American Metal & Technology, Inc. - Current report filing (8-K)
23 Settembre 2008 - 11:16PM
Edgar (US Regulatory)
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) September 22, 2008
AMERICAN METAL & TECHNOLOGY,
INC.
(Exact
name or registrant as specified in its charter)
Delaware
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33-19048-NY
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22-2856171
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(State
of incorporation or organization)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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633 W. 5
th
Street, 28
th
Floor
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Los Angeles, CA
90071
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(Address
of Principal Executive Offices, Including Zip Code)
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(213)
223-2321
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(Registrant's
Telephone Number, Including Area Code)
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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 (See General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
8.01. OTHER EVENTS.
On September 22, 2008, the Company
entered in an Equity Purchase Agreement (“the Agreement”) with Wen Ge Ren (the
“Seller”), a shareholder owning a 5% stock interest in Beijing Tong Yuan Heng
Feng Technology Co., Ltd (“BJTY”), which is 95% owned through the Company’s
wholly owned subsidiary American Metal Technology Group. A translated
copy of the Agreement is annexed hereto as Exhibit A. Pursuant to the Agreement,
the Company shall pay to the Seller
US $390,299. The Seller
has agreed to accept from the Company the equivalent of US $92,566.46 or RMB
629,451.91 and balance of US $297,732.57 pursuant to the issuance of such number
of shares of restricted Common Stock based upon the amount equal to 75% of the
average of the closing bid price of the Company’s Common Stock for the five-day
trading period commencing on September 18, 2008. The Company shall
deliver to the Seller the cash consideration and duly executed share
certificates representing the underlying shares registered in the name of the
Seller within 60 days from the date of signature.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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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AMERICAN
METAL & TECHNOLOGY, INC.
(Registrant)
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Dated:
September 22, 2008
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By:
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/s/
Chen Gao
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Chen
Gao
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Title:
President and CEO
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