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): September 16,
2010
NF
ENERGY SAVING CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-50155
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02-0563302
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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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21
- Jia Bei Si Dong Road, Tie Xi Qu
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|
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Shenyang,
P.R. China
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110021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(8624)
2560-9750
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|
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.03 Material Modification to Rights of Security
Holders.
Effective upon market open on September
16, 2010, every two and one half
shares of
NF Energy Saving Corporation’s
(
the
"
Company
")
issued and outstanding Common
Stock,
par value $0.001 (the
"
Common Stock
"),
were converted into one share
of Common Stock
(the “Reverse
Stock Split”)
.
Any
fractional shares resulting from the Reverse Stock Split
were
rounded up to the next whole share. As
a result of th
e
Reverse Stock Split, the number of
issued and outstanding shares of the Company's Common Stock w
as
decreased from
13,315,486
pre-split shares to approximately
5,326,195
shares after giving effect to the
Reverse Stock Split.
T
he Company
took corporate action to implement the
Reverse Stock Split by filing a Certificate of Amendment to its Certificate of
Incorporation (the “Certificate of Amendment”) with the Secretary of State of
the State of
Delaware
on September 3. 2010. A copy of the
Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Item 9.01 — Financial Statements
and Exhibits
(d) Exhibits
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EXHIBIT
NO.
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DESCRIPTION
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3.1
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Certificate
of Amendment to Certificate of Incorporation
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99.1
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Press
Release dated September 16,
2010
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NF ENERGY SAVING
CORPORATION
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Date:
September 16
, 20
10
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By:
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/s/
Gang Li
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Gang Li
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President and Chief Executive
Officer
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CERTIFICATE OF
AMENDMENT
TO
CERTIFICATE OF
INCORPORATION
OF
NF ENERGY SAVING
CORPORATION
NF Energy Saving Corporation (the
“
Corporation
”),
a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware
, does hereby
certify:
FIRST:
That in lieu of a meeting and vote of
stockholders, stockholders representing a majority of the shares issued and
outstanding and entitled to vote on the
amendments,
in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware
,
have given written consent
authorizing the Corporation’s Board of
Directors to effect the following amendment to the Certificate of Incorporation
of the Corporation,
and
written notice of the adoption of the amendment has been given as provided in
Section 228 of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice
, and t
hat the Board of Directors
of the Corporation, by the unanimous written consent of its members, filed with
the minutes of the Board of Directors, have adopted resolutions authorizing and
approving the following amendment to the Certificate of Incorporation of the
Corporation:
RESOLVED
, that the Certificate of Incorporation
of the Corporation be amended by changing ARTICLE FOURTH thereof so that, as
amended, said ARTICLE FOURTH shall be and read as follows:
FOURTH:
The total
number of shares of capital stock that the Corporation is authorized to issue is
Fifty Million (50,000,000) shares of common stock, par value $0.001 per share
(the "Common Stock").
Effective
as of September 3, 2010, each two and one-half (2.5) shares of Common Stock,
issued and outstanding or held by the Corporation, automatically and without any
action on the part of the respective holders thereof, shall be converted and
combined into one share of Common Stock. No fractional shares shall be issued as
a result thereof. In lieu of issuing fractional shares, any fractional share
resulting from the combination shall be rounded up to the nearest whole share of
Common Stock.
SECOND:
That in lieu of a meeting and vote of
stockholders, stockholders representing a majority of the shares issued and
outstanding and entitled to vote on the
amendments
have given written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of the adoption of
the amendment has been given as provided in Section 228 of the General
Corporation Law of the State of Delaware to every stockholder entitled to such
notice.
THIRD:
That the aforesaid amendment
was duly adopted in accordance with the applicable provisions of Sections 242
and 228 of the General Corporation Law of the State of
Delaware
.
FOURTH
:
That this Certificate of Amendment of
the Certificate of Incorporation shall be effective on
September 3, 2010 (the "
Effective
Date
")
.
IN WITNESS
WHEREOF
, NF Energy Saving
Corporation has caused this certificate to be signed by Gang Li, its President
and Chief Executive Officer, on this 3rd day of September,
2010.
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NF ENERGY
SAVING CORPORATION
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/s/ Gang Li
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By:
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Gang Li
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Its:
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President and Chief Executive
Officer
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For
Immediate Release
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Company
Contact:
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Investor
Relations Contact:
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Ms.
Lihua Wang, Director & CFO
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Mr.
Mark Collinson, Partner
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NF
Energy Saving Corp.
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CCG
Investor Relations
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Tel:
+86 24-8563 1159
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Tel:
+1 310-954-1343
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Email:
wlh@nfenergy.com
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Email:
mark.collinson
@ccgir.com
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Website:
www.nfenergy.com
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Website:
www.c
cg
irasia
.com
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NF
Energy Saving Corp. Completes Reverse Stock Split
Shenyang, Liaoning
Province, China,
September 16,
2010
–
NF Energy
Saving Corp. (OTC Bulletin Board: NFEC) ("NF Energy" or the
"Company"), a leading energy saving services provider for China’s power,
petrochemical, coal, metallurgy, construction, and municipal infrastructure
development industries, today announced a 2.5-for-1 reverse split of its common
stock that will take effect with the opening of the stock market on September
16, 2010.
The split
is part of NF Energy’s efforts to pursue an exchange listing for its common
stock for which an application has been submitted. Following the reverse stock
split, NF Energy will have 5,326,195 shares of common stock outstanding,
excluding unexercised options and warrants and subject to a rounding up
adjustment for fractional shares. The Company’s ticker symbol will be unchanged
by this action.
“We are
excited to have successfully completed our reverse stock split, which we view as
a precursor to listing on an exchange,” commented Mr. Gang Li, NF Energy’s CEO.
“We believe that listing our shares on a major exchange will provide a better
trading platform for our investors and is an important part of our overall
commitment to enhancing shareholder value.”
About
NF Energy Saving Corporation
NF Energy
Saving Corporation (OTCBB:NFEC) is a China-based provider of integrated energy
conservation solutions utilizing energy-saving equipment, technical services and
energy management re-engineering project operations to provide energy saving
services to clients. The Company’s customers are mainly concentrated in the
electrical generation (large-scale thermal power generation, hydroelectric
power, wind power, and nuclear power), water supply, and heat supply industries.
The majority of revenues are from energy efficient flow control equipment and
energy efficiency projects. For more information, visit
http://www.nfenergy.com
Safe
Harbor
Statement
The statements contained herein that
are not historical facts are considered "forward-looking statements." Such
forward-looking statements may be identified by, among other things, the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks and
uncertainties. In particular, statements regarding the efficacy of investment in
research and development are examples of such forward-looking statements. The
forward-looking statements include risks and uncertainties, including, but not
limited to, the effect of political, economic, and market conditions and
geopolitical events; legislative and regulatory changes that affect our
business; the availability of funds and working capital; the actions and
initiatives of current and potential competitors; investor sentiment; and our
reputation. We do not undertake any responsibility to publicly release any
revisions to these forward-looking statements to take into account events or
circumstances that occur after the date of this report. Additionally, we do not
undertake any responsibility to update you on the occurrence of any
unanticipated events, which may cause actual results to differ from those
expressed or implied by any forward-looking statements. The factors discussed
herein are expressed from time to time in our filings with the Securities and
Exchange Commission available at
http://www.sec.gov
.
###