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): June 24,
2010
FAR
EAST WIND POWER CORP.
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(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-153472
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27-0999493
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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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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (602)
953-7757
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))
Section
1 - Registrant’s Business and Operations
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Consulting Agreement with J.
Crane & Company, Limited
On June
24, 2010, Far East Wind Power Corp. (the “Company”), entered
into a Consulting Agreement (the “Consulting
Agreement”) with J. Crane & Company, Limited, a Western Samoa limited
company (“Consultant”).
Consultant is a professional services company owned by James T.
Crane. Mr. Crane is also Consultant’s sole officer and
director. Pursuant to the terms of the Consulting Agreement,
Consultant will serve as the Company’s Chief Financial Officer. The
Consulting Agreement provides that Mr. Crane will exclusively perform the
services on behalf of Consultant and failure to do so will be deemed a material
breach of the Consulting Agreement subject to termination of the Agreement by
the Company. The term of the Consulting Agreement is three (3) years, subject to
earlier termination by Consultant or the Company as provided in the Consulting
Agreement.
Pursuant
to the terms of the Consulting Agreement, on June 24, 2010, the Company will pay
Consultant RMB 68,000. The Company will also pay Consultant a monthly fee (the
“Monthly Fees”)
of RMB 68,000, which is subject to increase upon the occurrence of certain
milestones with respect to the value of the Company’s operating assets as set
forth in the Consulting Agreement. The Consulting Agreement also provides that
subject to Board approval, on June 24, 2010, the Company will grant to
Consultant 650,000 shares of the Company’s common stock (the “Restricted Stock”),
subject to vesting as follows: (i) 250,000 shares will vest at the rate of 1/6
of such shares upon each monthly anniversary of the date of grant; and (ii)
400,000 shares will vest at the rate of 1/36 of such shares upon each monthly
anniversary of the date of grant. The Consulting Agreement further provides
that, subject to Board approval, upon successful listing by the Company on a
stock exchange, the Company will grant to Consultant 150,000 shares of the
Company’s common stock (the “Additional Stock
Award”).
The
Consulting Agreement provides that if the Company will issue additional shares
of capital stock and convertible debt instruments (subject to certain
exceptions) that would result in the number of shares of common stock received
by Consultant as compensation from the Company representing less than one
percent (1%) of the Company’s outstanding capital stock and convertible debt
securities (“Outstanding Stock”),
then the Company will issue to Consultant the number of shares of common stock
such that Consultant’s ownership of common stock received as compensation
(without regard to open market purchases, the Additional Stock Award and any
sales of common stock received as compensation) will represent one percent (1%)
of the Outstanding Stock. Any additional shares of common stock issuable to
Consultant as result of additional issuances of shares of capital stock and
convertible debt instruments, will be issued on a quarterly basis, without any
additional consideration from Consultant and subject to the same acceleration
and vesting provisions as set forth in the Consulting Agreement. The right to
receive additional shares of the Company’s common stock pursuant to the
anti-dilution provisions of the Consulting Agreement terminates upon
the earlier of (i) the Company achieving at least $50,000,000 in revenue or (ii)
the Company reporting at least $100,000,000 in assets on its balance
sheet.
Pursuant
to the terms of the Consulting Agreement, if the Company terminates the
Consulting Agreement for any reason other than for “cause,” thirty (30) days
after the effective date of the Consulting Agreement, (i) Consultant will
continue to receive the Monthly Fees for a period of three (3) months based on
the Monthly Fee paid to Consultant for the last month prior to termination, (ii)
twenty-five percent (25%) of the Restricted Stock will vest and (iii)
in the event Consultant is terminated within twelve (12) months of the effective
date of an application by the Company to list its common stock on a stock
exchange, subject to approval by the Board, the Company will grant Consultant a
number of shares of the Company’s common stock equal to the product of 1/24 of
the Additional Stock Award and the number of full months from the date of
Consultant’s termination and the effective date of the application.
Restricted Stock Award
Agreement with J. Crane & Company, Limited
On June
24, 2010, the Company entered into a Restricted Stock Award Agreement with
Consultant, whereby the Company granted Consultant 650,000 shares of Restricted
Stock in consideration for services to be rendered by Consultant to the Company
(the “Restricted Stock
Award Agreement”), as contemplated by the Consulting
Agreement. The Restricted Stock is subject to vesting as described in
Item 1.01 above. According to the Restricted Stock Award Agreement,
if Consultant will no longer be serving as an active consultant providing
services to the Company or any of its subsidiaries, to the extent any of the
Restricted Stock has not vested in accordance with the Restricted Stock Award
Agreement, such unvested Restricted Stock will immediately be forfeited and all
of Consultant’s rights to such Restricted Stock will terminate. Upon
the effective date of a change of control all of the then unvested Restricted
Stock will become vested. Additionally, in the event the Company
terminates the Consultant Agreement with no cause, a number of shares equal to
twenty-five percent (25%) of the then unvested Restricted Stock will become
vested.
The forms
of the Consulting Agreement and Restricted Stock Award Agreement are attached to
this report as Exhibits 10.1 and 10.2, respectively, and the terms and
conditions are incorporated herein. The foregoing statements are not intended to
be a complete description of all terms and conditions.
Section
5 - Corporate Governance and Management
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) John
J. Lennon, the Company’s Chief Financial Officer has resigned effective as of
June 24, 2010.
(c) On
June 24, 2010, the Company appointed James T. Crane, age 33, as Chief Financial
Officer.
From May
1999 to present, James T. Crane has been the President, sole director and owner,
of J. Crane & Company, Limited, a professional services firm that he founded
in May 1999 and which provides various public company services involving
financial, accounting and investor communications matters. From
October 2007 to present, Mr. Crane has been the Chief Financial Officer of
Subaye, Inc., a company located in Guangzhou City, China, which operates in Asia
and primarily provides internet-based marketing and cloud computing products to
the emerging markets of the People’s Republic of China. In addition,
from June 2009 to June 2010, Mr. Crane has also been acting as the Chief
Financial Officer of Longwei Petroleum Investment Holding Limited, a company
that operates in Shanxi Province in the People’s Republic of China and is a
wholesale distributor of finished petroleum products serving a select group of
customers comprised of gas stations and coal power plants. From 2007 to 2008,
James Crane has served as a director of Commerce Planet, Inc. From
2006 to 2007, Mr. Crane has served as a director of Planetlink Communications,
Inc.
Mr. Crane
has not previously held any positions with the Company and does not have any
family relationships with any director or executive officer of the Company, or
persons nominated or chosen by the Company to become directors or executive
officers.
In
connection with Mr. Crane’s appointment as Chief Financial Officer, the Company
entered into the Consulting Agreement and the Restricted Stock Award Agreement
with J. Crane & Company, Limited, which are described in Item 1.01 hereof
and incorporated herein by reference.
(e) As
described in Item 1.01 above, the Company entered into the Consulting Agreement
and the Restricted Stock Award Agreement with J. Crane & Company, Limited, a
company owned by James T. Crane, the Company’s Chief Financial
Officer. The description of such agreements set forth in Item 1.1 (c)
is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
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No.
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Description
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10.1
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Consulting
Agreement dated June 24, 2010, made by and between the Company and J.
Crane & Company, Limited
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10.2
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Restricted
Stock Award Agreement dated June 24, 2010, made by and between the Company
and J. Crane & Company,
Limited
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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.
Date: June
24, 2010
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FAR
EAST WIND POWER CORP.
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By:
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/s/ James T. Crane
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James
T. Crane
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Chief
Financial Officer
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