Form 8-K SORL Auto Parts Inc For: Dec 22

 

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): December 22, 2015

 

SORL Auto Parts, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	000-11991	30-0091294
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
	No. 1169 Yumeng Road
	Ruian Economic Development District
	Ruian City, Zhejiang Province
	People’s Republic of China
	(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 86-577-6581-7720

 

N/A

(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))

 

   

Section 7. Regulation FD

 

Item 7.01. Regulation FD Disclosure

 

On December 22, 2015, SORL Auto Parts, Inc. (the “Company”) issued a press release to announce that its board of directors has formed a special committee of independent directors to evaluate a preliminary non-binding proposal letter, dated October 30, 2015, from Mr. Xiaoping Zhang, Chairman and Chief Executive Officer of the Company, Ms. Shuping Chi and Mr. Xiaofeng Zhang, directors of the Company, to acquire all of the outstanding shares of the Company not owned by them or their affiliates. The text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

Section 9. Financial Statement and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1 Press Release, dated December 22, 2015, announcing that its board of directors has formed a special committee of independent directors to evaluate a preliminary non-binding proposal letter, dated October 30, 2015, from Mr. Xiaoping Zhang, Chairman and Chief Executive Officer of the Company, Ms. Shuping Chi and Mr. Xiaofeng Zhang, directors of the Company, to acquire all of the outstanding shares of the Company not owned by them or their affiliates.

 

  

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.

 

	SORL Auto Parts, Inc.
Date: December 22, 2015	/s/ Xiaoping Zhang
	Xiaoping Zhang, Chief Executive Officer

 

 

Exhibit 99.1

 

THIS DRAFT CONTAINS ATTORNEY WORK PRODUCT AND IS ATTORNEY-CLIENT PRIVILEGED

 

SORL Auto Parts Announces Formation of a Special Committee to Evaluate Non-Binding Proposal

 

 

ZHEJIANG, China, December 22, 2015 -- SORL Auto Parts, Inc. (SORL) ("SORL" or the “Company”), a leading manufacturer and distributor of automotive brake systems as well as other key safety-related auto parts in China, today announced that, in response to a preliminary non-binding proposal letter (the “Proposal”), dated October 30, 2015, from Mr. Xiaoping Zhang, Chairman and Chief Executive Officer of the Company, Ms. Shuping Chi and Mr. Xiaofeng Zhang, directors of the Company, to acquire all of the outstanding shares of the Company not owned by them or their affiliates, the Company’s board of directors (the “Board”) has formed a special committee of independent directors (the “Special Committee”) consisting of Yuhong Li, Huilin Wang, Jinbao Liu and Jianghua Feng to review, evaluate and negotiate the Proposal and any alternative thereto and to make a recommendation with respect to the Proposal and any alternative thereto.

 

The Special Committee has retained Roth Capital Partners, LLC as its independent financial advisor and both Sullivan & Worcester LLP and Jun He Law Offices LLC as its legal counsel to assist it in its review, evaluation and negotiation of the Proposal and any alternative thereto. The Special Committee will also be advised by Richards, Layton & Finger, LLP.

 

The Company cautions its shareholders and others considering trading in its securities that neither the Special Committee nor the Board has set a definitive timetable for the completion of its evaluation of the Proposal or to make any decision with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the Proposal or any other transaction will be approved or consummated.

 

About SORL Auto Parts, Inc.

 

As a global tier one supplier of brake and control systems to the commercial vehicle industry, SORL Auto Parts, Inc. is the market leader for commercial vehicles brake systems, such as trucks and buses in China. The Company distributes products both within China and internationally under the SORL trademark. SORL is listed among the top 100 auto component suppliers in China, with a product range that includes 65 categories with over 2000 specifications in brake systems and others. The Company has four authorized international sales centers in UAE, India, the United States and Europe. SORL is working to establish a broader global sales network. For more information, please visit http://www.sorl.cn .

 

  

Safe Harbor Statement

 

This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of forward-looking terminology such as "expects," "anticipates," "believes," "targets," "goals," "projects," "intends," "plans," "seeks," "estimates," "may," "will," "should" or similar expressions. For example, when the Company describes the evaluation of the preliminary non-binding proposal letter, it is using forward-looking statements. These forward-looking statements may also include statements about the Company's proposed discussions related to its business or growth strategy, which are subject to change. Such information is based upon expectations of the Company's management that were reasonable when made, but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond the Company's control and upon assumptions with respect to future business decisions, which are subject to change. The Company does not undertake to update the forward-looking statements contained in this press release. These risks and uncertainties may include, but are not limited to general political, economic and business conditions which may impact the demand for commercial vehicles or passenger vehicles in China and the other significant markets where the Company's products are sold, uncertainty regarding such political, economic and business conditions, trends in consumer debt levels and bad debt write-offs, general uncertainty related to possible recessions, natural disasters, the political stability of China and the impact of any of those events on demand for commercial or passenger vehicles, changes in consumer confidence, new product development and introduction, competitive products and pricing, seasonality, availability of alternative sources of supply in the case of the loss of any significant supplier or any supplier's inability to fulfill the Company's orders, cost of labor and raw materials, the loss of or curtailed sales to significant customers, the Company's dependence on key employees and officers, the ability to secure and protect trademarks, patents and other intellectual property rights, potential effects of competition in the Company's business, the dependency of the Company upon the normal operation of its sole manufacturing facility, potential effect of the economic and currency instability in China and countries to which the Company sold its products, the ability of the Company to successfully manage its expenses on a continuing basis, the continued availability to the Company of financing and credit on favorable terms, business disruptions, disease, general risks associated with doing business in China or other countries including, without limitation, foreign trade policies, import duties, tariffs, quotas, political and economic stability, and the other factors discussed in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. For additional information regarding known material factors that could cause the Company's results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov.

 

Contact Information

 

Raymond Lin
+86.139.6777.6556
+86.577.6581.7721
[email protected]

 

Phyllis Huang
+86.151.6770.5972
+86.577.6581.7721
[email protected]

 

Investor Relations
[email protected]

 

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