Unassociated Document
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): August 20,
2009
CHINA EDUCATION ALLIANCE, INC.
(Exact name of registrant as specified
in its charter)
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North
Carolina
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000-52092
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56-2012361
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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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58
Heng Shan Road, Kun Lun Shopping Mall
Harbin,
People’s Republic of China
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150090 |
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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:
86-451-8233-5794
Benjamin Tan, Esq.
Sichenzia Ross Friedman Ference
LLP
61 Broadway, 32 Floor
New York, New York
10006
Phone:
(212) 930-9700
Fax: (212) 930-9725
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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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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Item 5.02
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Departure of Directors or
Principal Officers; Election of Directors; Appointment of
Principal Officers
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On August 20, 2009, our Chief Financial Officer,
Susan Liu resigned.
On August 20, 2009, our board of directors appointed a new Chief Financial Officer,
Zibing Pan pursuant to an employment agreement
dated August 20, 2009. The appointment
was effective August 20, 2009. Mr.
Pan’s nomination and compensation have been
approved by the Company’s Nominating Committee and Compensation
Committee respectively.
Mr. Pan, 41, is a Certified Public Accountant,
certified by the Oklahoma
State Board of Accountancy and member of American Institute of Certified Public
Accountant (AICPA) and Oklahoma Society of Certified Public Accountants (OSCPA).
Mr. Pan graduated with a Master of Business Administration from
the University of Central Oklahoma in 1999. He
obtained his Bachelor of Arts from Anhui University, China in 1988. Prior to
joining to the Company, Mr. Pan was an audit manager with Eide Bailly CPAs &
Business Advisors (“Eide Bailly”) at Oklahoma City office. Mr.
Pan had been working at Eide Bailly since September
2005. While at Edie Bailly, he managed a team of professionals, providing audit and review services to both national and international
clients. From September 1998 to September 2005, Mr. Pan was a
statistical analyst and
economist with the State of Oklahoma. He reviewed and compiled complex
statistical data, and provided consultation to managers and administrators to
aid in the development of appropriate assessment and evaluation mechanisms for
programs and services. From 1994-1996, Mr. Pan worked as a loan
project officer for Asian Development Bank (ADB) Loan Management Office in
Anhui, China. He managed various ADB loan projects and assisted communication
and translation between ADB and Chinese government. From 1988 – 1994, Mr. Pan was an associate
professor at Anhui University, China, teaching English
language.
There is
no family relationship between Mr. Pan and any of our other officers and
directors. Mr. Pan is not a director of any company. Except for the employment
agreement described below, Mr. Pan has not had any transaction with us since the
beginning of our last fiscal year.
Mr. Pan’s
compensation as our Chief Financial Officer is set forth in an employment
agreement between Mr. Pan and us dated August 20, 2009. Under that
agreement, Mr. Pan is to receive an annual salary of $100,000, and an
additional $300 per month towards the payment of his medical, health and dental
benefits, disability, accident and life insurance.
Additionally,
Mr. Pan will be granted an option to purchase 30,000 shares of common stock of
Company annually at an exercise price equivalent to the closing price per share
of common stock on the date of the grant, which option shall vest in one-third
installments over three years.
As an
incentive to Mr. Pan, on completion of two (2) full years of service to the
Company, the Company shall award him an additional option to purchase 40,000
shares of the Company’s common stock at an exercise price equivalent to the
closing price per share of common stock on the date of the grant, which option
shall vest in one-third installments over three years.
On August
20, 2009, the Company issued a press release annexed hereto as Exhibit 99.1
hereto.
The
information in this report, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or
incorporated subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
shall not be incorporated by reference in any registration statement or other
document filed under the Securities Act or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings, except as shall be expressly set forth by specific reference in
such a filing.
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Financial
Statements and Exhibits.
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Exhibits |
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99.1 Press
Release, August 20, 2009, issued by China Education Alliance,
Inc. |
SIGNATURES
Pursuant to the requirements of the
Securities and 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 EDUCATION ALLIANCE,
INC. |
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| Dated: August 20, 2009 |
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By:
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/s/ Xiqun Yu
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Name:
Xiqun Yu |
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Title:
Chief Executive Officer and President |
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