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
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Date
of Report (Date of earliest event reported):
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May
5, 2010
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China
Intelligent Lighting and Electronics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53018
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26-1357819
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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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No. 29
& 31, Huanzhen Road, Shuikou Town, Huizhou, Guangdong, People’s Republic of
China 516005
(Address,
including zip code, of principal executive offices)
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Registrant’s
telephone number, including area code
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86-752-3138511
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(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))
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Item
2.02
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Results
of Operations and Financial
Condition.
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Preliminary
Selected Results of Operations for the quarter ended March 31, 2010
The
following are the preliminary selected results of operations of China
Intelligent Lighting and Electronics, Inc. (the “Company”) for the
three months ended March 31, 2010. The following financial information is
preliminary and is subject to adjustments in connection with the preparation and
filing of the Company’s unaudited condensed consolidated financial statements in
its Quarterly Report on Form 10-Q for the three months ended March 31,
2010.
The
Company estimates that its revenue will be approximately $14.5 - 15.0 million
for the three months ended March 31, 2010, as compared to $12.0 million for the
same period in 2009. The Company’s general and administrative
expenses for the three months ended March 31, 2010 are expected to be
approximately $1.3 - 1.4 million as compared to $220,000 for the comparable
period in 2009. The increase in general and administrative expenses for the
first three months of 2010 is primarily due to an estimated $1.1 - 1.2 million
of accounting, legal and other fees and expenses related to the share exchange
transaction and private placement that the Company closed on January 15,
2010. As a result, the Company estimates that its net income will be
approximately $870,000 - 875,000 for the three months ended March 31, 2010, as
compared to $1.5 million for the same period in 2009.
Because
the three months ended March 31, 2010 has recently ended, this financial
information is, by necessity, preliminary in nature, based only upon preliminary
information available to the Company as of the date of the filing of this
Current Report on Form 8-K and has not been reviewed in full by the
Company’s independent registered public accounting firm. The
Company’s actual results of operations for the three months ended March 31, 2010
and financial status as of March 31, 2010 could differ materially from its
estimates due to completion of its quarter closing procedures, final
adjustments, final review by the Company’s independent registered public
accounting firm, and other developments that may arise before the Company’s
financial results for the period are finalized. Accordingly, undue reliance
should not be placed on the foregoing financial estimates.
Cautionary
Statement Regarding Forward-Looking Statements
The
information contained in this Current Report includes statements that are not
purely historical and that are “forward-looking statements.” Such
forward-looking statements include, but are not limited to, statements regarding
the Company’s and management’s expectations, hopes, beliefs, intentions or
strategies regarding the future, including its financial condition,
and results of operations. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipates,” “believes,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and
similar expressions, or the negatives of such terms, may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.
The
forward-looking statements contained in this Current Report are based on current
expectations and beliefs concerning future developments. There can be no
assurance that future developments actually affecting the Company will be those
anticipated. These forward-looking statements involve a number of
risks, uncertainties or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these
forward-looking statements, including the following: collectability
of trade receivables due to the Company by its customers; the Company’s ability
to develop and market new products; the Company’s ability to extend the term of
its Trademark License Agreement to use the Hyundai™ trademark; the Company’s
ability to accurately forecast amounts of supplies needed to meet customer
demand; the market acceptance of its products; exposure to product liability and
defect claims; fluctuations in the availability of raw materials and components
needed for the Company’s products; changes in the laws of the PRC that affect
the Company’s operations; and the Company’s ability to obtain all necessary
government certifications, approvals, and/or licenses to conduct its
business. New risk factors emerge from time to time and the Company
cannot predict all such risk factors, nor can it assess the impact of all such
risk factors on the Company’s business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers;
Compensatory Arrangements of Certain
Officers.
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On May 5,
2010, Chi-wai (Gabriel) Tse resigned as the Chief Financial Officer and
Corporate Secretary of the Company. On May 5, 2010, the Company
appointed Kui (Kevin) Jiang as its new Chief Financial Officer and Corporate
Secretary effective May 5, 2010.
Mr. Jiang
served as a senior auditor and audit supervisor at Davidson & Company, LLP,
a full service chartered accountancy firm, from November 2005 to November
2009. Prior to that, Mr. Jiang was a senior tax associate at Mah
& Associates, LLP, a CPA firm, from September 2002 to September 2005, and
was an accountant with Odenberg Ullakko Muranishi & Co., LLP, a CPA firm,
from July 1999 to August 2002. From September 1989 to April 1992, Mr. Jiang
served as the chief auditor at the Bureau of Auditing at the government of
Liuzhou, China. Mr. Jiang is a certified public accountant in the United
States. He received a bachelor’s degree in auditing from
Central-South University of Business and Economics in 1989 and a master’s degree
in accounting from Golden Gate University in 1999.
On May 5,
2010, the Company entered into an employment agreement with Mr. Jiang regarding
his employment by the Company as its new Chief Financial Officer (the “Employment
Agreement”). Pursuant to the Employment Agreement, Mr. Jiang
will be entitled to an annual base salary of $48,873, as well as reimbursement
for business travel expenses. The initial term of the employment
agreement will be 12 months, with automatic 12-month extensions, unless either
party provides 30 days written notice of termination prior to the expiration of
a term. The Company may also terminate the agreement with 30 days
prior written notice or payment in lieu thereof. In the event Mr.
Jiang’s employment with the Company is terminated, the Company will pay Mr.
Jiang on the date of termination the amount of his salary that is earned but
unpaid as of the date of termination.
Pursuant
to the Employment Agreement, Mr. Jiang will also be granted options to purchase
25,000 shares of the common stock of the Company at an exercise price equal to
the offering price of the shares sold in the public offering (the “Jiang Options”) upon
the pricing date of the public offering (the “Effective
Date”). The Jiang Options will vest in equal installments
every three months over a period of 12 months. The Jiang Options will
expire five years from the date of grant, provided, however, that Mr. Jiang
remains continuously employed by the Company during the applicable five-year
period. If Mr. Jiang is terminated without Cause (as defined in the
Employment Agreement) or Mr. Jiang terminates his employment for Good Reason (as
defined in the Employment Agreement), then all of the Jiang Options that are not
vested will immediately vest on the date of termination. All options
that are vested at the time of termination of employment must be exercised
within 30 days of termination, provided, however, that the Jiang Options may be
immediately cancelled by the Company if Mr. Jiang’s employment is terminated for
Cause.
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Item
7.01
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Regulation
FD Disclosure.
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The
information reported under Item 2.02 is hereby incorporated by
reference. The information reported under Items 2.02 and 7.01 in this
Current Report on Form 8-K shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Employment
Agreement with Kevin Jiang dated as of May 5,
2010.
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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.
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China
Intelligent Lighting and Electronics, Inc.
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By:
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/s/ Li
Xuemei |
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Name:
Li Xuemei
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Title:
Chief Executive Officer
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