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): April 28, 2015
Andatee China Marine Fuel Services Corporation
(Exact name of registrant as specified in
its charter)
______________
| Delaware |
001-34608 |
80-0445030 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
Unit C, No.68 of West Binhai Road, Xigang
District, Dalian, P.R. of China
(Address of Principal Executive Office)
(Zip Code)
011 (86411) 8240 8939
(Registrant’s
telephone number, including area code)
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:
| ¨ | 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)) |
Andatee China Marine
Fuel Services Corporation, a Delaware corporation (the “Company”) provides the following updates relating to various
operational, regulatory and compliance matters:
Nasdaq Hearing Cancelled
Following the Company’s Payment of All Outstanding Nasdaq Invoices
As previously disclosed
in the Company’s public filings filed with the SEC, on April 21, 2015, the Company received a continued listing deficiency
notification from the Nasdaq Stock Market (“Nasdaq”) relating to the Company’s non-payment of certain Nasdaq
listing fees. Following the receipt of the foregoing notification, the Company (i) requested a hearing before Nasdaq Listing Qualifications
Panel (which request was granted with May 28, 2015 as the hearing date set by the Nasdaq Listing Qualifications Hearings (the “Nasdaq
Hearings”)), and (ii) remitted all outstanding Nasdaq fees. Following the Company’s payment of the outstanding Nasdaq
fees, on May 6, 2015 the Nasdaq Hearings cancelled (mooted) the previously scheduled hearing to address the non-payment issue.
The Company remains
out of compliance with Nasdaq continued listing requirements as a result of its failure to file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2014.
Operational Updates
On April 28, 2015,
the executive management of the Company informed the Board of Directors of the Company (the “Board”) that commencing
in January 2015 the Company was forced to substantially curtail and eventually to cease its oil blending/reselling business operations.
The cessation of the oil blending/reselling operations resulted from adverse market conditions in the petroleum products markets
in China that caused the Company to operate at negative margins, thus rendering this line of business unprofitable in the short
term. It is currently unclear when and whether market conditions will stabilize and when and whether the Company will reinitiate
its oil blending/reselling business operations. The Company has commenced efforts to diversify into new lines of business to offset
the loss of oil blending/reselling revenue. There is no assurance that such efforts will be successful; or that the Company will
remain economically viable in the future.
The shift in the profitability
of the Company’s oil blending/reselling business operations was exacerbated by a significant change in the commercial credit
environment in China during the same period. Generally, commercial loan arrangements in China have a one year term, which, in turn,
requires frequent renegotiations of credit with lenders. Following a substantial tightening of credit availability in China, the
Company’s experienced difficulty in renegotiating its commercial loan facilities, which matured in March 2015, leaving the
Company without the necessary liquidity to operate its business. The Company also has been seeking additional/alternative sources
of financing. The Company can provide no assurance that it will be successful in its efforts to obtain debt facilities adequate
to fund the Company’s operations; or that, if and to the extent any new debt facilities become available to the Company that
they will be on the terms favorable to the Company. It is the Company’s expectation that its first fiscal quarter of 2015
revenues will be materially adversely affected by the foregoing business and operational developments.
Letter of Intent with
Three Pillars PetroChem
On April 29, 2015,
the Company has entered into a non-binding letter of intent with Three Pillars PetroChem (“TPP”), pursuant to which,
TPP, acting on behalf of the Company, will identify business development opportunities in energy and related fields and products
as well as related funding to facilitate the procurement of such opportunities consistent with the Company’s existing sales
and distribution channels. The parties expect to work on documentation to finalize specific terms of this engagement.
The 2014 Annual Report
on Form 10-K Filing Timeline
In its April 6, 2015
Current Report on Form 8-K, the Company disclosed, among other things, its expected timeline for the completion of the 2014 audit
and filing of the 2014 Annual Report of no later than April 30, 2015. The Company and its independent auditors have reassessed
the previously announced timeline and, while they are working diligently to finish the 2014 audit and file the Annual Report as
soon as possible, they determined that at this time the timing of the completion of the audit and 10-K filing cannot be stated
with certainty.
Certain statements
in this report that are not based on historical fact are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation
Reform Act of 1995), include, among others, the Company’s expectations relating to the completion of the 2014 audit and filing
of the 2014 Annual Report. While management has based any forward-looking statements contained herein on its current expectations,
the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the
Company’s control, that could cause actual results to materially differ from such statements. Accordingly, investors should
not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to,
and undertake no obligation to, update or revise any forward-looking statement.
On May 12, 2015, the
Company issued a press release relating to the above described events, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | Press release dated May 12, 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.
| |
Andatee China Marine Fuel Services Corporation |
| |
|
|
| |
By: |
/s/ Wang Hao |
| |
|
Wang Hao, Chief Executive Officer |
| |
|
Date: May 12, 2015.
Exhibit 99.1
Andatee Provides Certain Operational
and Regulatory/Compliance Updates
The Nasdaq Listing Hearing for Non-payment
of Fees Mooted; Provides Operational and
Filing Timeline Updates; Executes a Letter of Intent with Three Pillars PetroChem
May 12, 2015, Dalian,
Liaoning Province, China - Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF) (the “Company”), today announced
that the previously scheduled Nasdaq listing hearing was cancelled (mooted) following the Company’s payment of the outstanding
Nasdaq fees. As previously disclosed in the Company’s public filings, on April 21, 2015, the Company received a continued
listing deficiency notification from the Nasdaq Stock Market (“Nasdaq”) relating to the Company’s non-payment
of certain Nasdaq listing fees. Following the receipt of the foregoing notification, the Company (i) requested a hearing before
Nasdaq Listing Qualifications Panel (which request was granted with May 28, 2015 as the hearing date set by the Nasdaq Listing
Qualifications Hearings (the “Nasdaq Hearings”)), and (ii) remitted all outstanding Nasdaq fees. On May 6, 2015, following
the Company’s payment of the outstanding Nasdaq fees, the Company received a letter from Nasdaq Office of General Counsel
indicating the Nasdaq Hearing has been cancelled (mooted) and that the Company’s stock will continue to be listed and trade
on The Nasdaq Stock Market. The Company remains out of compliance with Nasdaq continued listing requirements as a result of its
failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
Operational Updates
and PetroChem Letter of Intent
On April 28, 2015,
the executive management of the Company informed the Board of Directors of the Company (the “Board”) that commencing
in January 2015 the Company was forced to substantially curtail and eventually to cease its oil blending/reselling business operations.
