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): August 17, 2009 (August 11,
2009)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-141568
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20-8468508
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(State
or other jurisdiction of
incorporation
or
organization)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1515
Broadway, 11th Floor
New York,
NY 10036
(Address
of principal executive offices)
+86 10
82525361
(Registrant's
telephone number, including area code)
Yingu
Plaza, 9 Beisihuanxi Road, Suite 1708
Haidian
District, Beijing 100080
People’s
Republic of China
(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):
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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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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Directors
On August
11, 2009, the the Board of Directors of China Advanced Construction Materials
Group, Inc. (the "Company") increased the size of the Board from four (4)
to seven (7) members and appointed Denis Slavich, Shaojian (Sean) Wang and Larry
Goldman (each a “Director” and collectively, the “Directors”), as a members of
the Board of Directors of the Company. Each Director has executed a
Director Agreement with the Company pursuant to which each will receive,
annually, a fee of $25,000 in cash and 10,000 restricted shares of the Company’s
common stock, which shall vest in four equal quarterly
installments. The Board of Directors has determined that each of the
Directors is “independent” as that term is defined under the Nasdaq listing
standards.
The
foregoing description of the terms of the Director Agreements for Messrs.
Slavich, Wang and Goldman are qualified in their entirety by reference to the
provisions of each Director Agreement, which are included as Exhibits 10.1, 10.2
and 10.3, respectively, to this Form 8-K and incorporated by reference
herein.
Denis
Slavich
Denis
Slavich, age 69, has extensive experience in the areas of engineering,
management and finance, including his service from 1971 to 1991 in
various executive positions at Bechtel Corporation, Inc. including Sr. VP, CFO,
and director, Sr. VP and manager of the International Power Division and project
manager for Bechtel’s operations at the Lawrence Livermore National
Laboratory. From 1995 to 1996, Mr. Slavich served as the CFO for
Morrison Kundsen Corporation, an Idaho-based construction company. From
1998 to 2000 Mr. Slavich was the CFO and director of KMR Power Corporation and
was responsible for the development of an international IPP company that
developed projects in Columbia as well as other areas. From 2000 until 2002, he
served as Vice President and CFO of BigMachines Inc., a software
company. Mr. Slavich also served as acting President for Kellogg
Development Corporation, a division of M.W. Kellogg, during 1997. From 1991 to
1995, Mr. Slavich was also a Vice President of Marketing for Fluor
Daniel. Since 2001, Mr. Slavich has served as the Chairman, and since
2008 as CEO, for Leading Edge Technologies in Dubai, UAE, a company engaged in
the development of water desalinization technologies. He is also
currently an advisor and board member for a number of additional firms,
including Synthesis Energy Systems, Inc. (Nasdaq: SYMX), for which he
serves as the chairman of the audit committee of the board of directors.
Mr. Slavich received his Ph.D. from Massachusetts Institute of Technology, his
M.B.A. from the University of Pittsburgh and his B.S. in Electrical Engineering
from the University of California at Berkeley.
Mr.
Slavich will serve as a member of our Audit Committee, Compensation Committee
and Nominating and Governance Committee.
Shaojian (Sean)
Wang
Shaojian
(Sean) Wang, age 45, has over 20 years of finance experience working with both
U.S. and China-based companies. Since June 2008, Mr. Wang has served
as executive director and CFO of SOHO China, Ltd. (HKG: 0410), a developer of
commercial buildings in central Beijing, and is responsible for financial and
fiscal management of the company’s operations. From April 2006 to
June 2008, Mr. Wang served as CFO for Hurray! Holding Co., Ltd. (Nasdaq: HRAY),
a provider of music and music-related products to mobile users in
China. From May 2004 to March 2006, Mr. Wang served as COO and CFO
for Opta Corporation, a publicly traded, Minnesota-based electronics
company. Mr. Wang holds an MBA from the Carlson School of Management at the
University of Minnesota, a Bachelor of Science degree from the Chinese Exchange
Student Program, Economics from Hamline University in Minnesota and a degree in
National Economic Management from Beijing University in China. Mr. Wang is
fluent in Mandarin Chinese and English. Mr. Wang is fluent in both Mandarin
Chinese and English.
Mr. Wang
will serve as a member of our Compensation Committee and as chairman of our
Nominating and Governance Committee.
Larry
Goldman
Larry
Goldman, age 52, is a Certified Public Accountant, with over 20 years of
auditing, consulting and technical SEC reporting experience. Mr.
Goldman served from May 2006 to October 2007, as Acting CFO, and
currently as a financial consultant, for Thorium Power, Ltd. (OTCBB: THPW), a
nuclear fuels development company. Prior to joining Thorium Power, Ltd., Mr.
Goldman served as the CFO and VP of Finance for WinWin Gaming, Inc. (OTCBB:
WNWN), a multi-media developer and publisher of sports, lottery and other games.
Prior to joining WinWin in October 2004, Mr. Goldman was a partner at Livingston
Wachtell & Co., LLP and had been with that firm for the previous 19
years. Mr. Goldman is also an independent director and audit committee chairman
for Winner Medical Group Inc. (OTCBB: WMDG), a China based manufacturer of
medical disposable products and surgical dressings, Wonder Auto Tech, Inc.
(Nasdaq: WATG), a leading manufacturer of automotive electrics, suspension
products and engine accessories in China, and China Bio Energy Holding Co.,
Ltd., a bio-diesel company in China. Mr. Goldman has extensive experience in
both auditing and consulting with Chinese public companies, working in the Asian
marketplace since 2000, and he frequently travels to China. He
currently provides various CFO consulting and SEC reporting support to a number
of other Chinese companies listed in the United States. Mr. Goldman
holds a Bachelor of Science degree in Accounting from the State University of
New York at Oswego and a Masters of Science degree in Taxation from Pace
University.
Mr.
Goldman will serve as the chairman of our Audit Committee.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Director
Agreement, dated August 15, 2009, between the Company and Denis
Slavich.
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10.2
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Director
Agreement, dated August 15, 2009, between the Company and Shaojian
Wang.
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10.3
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Director
Agreement, dated August 15, 2009, between the Company and Larry
Goldman.
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SIGNATURE
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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CHINA
ADVANCED CONSTRUCTION
MATERIALS
GROUP, INC.
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/s/
Xianfu Han
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Xianfu
Han
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Chief
Executive Officer
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Dated:
August 17, 2009