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| RPC > SEC Filings for RPC > Form 8-K on 1-Oct-2009 | All Recent SEC Filings |
1-Oct-2009
Other Events, Financial Statements and Exhibits
During the second quarter of 2009, our management became aware of internal management disputes in China that resulted in a deterioration of both operational and financial controls by JPI's management over the operating entity JJB. We are in the process of re?classifying our China pharmaceutical manufacturing and distribution business operations JJB, which is conducted through JPI) as a business investment, rather than a consolidated operating subsidiary of our Company, based on the nature of the current relationship. On September 29, 2009, upon the Board's approval, we entered into a binding agreement (the "Agreement") among and with Mr. Henry Jia, Mr. Frank Zheng, Mr. Yuan Da Xia (the "China Shareholders"), which detailed the rights and duties of the parties and outlined the Company's limited role in JPI's future operations and JPI's plan to raise money and become a public company on a Chinese Exchange. Pursuant to the Agreement, we are obligated to complete various agreements with the China Shareholders relating to the plan for the deconsolidation, including agreements that will reduce our interest in JPI/JJB to a minority ownership interest. The Agreement contemplates the following:
· Debt Conversion Agreement with the China Shareholders to convert certain accrued salaries and expenses currently owed to the China Shareholders into shares of JPI at a pre-conversion valuation of US$28 million for JPI;
· Share Exchange Agreement for the exchange of certain shares of our stock currently held by the China Shareholders or their affiliates for stock of JPI at a pre-conversion valuation of US$28 million for JPI, subject to an independent valuation;
· Debt Conversion Agreement between us and JPI in order to restructure certain debts of JPI/JJB that are owed to us; and
· JPI will agree to use its best efforts to complete an IPO on the Shenzhen Stock Exchange, Hong Kong Stock Exchange, Shanghai Stock Exchange or a similar exchange by September 30, 2012.
Despite the loss of control and deconsolidation of JPI, we still believe JPI has a promising future. Yet, the deconsolidation process of JPI and JJB is anticipated to materially and adversely affect our 2009 earnigns and sales. We may record a loss excluding one-time charges from the deconsolidation of JPI and JJB of a yet to be determined amount. In addition, there can be no assurance that we will ever realize any significant value from our interest in JPI and JJB.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
10.52 Deconsolidation Agreement, dated as of September 29, 2009.
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