UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):     February 18, 2013

Commission File Number:     001-34502

SkyPeople Fruit Juice, Inc.
(Exact name of small business issuer as specified in its charter)
 
Florida
S State or other jurisdiction of incorporation or organization)
98-0222013
(IRS Employer Identification No.)

16F, China Development Bank Tower, No. 2, Gaoxin 1st Road, Xi'an, China 710075
(Address of principal executive offices)
 

86-29-88377216
(Registrant's Telephone number)

Not Applicable
(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 1.01 Entry into a Material Definitive Agreement.
 
On February 18, 2013, SkyPeople Juice Group Co., Ltd., a company organized under the laws of the People's Republic of China and a 99.78% indirectly owned subsidiary of SkyPeople Fruit Juice, Inc. (the "Company"), entered into a loan agreement (the "Agreement"; and the transactions contemplated by the Agreement, the "Loan Transaction") with SkyPeople International Holdings Group Limited (the "Lender"). The Lender indirectly holds 50.2% interest in the Company. Mr. Yongke Xue ("Y. K. Xue"), the Chairman of the board of directors of the Company (the "Board"), and Mr. Hongke Xue, the newly elected Chief Executive Officer of the Company and director of the Board, indirectly and beneficially own 80.0% and 9.4% of equity interest in the Lender, respectively. The Loan Transaction was unanimously approved by the independent directors of the Board. See Item 5.02 below for more details of Y. K. Xue's resignation as the Chief Executive Officer, Xiaoqin Yan's resignation as a director of the Board and Hongke Xue's appointment as their respective successor.
 
Pursuant to the Agreement, the Lender agrees to extend to the Company a one-year unsecured term loan with a principal amount of US$8.0 million at an interest rate of 6% per annum. The loan will be used to develop sales network and channels for the Company's Hedatang-branded fruit juice beverages in certain emerging markets in China.
 
The foregoing description of the Agreement is not, and does not purport to be, complete and is qualified in its entirety by the full text of the Agreement. A copy of the English translation of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
On February 18, 2013, Y. K. Xue, the Chief Executive Officer and Chairman of the Board of the Company, resigned from his position as the Chief Executive Officer of the Company. His decision to resign was not a result of any disagreement with the Company or its management on any matter relating to the Company's operations, policies or practices. After his resignation as the Company's Chief Executive Officer, Y. K. Xue will remain as the Company's chairman of the Board.
 
On February 18, 2013, Ms. Xiaoqin Yan, a director of the Board, resigned from her position as a director of the Board of the Company. Her decision to resign was not a result of any disagreement with the Company or its management on any matter relating to the Company's operations, policies or practices.
 
On February 18, 2013, the Board appointed Hongke Xue ("H. K. Xue") to serve as a director of the Board and the Chief Executive Officer of the Company, effective immediately, to fill the vacancies created by the resignations of Mr. Y. K. Xue and Ms. Xiaoqin Yan, respectively, until such time as a successor is duly elected and qualified or until his earlier resignation or removal.
 
Mr. Xue Hongke, age 40, is a brother of Mr. Xue Yongke, and has been serving as the chairman of the Board of Directors and the Chief Executive Officer of SkyPeople Juice Group Co., Ltd., a 99.78% indirectly owned operating subsidiary of the Company ("SkyPeople (China)"), since 2003. The Company is a holding company and conducts its business substantially through SkyPeople (China) and its subsidiaries and branch officers in China. Prior to that, Mr. H. K. Xue served as the Chief Executive Officer of Tangshan Fengyuan Metal Products, a sino-foreign joint venture, from March 2002 to March 2003. Prior to that, he served as the general manager of Baoji Industrial Products Co., Ltd., a wholly foreign owned enterprise, from April 2001 to March 2002, and deputy general manager of Shaanxi DePu Industry and Trade Co., Ltd. from October 1997 to April 2001. H. K. Xue received a bachelor degree in business management from Lanzhou University of Finance and Economics in July 1995. H. K. Xue's experience in management and corporate development and his experience with fruit juice industry, the development and sale of products will enable him to provide effective leadership to continue to grow the Company's business.
 
Other than the family relationship between Y. K. Xue and H. K. Xue, there is no family relationship between the Company's directors and officers.
 
 
 

 
 
Mr. H. K. Xue, in his position as the Chief Executive Officer of the Company, will be compensated with a base salary of RMB200,000 per annum payable in cash on a monthly basis and may be eligible for a performance cash bonus up to RMB30,000 at the discretion of the Compensation Committee of the Board.
 
