:
Wei Hua,
Chief Executive Officer
Email: int.tr@ossengroup.com
Phone: +86-21-6888-8886
Web: www.osseninnovation.com
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