SUTR (MM)

 

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): June 26, 2015

 

 

SUTOR TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

 

Nevada	001-33959	87-0578370
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

 

 

No. 8, Huaye Road

Dongbang Industrial Park

Changshu, China 215534

 (Address of Principal Executive Offices)

 

(86) 512-52680988

Registrant’s Telephone Number, Including Area Code:

 

 

(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.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))

 

Item 3.03. Material Modifications to Rights of Security Holders.

 

The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein by reference.

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Sutor Technology Group Limited (the “Company”) has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one-for-five (1-for-5) reverse stock split (the “Reverse Split”) of the authorized and issued and outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). Pursuant to the Certificate of Change, the Reverse Split became effective at 5:00 a.m. Pacific Daylight Time on June 26, 2015 (the “Effective Time”).

 

The Reverse Split was duly approved by the Board of Directors of the Company without shareholder approval, in accordance with the authority conferred by Section 78.207 of the Nevada Revised Statutes. At the Effective Time, the Company’s Articles of Incorporation was also amended and the authorized number of shares of the Company’s Common Stock was accordingly decreased from five hundred million (500,000,000) shares to one hundred million (100,000,000) shares.

 

Pursuant to the Certificate of Change, holders of the Company’s Common Stock will be deemed to hold one (1) post-split share of the Company’s Common Stock for every five (5) shares of the Company’s issued and outstanding Common Stock held immediately prior to the Effective Time. No fractional shares of the Company’s Common Stock will be issued in connection with the Reverse Split. Stockholders who are entitled to a fractional post-split share will receive in lieu thereof one (1) whole post-split share. Following the Reverse Split, each stockholder’s percentage ownership and proportional voting power in the Company will remain unchanged, with the exception of minor changes and adjustments resultling from rounding up of fractional shares.

 

 

Item 8.01. Other Events.

 

At the market opening on June 26, 2015, the Company’s Common Stock began trading on the NASDAQ Stock Market on a split-adjusted basis under a new CUSIP number 869362202. In addition, the Company’s Common Stock is trading under a new symbol “TOR.”

 

On June 26, 2015, the Company issued a press release announcing the Reverse Split and the change of trading symbol. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit		Description
3.1		Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015
99.1		Press release, dated June 26, 2015

 

  

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.

 

Sutor Technology Group Limited
Date: June 26, 2015
/s/ Lifang Chen
Chief Executive Officer

 

  

EXHIBIT INDEX

 

Exhibit		Description
3.1		Certificate of Change Pursuant to NRS 78.209 filed by the Company on June 11, 2015
99.1		Press release, dated June 26, 2015

 

 

 

 

Exhibit 3.1

 

 

 

 

 

Exhibit 99.1

 

 

 

Sutor Announces One-For-Five Reverse Stock Split

and Change of Trading Symbol

 

 

CHANGSHU, China, June 26, 2015 -- Sutor Technology Group Limited (the "Company" or "Sutor") (Nasdaq: SUTR), one of the leading China-based manufacturers and service providers for fine finished steel products used by a variety of downstream applications, today announced that it has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Nevada Secretary of State to effect a one-for-five (1-for-5) reverse stock split of the authorized and issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). The reverse stock split will be effective at the market opening on June 26, 2015, at which time the Company’s Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis. At the same time, the Company’s Common Stock will trade under the new symbol “TOR” and under a new CUSIP number 869362202.

 

The Company is implementing the reverse stock split to regain compliance with NASDAQ continued listing standards. Following the reverse stock split the Company will have approximately 8.5 million shares of Common Stock issued and outstanding, and each stockholder’s percentage ownership and proportional voting power in the Company will remain unchanged. In addition, the number of total authorized shares of Common Stock will be reduced to 100 million shares. The Company values maintaining a presence in the American capital markets. Based on the long-term interests of shareholders and in conjunction with Company’s business transformation and upgrading and its goal of enhanced brand recognition, the Company is implementing the reverse stock split and changing trading symbol.

 

For further information regarding the reverse stock split and trading symbol change, please refer to the Company’s Form 8-K to be filed with the Securities and Exchange Commission and available on the SEC website at http://www.sec.gov following effectiveness of the reverse stock split.

 

About Sutor Technology Group Ltd

 

Sutor is one of the leading China-based manufacturers and service providers for high-end fine finished steel products and welded steel pipes used by a variety of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled steel, cold-rolled steel and welded steel pipe products. The Company also provides fee-based steel processing services to customers, including industrial peers. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.

 

 

Forward-Looking Statements

 

This press release includes certain statements that are not descriptions of historical facts, but are “forward-looking statements” in nature within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended June 30, 2014, and other risks mentioned in our other reports filed with the Securities Exchange Commission (“SEC”). 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. The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

 

For more information, please contact:

Investor Relations

Sutor Technology Group Limited

Tel: +86-512-5268-0988

Email: investor_relations@sutorcn.com