Other than the compensation disclosed above, Mr. H. K. Xue has not had any transactions with the Company during the past fiscal year through the present that would require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. H. K. Xue and any third party pursuant to which he was selected as a director.
 
Item 8.01 Other Events.
 
It has been approved by the Board that the director annual fees for each of the paid directors of the Company has been increased by 10% effective January 1, 2013. Each of Messrs. Norman Ko and John Smagula will be compensated with an annual fee of US$39,600, and each of Messrs Tao Wang, Baosheng Lu, and Guolin Wang will be compensated with an annual fee of RMB55,000, each payable in cash on a quarterly basis for their respective services as directors and members of board committees. Mr. Y. K. Xue agrees to receive no compensation as the Chairman of the Board.
 
On February 19, 2013, the Company issued a press release with respect to the Loan Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
 
On February 19, 2013, the Company issued a press release with respect to resignation and appointment of directors and officers. A copy of the press release is attached hereto as Exhibit 99.2.
 
Item 9.01 Financial Statements and Exhibits.
 
See Exhibit Index.
 
 
 
 

 
 
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.
 
 
 
SkyPeople Fruit Juice, Inc.
Date:   February 19, 2013
By:  
/s/ Xin Ma
 
Name: Xin Ma
Title: Chief Financial Officer
 
 
 

 
 
Exhibit Index
 
Exhibit No.
  
Description
10.1   A copy of the English translation of the Loan Agreement dated February 18, 2013
99.1   A copy of the press release issued by the Company regarding the Loan Transaction dated February 19, 2013
99.2  
A copy of the press release issued by the Company regarding the resignation and appointment of directors and officers dated February 19, 2013
     
Exhibit 10.1
 
Loan Agreement

Borrower: SkyPeople Juice Group Co., Ltd.
Address: 16F, China Development Bank Tower, No. 2 Gaoxin 1 st RD, Xi’an China

Lender: SkyPeople International Holdings Group Limited
Address: Scotia Centre, 4 th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112  Cayman Islands
 
Whereas, the Borrower is willing to borrow loan (in US dollars) from the Lender; and the Lender is also willing to provide loan (in US dollars) to the Borrower. The purpose of this loan is to develop sales network and channels of Hedetang-branded fruit juice beverages in emerging markets in China. Both parties shall obey relevant provisions of the “Contract Law of the People’s Republic of China” and the “Interim Measures on the Management of Foreign Debts.” Through negotiations and equal consultation, the Borrower and the Lender reached the following agreement to be implemented jointly.
 
Article 1 Currency, Principal Amount and Term of the Loan
 
1 1  The Currency under this loan agreement is US dollar;
 
1 2  The principal amount is EIGHT MILLION dollars;
 
1 3  Term of the loan is one year starting from the date on which the Borrower receives the loan. The term of the loan can be extended for another two years after the maturity date subject to the consent from the Lender. The Lender is entitled to claim the principal amount and corresponding interest within the extended period, after sending the Borrow a written notice three months in advance.
 
Article 2 Purpose of the Loan
 
2 1   The purpose of this loan is to develop sales network and channels of Hedetang-branded fruit juice beverages in emerging markets in China.
 
Article 3 Transferring the Loan.
 
3 1   The full amount of the principal shall be transferred to the Borrower within 10 working days from the effective date of this agreement.
 
 
 

 
 
Article 4 Interest Rate of the Loan
 
4 1  Interest rate of the loan: the interest rate is 6% per annum. The Borrower shall pay interest to the Lender each year on the fifth day after the anniversary of effective day of this agreement (the “Interest Settlement Date”).
 
4 2  The Borrower shall pay the interest on the Interest Settlement Date set forth in article 4.1. If the Interest Settlement Date is not a working day for banks, the Interest Settlement Date shall be the next working day for banks. The interest shall be calculated as compound interest for the unpaid interests.
 
4 3  Interest shall be paid in the currency of the principal.
 
Article 5 Repayment of the Loan
 
5 1   The Borrower should repay the principal of the loan in full within five working days after the maturity date.
 
Article 6 Collateral
 
6 1  This loan is not secured by any collateral.
 
Article 7 Repayment before Maturity Date
 
7 1   In the event that the Borrower repays part of the principal before the maturity date, the interest on such early repayment shall be calculated on the actual number of days outstanding.
 
 
 

 
 
Article 8 Liability for Breaching contract
 
8.  1  The Lender breaches this agreement under the following circumstances:
 
(1) Failure to perform and comply with the clauses set forth under this agreement and having no remedy or rectification within 30 days after the occurrence of non-performance or non-appliance;
 
(2) Failure to transfer the amount of the loan to the Borrower as the transferring plan demanded.
 
