Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 22, 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
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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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
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.
EXPLANATORY NOTE
On December 24, 2009, Deer Consumer
Products, Inc. filed a Current Report on Form 8-K disclosing the grant of
options to Messrs. Arnold Staloff and Walter Zhao. This amendment to that filing
discloses the exercise price of the options and to clarify that the Stock Option
Agreements were not material contracts.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
December 22, 2009 (Shenzhen Time), Deer Consumer Products, Inc. (the “Company”)
granted options to purchase an aggregate of 80,000 shares of common stock of the
Company, par value $.001 per share (the “Common Stock”), to Mr. Walter Zhao,
President of the Company, under the 2009 Equity Incentive Plan (the
“Plan”), with options to purchase 40,000 shares vesting immediately on the grant
date and options to purchase the remaining 40,000 shares vesting on December 31,
2010. The grant of the options became effective upon the execution of
a Stock Option Agreement between Mr. Zhao and the Company on December 22, 2009
(Shenzhen Time) and may be exercised at the price of $10.96 per share, which was
the closing price of the Company’s common stock on the NASDAQ Global Market on
December 21, 2009 (New York Time). The form of the Stock Option
Agreement is attached as Exhibit 10.5.
On
December 22, 2009 (Shenzhen Time), the Company granted options to purchase an
aggregate of 50,000 shares of Common Stock to Mr. Arnold Staloff, director of
the Company, under the Plan, with options to purchase 16,666 shares vesting
immediately and the remainder to vest in increments of 16,667 shares on each
subsequent annual anniversary of the grant date. The grant of the
options became effective upon the execution of a Stock Option Agreement between
Mr. Staloff and the Company on December 22, 2009 (Shenzhen Time) and may be
exercised at the price of $10.96 per share, which was the closing price of the
Company’s common stock on the NASDAQ Global Market on December 21, 2009 (New
York Time). This grant of options supersedes any prior grant of
options to Mr. Staloff. The Company and Mr. Staloff further agreed
that he will be compensated with a salary of $50,000 per year for a period of
one year.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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Exhibit
10.5
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Form
of Stock Option Agreement (previously
filed)
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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.
Dated: December
28, 2009
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DEER
CONSUMER PRODUCTS, INC.
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By:
/s/ Ying He
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Name:
Ying He
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Title:
Chief Executive Officer
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