The cessation of the oil blending/reselling operations resulted from adverse market conditions in the petroleum products markets
in China that caused the Company to operate at negative margins, thus rendering this line of business unprofitable in the short
term. It is currently unclear when and whether market conditions will stabilize and when and whether the Company will reinitiate
its oil blending/reselling business operations. The Company has commenced efforts to diversify into new lines of business to offset
the loss of oil blending/reselling revenue. There is no assurance that such efforts will be successful; or that the Company will
remain economically viable in the future. The shift in the profitability of the Company’s oil blending/reselling business
operations was exacerbated by a significant change in the commercial credit environment in China during the same period. Generally,
commercial loan arrangements in China have a one year term, which, in turn, requires frequent renegotiations of credit with lenders.
Following a substantial tightening of credit in China, the Company’s experienced difficulty in renegotiating its commercial
loan facilities, which matured in March of 2015, leaving the Company without the adequate liquidity to operate its business. The
Company also has been seeking alternative sources of financing. The Company can provide no assurance that it will be successful
in its efforts to obtain debt facilities adequate to fund the Company’s operations; or that, if and to the extent any new
debt facilities become available to the Company that they will be on the terms favorable to the Company. It is the Company’s
expectation that its first fiscal quarter of 2015 revenues will be materially adversely affected by the foregoing business and
operational developments.
On April 29, 2015,
the Company entered into a non-binding letter of intent with Three Pillars PetroChem (“TPP”). TPP, on behalf of the
Company, will identify and negotiate business development opportunities investments in energy assets globally. TPP will identify
suppliers for energy products and the related trade funding solutions to facilitate the procurement of such energy products that
feed into the Company’s existing sales and distribution channels. Mr. Wang Hao, Chairman and Chief Executive Officer of the
Company, stated: “We are looking forward to working with TPP. We understand that TPP brings industry expertise and relationships
to complement the Company’s current plan to expand by means of sourcing products upstream in the value chain. The Company
believes that partnering with TPP will advance the Company’s plan to fully leverage its sales network.”
Completion of the
2014 Audit and Annual Report on Form 10-K Filing Updates
Finally, the Company
provides an update to the previously disclosed expected timeline for the completion of the 2014 audit and filing of the 2014 Annual
Report. The Company and its independent auditors have reassessed the previously announced timeline and, while they are working
diligently to finish the 2014 audit and file the Annual Report as soon as possible, they determined that at this time the timing
of the completion of the audit and 10-K filing cannot be stated with certainty.
About Andatee China Marine Fuel Services
Corporation
Andatee China Marine
Fuel Services Corporation, through its subsidiaries, engages in the production, storage, distribution, and trading of blended marine
fuel oil for cargo and fishing vessels in the People’s Republic of China. The Company is based in Dalian, PRC.
Safe Harbor Relating to the Forward
Looking Statements
Statements contained in this press release
not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule under the
Private Securities Litigation Reform Act of 1995. All forward-looking statements included herein are based upon information available
to the Company as of the date hereof and, except as is expressly required by the federal securities laws, the Company undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances
or future events or for any other reason. To the extent that any statements made here are not historical, these statements are
essentially forward-looking. The Company uses words and phrases such as "guidance," "forecasted," "projects,"
"is expected," "remain confident," "will" and/or similar expressions to identify forward-looking
statements in this press release. Undue reliance should not be placed on forward-looking information. The Company may also make
written or oral forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission and other
written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject
to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from
those expressed or implied by these forward-looking statements. Such risk factors include, without limitation, the Company’s
ability to prepare and submit a plan of compliance with Nasdaq listing deficiency(ies) to Nasdaq’s staff’s satisfaction,
which, in turn, would result in the Company’s being granted certain additional time to execute upon such plan; the Company’s
ability to complete the 2014 audit and file the 2014 Annual Report on Form 10-K within the prescribed timeframe; the Company’s
ability to execute upon its current business plan; the Company’s ability to complete TPP’s engagement on terms mutually
agreeable to both parties to pursue and successfully complete any opportunities that may present itself through it its engagement
of TPP; its ability to maintain listing of its securities on Nasdaq; the Company’s ability to properly execute our business
model; risks relating to overall economic and oil price stability; the Company’s ability to address price and demand volatility,
to counter weather and seasonal fluctuations, to attract and retain management and operational personnel, potential volatility
in future earnings, fluctuations in the Company's operating results, to expand geographically into new markets and successfully
integrate future acquisitions, to integrate and capitalize on the recent acquisitions, to comply with PRC governmental decisions
and regulations, and other existing and future competition risks that the Company is/will be facing. Additional risks that could
affect our future operating results are more fully described in our U.S. Securities and Exchange Commission filings, including
our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC and other subsequent filings. These filings
are available at http://www.sec.gov. The Company may, from time to time, make additional written and oral forward-looking statements,
including statements contained in our filings with the SEC and our reports to shareholders. We do not undertake to update any forward-looking
statements that may be made from time to time by or on our behalf.
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