8 2  If the Borrower breaches the contract, the Lender has the right to take any or all of the following actions immediately:
 
(1) Announcing part of or all of principle and the interest becomes due, and require the Borrower to make repayment immediately or by any other deadline;
 
(2) Any other measures can be taken in accordance with the agreement or the law.
 
Any the costs or the losses incurred at the Lender’s attempt in claiming the loan shall be paid by the Borrower. The Borrower shall waive the right of defense unconditionally when the Lender takes into any or all of the above measures.
 
Article 9 Miscellaneous
 
9 1  Any amendment or supplement to this agreement shall be negotiated by both parties and properly documented by amendment/supplementary agreement. Any amendment/supplementary to this agreement are integral parts of this agreement, and have the same legal effect of this agreement.
 
9 2  The Lender may transfer part of or all of the rights under this agreement on condition that such transfer has been notified to the Borrower in a timely manner. Any transfer of such of the Lender without written consent of the Borrower shall be invalid.
 
9 3  This agreement becomes effective after (1) properly signed by legal representatives or authorized representatives of both the Borrower and the Lender; (2) properly sealed of both parties’ official seals; and (3) registered to the Foreign Exchange Administrative Department. This agreement shall expire after the Borrower pays off all principal amount and interests that are payable to the Lender.
 
9 4  This agreement shall be governed by the relevant laws of the People’s Republic of China (not including laws of Hong Kong, Macao, and Taiwan).
 
9 5  The contract has been made in 4 copies. Each party holds two copies, each copy of this agreement has the same legal effect.
 
 
 

 
Signature as follow
 

Borrower: SkyPeople Juice Group Co., Ltd.
Lender: SkyPeople International Holdings Group Limited
Authorized Representative: /s/ Hongke Xue
Authorized Representative: /s/ Yongke Xue
Date: February 18, 2013


For more information, please contact:

COMPANY
INVESTOR RELATIONS
Xin Ma, CFO
David Rudnick, Account Manager
SkyPeople Fruit Juice, Inc.
CCG Investor Relations
Tel:   China + 86 - 29-8837-7161
Tel: US +1- 646-626-4172    
Email: oliver.x.ma@skypeoplefruitjuice.com
Email: david.rudnick@ccgir.com
Web: http://www.skypeoplefruitjuice.com
Web: http://www.ccgir.com
 
SkyPeople Fruit Juice Receives Funding from a Related Party

XI'AN , China , February 19, 2013 /PRNewswire-Asia-FirstCall/ -- SkyPeople Fruit Juice, Inc. (NASDAQ: SPU - News ) ("SkyPeople" or "the Company"), a producer of fruit juice concentrates, fruit juice beverages and other fruit-related products, today announced that SkyPeople Juice Group Co., Ltd., a 99.78%-owned subsidiary of the Company, has entered into a one-year unsecured term loan agreement with SkyPeople International Holdings Group Limited, an indirect beneficial shareholder of the Company, for a principal amount of $8 million.  The loan bears an interest at 6% per annum, which the management of the Company believes to be lower than the currently available market interest rate.  The purpose of the loan is to fund the development of the sales network and channels of the Company’s Hedetang-branded fruit juice beverage business in China.

About SkyPeople Fruit Juice, Inc.

SkyPeople Fruit Juice, Inc., a Florida company, through its wholly-owned subsidiary Pacific Industry Holding Group Co., Ltd. (“Pacific”), a Vanuatu company, and SkyPeople Juice International Holding (HK) Ltd., a company organized under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), holds 99.78% ownership interest in SkyPeople Juice Group Co., Ltd. (“SkyPeople (China)”). SkyPeople (China) is engaged in the production and sales of fruit juice concentrates, fruit beverages, and other fruit related products in the PRC and overseas markets. Its fruit juice concentrates are sold to domestic customers and exported directly or via distributors. Fruit juice concentrates are used as a basic ingredient component in the food industry. Its brands, “Hedetang” and “SkyPeople,” which are registered trademarks in the PRC, are positioned as high quality, healthy and nutritious end-use juice beverages. For more information, please visit http://www.skypeoplefruitjuice.com .
 
 

 

Safe Harbor Statement

Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "could," "intend," "target" and other similar words and expressions of the future.
 
