Unassociated Document
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 28, 2009
DEER
CONSUMER PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-140545
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20-5526104
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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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Registrant’s
telephone number, including area code: (86) 755-8602-8285
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Area
2, 1/F, Building M-6,
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Central
High-Tech Industrial Park, Nanshan,
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Shenzhen,
China
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518057
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 28, 2009, the Board of Directors (the “Board of Directors”) of Deer
Consumer Products, Inc. (the “Company”) voted to appoint Mr. Walter Zhao as
President of the Company effective immediately. Mr. Zhao resigned as a member of
the board of directors and Mr. Qi Hua Xu was appointed as an independent board
member for purposes of the listing and independence standards of the NASDAQ OMX
Group, Inc.
(a) In
conjunction with Mr. Zhao’s appointment as President, on September 28, 2009 Mr.
Zhao notified the Board of Directors of his intent to voluntarily resign as a
director of the Company effective September 28, 2009. The Company thanks Mr.
Zhao for his service as a member of the Board of Directors. Mr. Zhao and the
Company note that Mr. Zhao is not resigning because of any disagreement with the
Company on any matter relating to the Company’s operations, policies or
practices. Mr. Zhao served as a member of the Audit Committee, Nominating and
Corporate Governance Committee and as the Chairman of the Compensation
Committee. Mr. Zhao will be appointed as the President of the
Company.
(c) On
September 28, 2009, the Board of Directors voted to appoint Mr. Walter Zhao as
President of the Company effective immediately. Mr. Zhao will assume various
roles as a senior manager of the Company and will report to Ying He, the Chief
Executive Officer and Chairman of the Board. The biography of Mr. Zhao is as
follows:
Walter
Zhao, 45. From December 1997 to the present time, Mr. Zhao was the President of
Kaito Electronics, Inc., an electronics design and manufacturer. From 1989 to
1997 Mr. Zhao was a Department Manager of CEIEC Shenzhen, an education equipment
and instrument company. Mr. Zhao received a Master’s degree in electrical
engineering from the University of Science and Technology in China in 1989 and a
Bachelor of Science degree in electrical engineering from Shandong University in
1985.
Upon his
appointment as President of the Company, Mr. Zhao resigned from all positions at
Kaito Electronics, Inc. and is exclusively dedicating his professional efforts
to the Company.
There are
no arrangements or understandings between Mr. Zhao and any other persons
pursuant to which Mr. Zhao was selected as a President.
There are
no relationships or related transactions between Mr. Zhao and the Company that
are required to be reported under Item 404(a) of Regulation S-K.
The
Company and Mr. Zhao have agreed that he will be compensated with a salary of
$50,000 per annum for one year of service, subject to renewal, and shall be
eligible for a grant of 30,000 options on a post split basis under the proposed
2009 Equity Incentive Plan, vesting in full upon the first anniversary of the
grant. The grant of options shall become effective upon the execution of an
Award Agreement between Mr. Zhao and the Company and be subject to the approval
of the 2009 Equity Incentive Plan by the requisite vote of the stockholders of
the Company.
(d) On
September 28, 2009, the Board of Directors voted to appoint Mr. Xu Qi Hua as a
member of the Board of Directors effective immediately. The biography of Mr. Hua
follows:
Qi Hua
Xu, PhD., age 47, has been a professor of Aerospace Automation at the China
Northwestern Industrial University for over 20 years. Mr. Hua received a
bachelor’s degree from China Northwestern Industrial University in Aerospace
Automation in July of 1980 and a doctorate of Aerospace Automation in July of
1987.
The Board
has determined that Mr. Xu is an independent director for purposes of the NASDAQ
OMX Group, Inc. listed company standards and the independence standards set
forth in the Company’s Corporate Governance Guidelines. The Board has appointed
Xu to serve as a member of the Audit Committee, Nominating and Corporate
Governance Committee and as the Chairman of the Compensation
Committee.
There are
no arrangements or understandings between Mr. Xu and any other persons pursuant
to which such director was selected as a director.
There are
no relationships or related transactions between Mr. Xu and the Company that are
required to be reported under Item 404(a) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
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.
DEER
CONSUMER PRODUCTS, INC.
Name: Mr.
Ying He
Title:
Chief Executive Officer
Date:
September 28, 2009