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): March 31, 2009
DEER
CONSUMER PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-131168
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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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Area
2, 1/F, Building M-6, Central
High-Tech
Industrial Park, Nanshan,
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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Registrant’s
telephone number, including area code: (86)
755-8602-8285
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(Former
name or former address if changed since last
report.)
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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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o
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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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o
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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 1.01 Entry into a Material Definitive
Agreement.
On March
31, 2009, Deer Consumer Products, Inc. ("Deer" or the "Company") completed a
closing of a private placement offering (the “Offering”) of Units (as defined
below) pursuant to which Deer sold an aggregate of 932,500 Units at
an offering price of $.80 per Unit for aggregate gross proceeds of
$746,000. Each "Unit" consists of one share of Deer's common stock,
par value $.001 per share (the "Common Stock"), and a three year warrant to
purchase 15% of one share of Common Stock at an exercise price of $1.50 per
share (the "Warrants"). The Units sold represent an aggregate of 932,500 million
shares of Common Stock and Warrants to purchase 139,875 shares of Common Stock
to the purchasers of the Units in the Offering (the “Purchasers”) and Warrants
to purchase 93,251 shares of Common Stock to the placement
agents. The closing of the first tranche of the private placement was
originally announced in accordance with Rule 135c of the Securities Act of 1933,
as amended (the “Securities Act”), in the Company’s Current Report on
Form 8-K dated February 6, 2009.
Warrants
The
Warrants are immediately exercisable, expire on the third anniversary of their
issuance and entitle the Purchasers, in the aggregate, to purchase up to 139,875
shares of Common Stock at an initial exercise price of $1.50 per
share.
Registration
Rights Agreement
The
Registration Rights Agreement requires that the Company file a registration
statement (“Registration Statement”) covering shares of Common Stock issued to
the Purchasers and the shares issuable upon exercise of the Warrants (the
“Registrable Securities”). The Company is required to file the Registration
Statement with the Securities and Exchange Commission ("SEC") within 60 days of
the closing of the Offering.
The
Registration Statement must be declared effective by the SEC within 180 days of
the final closing of the Offering. Subject to certain grace periods, the
Registration Statement must remain effective and available for use until the
Purchasers can sell all of the securities covered by the Registration Statement
without restriction pursuant to Rule 144. If Deer fails to meet the filing or
effectiveness requirements of the Registration Statement, it is required to pay
liquidated damages of 1% of the aggregate purchase price paid by such Purchaser
for any Registrable Securities then held by such Purchaser on the date of such
failure and on each anniversary of the date of such failure until such failure
is cured. The Registration Rights Agreement provides for customary
indemnification for the Company and the Purchasers.
The forms
of Warrant and Registration Rights Agreement are attached as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K. The above descriptions
are not complete and are qualified in their entirety by reference to the
complete text of those documents, which are incorporated herein by reference.
However, those documents and agreements, including, without limitation, the
representations and warranties contained in those documents, are not intended as
documents for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures contained in
the Company’s reports under the Securities Exchange Act of 1934, as amended
(“Exchange Act”).
Item
3.02 Un-Registered Sales of Equity Securities
On March
31, 2009, Deer completed the closing of an Offering of Units pursuant to which
Deer sold an aggregate of 932,500 Units at an offering price of $.80 per Unit
for aggregate gross proceeds of $746,000. Each Unit consists of one share of
Deer's Common Stock and a Warrant to purchase 15% of one share of Common Stock
at an exercise price of $1.50 per share. The details of this
transaction are described in Item 1.01, which is incorporated in its entirety by
this reference into this Item 3.02.
In
addition, Deer compensated two placement agents that assisted in the sale of
Units in the Offering by (i) paying them cash equal to 9% of the gross proceeds
from the sales of Units placed and (ii) issuing them Warrants to purchase that
number of shares of Common Stock equal to 10% of the Units placed as
follows:
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Placement
Agents
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Cash
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Warrants
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Seaboard
Securities, Inc.
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$ |
21,375 |
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29,688 |
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Martinez-Ayme
Securities, Inc.
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$ |
45,765 |
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63,563 |
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The
Warrants granted to these placement agents have the same terms and conditions as
the Warrants granted in the Offering.
Deer
anticipates that the net proceeds of the Offering will be used for working
capital purposes.
The
Offering was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) of the Securities Act and Regulation D and Regulation S
promulgated by the SEC.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Number
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Document
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10.1
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Form
of Warrant.
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10.2
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Form
of Registration Rights Agreement.
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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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DEER
CONSUMER PRODUCTS, INC
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By:
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/s/ Ying
He
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Date:
April 2, 2009
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Name:
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Ying
He
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Chief
Executive Officer |