All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2011 and otherwise in our SEC reports and filings, including the final prospectus for our offering. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

For more information, please contact:

COMPANY
INVESTOR RELATIONS
Xin Ma, Chief Financial Officer
David Rudnick, Account Manager
SkyPeople Fruit Juice, Inc.
CCG Investor Relations
Tel:   China + 86 - 29-8837-7161
Tel: US +1- 646-626-4172    
Email: oliver.x.ma@skypeoplefruitjuice.com
Email: david.rudnick@ccgir.com
Web: http://www.skypeoplefruitjuice.com
Web: http://www.ccgir.com

SkyPeople Fruit Juice Announces Changes in Management and its Board of Directors

XI'AN , China , February 19, 2013 /PRNewswire-Asia-FirstCall/ -- SkyPeople Fruit Juice, Inc. (NASDAQ: SPU - News ) ("SkyPeople" or "the Company"), a producer of fruit juice concentrates, fruit juice beverages and other fruit-related products, announced today that Mr. Hongke Xue has been appointed to serve as Chief Executive Officer and director of the Company, effective on February 18, 2013, replacing Mr. Yongke Xue, who has resigned from his position as the Company’s Chief Executive Officer, effective February 18, 2013. Mr. Yongke Xue will continue his role as the Chairman of the Board of the Company.  Mr. Yongke Xue’s resignation was for personal reasons and is not related to any disagreement with the Company regarding financial, operational or other practices.

SkyPeople is grateful to Mr. Yongke Xue for his leadership and immense contribution to the Company which have resulted in its strong growth The Company believes that Mr. Yongke Xue’s leadership laid a solid foundation for the Company’s future development, and the Company has benefitted from Mr. Yongke Xue’s vision, knowledge and insight of the industry.  The Company will continue to benefit from Mr. Yongke Xue’s leadership in his capacity as Chairman of the Board. In an unrelated event, the Company announced that Ms. Xiaoqin Yan has resigned as a member of the Company’s Board of Directors effective February 18, 2013.  Ms. Yan’s resignation was for personal reasons and is not related to any disagreement with the Company regarding financial, operational or other practices. The Company thanks Ms. Yan for her service to the Company in this capacity.  The newly appointed CEO, Mr. Hongke Xue, has been elected by the Board to serve as a director of the Company, replacing Ms. Yan.

Mr. Hongke Xue has been Chairman & CEO of SkyPeople Juice Group Co., Ltd., the operating entity that is 99.78% owned by SkyPeople, since 2003. Mr. Hongke Xue is the brother of Mr. Yongke Xue.  Previously, Mr. Hongke Xue was CEO of Tianjin Tangshan Fengyuan Metal Products Co., Ltd., a sino-foreign joint venture, from March 2002 to March 2003, and General Manager of Baoji Industrial Products Co., Ltd., a wholly foreign owned enterprise, from April 2001 to March 2002. He also served as deputy general manager of Shaanxi DePu Industry and Trade Co., Ltd. from October 1997 to April 2001. Mr. Hongke Xue holds a bachelor degree in business management from Lanzhou University of Finance and Economics. As Mr. Hongke Xue is highly knowledgeable of, and familiar with, the Company’s day-to-day operations and strategic goals, the Company anticipates a seamless transition of the management and looks forward to sustained growth under Mr. Hongke Xue’s leadership.

About SkyPeople Fruit Juice, Inc.

SkyPeople Fruit Juice, Inc., a Florida company, through its wholly-owned subsidiary Pacific Industry Holding Group Co., Ltd. (“Pacific”), a Vanuatu company, and SkyPeople Juice International Holding (HK) Ltd., a company organized under the laws of Hong Kong Special Administrative Region of the People’s Republic of China and a wholly owned subsidiary of Pacific, holds 99.78% ownership interest in SkyPeople Juice Group Co., Ltd. (“SkyPeople (China)”). SkyPeople (China), together with its operating subsidiaries in China, is engaged in the production and sales of fruit juice concentrates, fruit beverages, and other fruit related products in the PRC and overseas markets. Its fruit juice concentrates are sold to domestic customers and exported directly or via distributors. Fruit juice concentrates are used as a basic ingredient component in the food industry. Its brands, “Hedetang” and “SkyPeople,” which are registered trademarks in the PRC, are positioned as high quality, healthy and nutritious end-use juice beverages. For more information, please visit http://www.skypeoplefruitjuice.com .

 
 

 
 
Safe Harbor Statement

Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "could," "intend," "target" and other similar words and expressions of the future.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2011 and otherwise in our SEC reports and filings, including the final prospectus for our offering. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov . We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.