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): May 28, 2013

NOVA LIFESTYLE, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
333-163019
 
90-0746568
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

6541 E. Washington Blvd., Commerce, CA
 
90040
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:   (323) 888-9999

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 May 28, 2013, the Board of Directors (the “ Board ”) of Nova LifeStyle, Inc. (the “ Company ”) approved the increase in the size of the Board of Directors from two members to seven members. At the same time, the Board appointed five new members to serve on the Board: Mr. James R. Talevich, Mr. Michael Viotto, Mr. Chung Shing Yam, Mr. Peter Kam, and Mr. Yuen Ching (Sammy) Ho, who currently serves as the Chief Financial Officer of the Company. These new members of the Board were appointed to fill the vacancies on the Board and will remain on the Board until their successors have been duly elected and qualified.

It is anticipated that Mr. Talevich will chair the Audit Committee of the Board and serve as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board.  It is anticipated that Mr Viotto will chair the Nominating and Corporate Governance Committee of the Board and serve as a member of the Audit Committee and the Compensation Committee of the Board.  It is anticipated that Mr. Kam will chair the Compensation Committee of the Board and serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

Mr. James R. Talevich currently serves as a member of the Executive Committee and Advisory Council of the SEC Financial Reporting Institute at the USC Marshall School of Business, as well as Vice President of the UCLA Anderson School of Management Alumni Board of Directors and Executive Committee, and as a member of the Concordia University Healthcare Management Advisory Board.  Mr. Talevich served as Chief Financial Officer of I-Flow Corporation, a NASDAQ-listed medical technology company, from 2000 to 2009, Chief Financial Officer of Gish Biomedical, a NASDAQ-listed manufacturing company, from 1999 to 2000, and Chief Financial Officer of Tectrix Fitness Equipment from 2005 to 2009.  Previously, he held financial management positions with Mallinckrodt Group Inc, Fiat S.p.A, Pfizer Inc., SensorMedics Corporation, Baxter International Inc., and KPMG.  Mr. Talevich previously served on the Board of Directors of AcryMed, Inc., a developer of antimicrobial nanoparticle technologies, from 2008 to 2009.  Mr. Talevich received a B.A. in physics from California State University, Fullerton in 1973 and an MBA from the UCLA Anderson School of Management in 1975.  He is licensed as a Certified Public Accountant.

Mr. Michael J. Viotto currently serves as a Business Development Agent at Coface North America, and has served in that role since 2009.  During 2008 and 2009, Mr. Viotto served as a Senior Wholesale Account Executive at Bank of America. From 2002 to 2008, he was a Senior Wholesale Account Executive for Washington Mutual, Inc. in California.  Mr. Viotto received his B.S. in Business Administration from California Polytechnic University in Pomona, California in March, 1985. He is licensed as a Salesperson by the State of California Department of Real Estate.  Mr. Viotto is also licensed as a Casualty and Property Broker-Agent by the California Department of Insurance.

Mr. Chung Shing Yam currently serves as the sole investor and developer of Kang Hu Village, a private housing estate located in the Dongguan area of the People’s Republic of China.  Through Kang Hu Village, Mr. Yam also provides real estate agent and management services. Mr. Yam serves as a director of the Asian Knowledge Management Association, and is the Board Chairman of the Politic and Commerce Association, Dongguan city, Guangdong province, as well as the permanent Honorary President and Vice Chief Director of the Overseas Association in Dongguan.  He is also the Deputy Chairman of the Dongguan City Association of Enterprises with Foreign Investment.  Mr. Yam graduated from The Hong Kong Polytechnic University in 1981 with a major in Business and received his Master of Business Administration (MBA) from The Hong Kong Polytechnic University in 1987.
 
 
 
 
 
Mr. Peter Kam is currently involved in various business ventures.  From 1977 through the present, Mr. Kam has owned and served as the President of his dental practice, Peter M. Kam, D.D.S. Inc. From 1992 to the present, he has owned and served as President of Titan Properties, Inc.  Since 2000, Mr. Kam has been the sole owner of his law practice, the Law Offices of Peter M. Kam.  Since 2006, he has served as a director of Pacific Alliance Bank, and currently serves as Chairman of the Loan Committee. Mr. Kam is also a charter member and shareholder of Green Tree Inn, a hotel chain in China with over 400 hotels.  Mr. Kam received his B.S. in Physics from the University of California Los Angeles (“ UCLA ”) in 1971 and his M.S. in physics from UCLA in 1973.  Mr. Kam attended the UOP School of Dentistry, and received his DDS Degree in 1977.  Mr. Kam was admitted to practice dentistry by the California Board of Dental Examiner in 1977.  Mr. Kam later attended the Southwestern School of Law, and earned his JD degree in 1999, and was admitted to the California Bar in 2000.
 
Mr. Yuen Ching (Sammy) Ho was appointed as the Company’s Chief Financial Officer on June 30, 2011. Mr. Ho was one of the two founders of Nova Dongguan, the Company’s wholly owned subsidiary and served as its Chief Financial Officer since its inception in 2003.  Mr. Ho also was responsible for the administration, finance and marketing of Nova Macao, the Company’s wholly owned subsidiary, since its inception in 2006. Mr. Ho has over 20 years of experience in the furniture industry. From 1991 to 2003, Mr. Ho served as the Chief Operating Officer of Navy Blue Inc., a Macao-based furniture company with manufacturing facilities in Dongguan, China. Prior to that time, from 1990 to 1991, Mr. Ho worked as the export administrative staff for C&E German Furniture Ltd., a Hong Kong-based furniture company with manufacturing facilities in Dongguan, China. Mr. Ho received a bachelor’s degree in Commerce from St. Mary’s University in 1984 and obtained his MBA from The Chinese University of Hong Kong in 1990.

