Report of Foreign Issuer (6-k)
August 10 2015 - 12:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2015
Commission File Number: 001-14812
GLOBAL-TECH
ADVANCED
INNOVATIONS INC.
(Translation of Registrants Name into English)
12/F., Kin
Teck Industrial Building, 26 Wong Chuk Hang Road, Aberdeen, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .
On Monday, August 10, 2015, Global-Tech Advanced Innovations Inc. issued a press release regarding the formation
of an independent special committee to consider the going private offer received on August 1, 2015. A copy of the press release is attached hereto as Exhibit 1.
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, thereunto duly authorized.
Dated: August 10, 2015
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GLOBAL-TECH ADVANCED INNOVATIONS INC. |
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By: |
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/s/ Brian
Yuen |
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Brian Yuen
Assistant Secretary |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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1 |
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Press release dated August 10, 2015 |
Exhibit 1
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Release: |
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IMMEDIATE RELEASE |
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Contact: |
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Cecilia Au-Yeung |
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Global-Tech Advanced Innovations Inc. |
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Telephone: Hong Kong (852) 2814-0601 |
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investorrelations@global-webpage.com |
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Web Page: |
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http://global-webpage.newshq.businesswire.com |
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GLOBAL-TECH ADVANCED INNOVATIONS
ANNOUNCES FORMATION OF INDEPENDENT SPECIAL COMMITTEE TO CONSIDER GOING PRIVATE OFFER |
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Hong Kong, August 10, 2015 Global-Tech Advanced
Innovations Inc. (NASDAQ: GAI) (the Company) today announced that its Board of Directors (the Board) has formed a special committee (the Special Committee) to consider potential transactions involving the Company,
including the previously announced unsolicited preliminary non-binding proposal, which the Board received from Companys President and Chief Executive Officer, Mr. John C.K. Sham, and certain of his controlled or affiliated entities
(collectively, the Acquirer), on August 1, 2015. In that proposal, the Acquirer stated that it intends to acquire all of the outstanding common shares of the Company not currently beneficially owned or controlled by the Acquirer in
a going private offer (the Proposed Offer). The Special
Committee consists of two independent, disinterested directors of the Company, Mr. Barry J. Buttifant and Mr. Patrick Po-On Hui, with Mr. Buttifant acting as the chairman of the Special Committee. The Special Committee intends to
retain independent legal and financial advisors to assist it in its work. The Company
cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Companys response to the Proposed Offer. There can be no assurance that any
definitive offer will be made, that any definitive agreement will be executed relating to the Proposed Offer or that the Proposed Offer or any other transaction will be approved or consummated. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction, except as required under applicable law.
Global-Tech Advanced Innovations Inc. is a holding company, owning subsidiaries that manufacture and market electronic components and other related products,
such as complementary metal oxide semiconductor (CMOS) camera modules (CCMs). The primary focus of its subsidiaries is to develop and market high-quality products for the communications industry in China and export such products to markets in other
countries throughout the world. Except for historical information, certain
statements contained herein are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as expects,
anticipates, intends, plans, believes, seeks, should, estimates, or variations of such words and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements are subject to risks and uncertainties, including but not limited to, the impact of competitive products and pricing, demand for new and existing products in our core business, the financial condition of
the Companys customers, product demand and market acceptance especially of |
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our new products, the success of new product development especially in the area of cellular phone components and solutions, compact camera modules and other pending projects, reliance on material customers, suppliers
and key strategic alliances, the terms and conditions of customer contracts and purchase orders, availability and cost of raw materials, the timely and proper execution of certain business plans, including the plan to diversify and transform a
portion of manufacturing capacity to higher-value, technology-oriented products, currency fluctuations, including the revaluation of the Chinese Renminbi, the imposition by Chinas trading partners of economic sanctions and/or protective
tariffs on Chinese manufactured goods, uncertainties associated with investments, the regulatory environment, fluctuations in operating results, the impact of changing global, political and economic conditions and other risks detailed from time to
time in the Companys filings with the U.S. Securities and Exchange Commission including its most recent Report on Form 20-F. The Company does not undertake to update its forward-looking information, or any other information contained or
referenced in this press release to reflect future events or circumstances. |
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