In connection with their appointment, the Company entered into director agreements with Mr. Talevich, Mr. Viotto, Mr. Kam, and Mr. Yam.  In the agreement, Mr. Talevich will receive compensation in the amount of $23,500 annually, plus expenses.  Each of Mr. Viotto and Mr. Kam will receive compensation in the amount of $20,500 annually, plus expenses.  Mr. Yam will receive compensation in the amount of $12,000 annually, plus expenses.  The director agreements impose certain customary confidentiality and non-disclosure obligations on the directors. The description contained herein of the terms of the agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of the Form of Director Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .
 
Exhibit No.
 
Description of Document
     
10.1
 
     

 
 
 
 
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.


 
NOVA LIFESTYLE, INC.
 
(Registrant)
Date:
June 3, 2013
 
By:
/s/ Ya Ming Wong
 
Name:
Ya Ming Wong
 
Title:
Chief Executive Officer
 

 
Exhibit 10.1
 
 
NOVA LIFESTYLE, INC
 
FORM OF DIRECTOR AGREEMENT
 
This Director Agreement (the “ Agreement ”) is made and entered into as of May 28, 2013, by and between Nova LifeStyle, Inc., a Nevada corporation (the “ Company ”), and _________________, an individual (“ Director ”).
 
I.   SERVICES
 
1.1   Board of Directors .  Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and its committees and serve as a director so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation, Bylaws and any applicable stockholders’ agreement of the Company and until such time as he resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position.  Director may at any time and for any reason resign or be removed from such position consistent with the Bylaws of the Company (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.
 
1.2   Director Services .  Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Articles of Incorporation and Bylaws, service on committees of the Board as appointed and such other services mutually agreed to by Director and the Company (the “ Director Services ”).
 
1.3   Member of Committees .  The Director will serve as the [Chairman] of the __________________ Committee and a member of the _____________________ Committee of the Board. The Director will provide his service to fulfill the duties set out in the charters of the _______________ Committee(s).  The Company and the Director acknowledge that all official appointments to committees of the Board are made by the Board.
 
1.4   Term .  This Agreement shall terminate upon the “ Expiration Date ” which shall be the earlier of the date on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.
 
II.   COMPENSATION
 
2.1   Expense Reimbursement .  The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.
 
2.2   Fees to Director .  The Company agrees to pay Director a fee of $_________ per month ($_______ per year) for the Director Services. The Company and the Director acknowledge that under the Bylaws of the Company, the Board of Directors shall have authority to fix the compensation of directors.
 
 
 
 
 
2.3   Director and Officer Liability Insurance .  The Company will maintain a customary director and officer liability insurance policy for all Board members and such policy will cover Director to the same extent as other directors and officers covered under the policy.
 
III.   CONFIDENTIALITY AND NONDISCLOSURE
 
3.1   Confidentiality .  During the term of this Agreement, and for a period of three (3) year after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship (the “ Confidential Information ”).
 
3.2   Nondisclosure and Nonuse Obligations .  Director will use the Confidential Information solely to perform his obligations for the benefit of the Company hereunder.  Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information.  Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement.  Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information.
 
3.3   Return of Company Property .  All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “ Company Property ”), are the sole and exclusive property of the Company.  Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request.  Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property.  Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.
 
IV.   COVENANTS OF DIRECTOR
 
4.1   No Conflict of Interest .  During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director’s current affiliation or other current relationships with the entity or entities described on Exhibit A (all of which entities are referred to collectively as “ Current Affiliations ”).  This Agreement is subject to the current terms and agreements governing Director’s relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director’s obligations to Current Affiliations.  Director represents that nothing in this Agreement conflicts with Director’s obligations to Current Affiliations.  A business shall be deemed to be “competitive with the Company” for purpose of this Article IV only if and to the extent it engages in a business substantially similar to the Company’s business.
 
 
 
 
 
4.2   Noninterference with Business .  During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner.  By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment, contractual or other relationship with the Company.
 
V.   TERM AND TERMINATION
 
5.1   Term .  This Agreement is effective as of the date first written above and will continue until the Expiration Date.
 
5.2   Termination .  Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.
 
5.3   Survival .  The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
 
VI.   MISCELLANEOUS
 
6.1   Assignment .  Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
 
6.2   No Waiver .  The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
 
6.3   Notices .  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either party may specify in writing.
 
 
 
 
 
6.4   Governing Law .  This Agreement shall be governed in all respects by the laws of the State of Nevada.
 
6.5   Severability .  Should any provisions of this Agreement be held by a court to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
 
6.6   Entire Agreement .  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.  The terms of this Agreement will govern all Director Services undertaken by Director for the Company.
 
6.7   Amendments .  This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director.  The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.
 
6.8   Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
 
 
 
 
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
 

 
Company:
            Nova LifeStyle, Inc .
Address:
 
6541 E. Washington Blvd.
Commerce, CA  90040
 
 
 
 
          By:                                                       
          Name: Ya Ming Wong
         Title: Chief Executive Officer
   
Independent Director:
 
Address:
______________________
______________________
 
   
        By: __________________________________
      [DIRECTOR NAME]
 
 
 
 
 
 
 
EXHIBIT A
 
Director’s Current Affiliations