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KEYP > SEC Filings for KEYP > Form 8-K on 25-Sep-2013All Recent SEC Filings

Show all filings for KEYUAN PETROCHEMICALS, INC.

Form 8-K for KEYUAN PETROCHEMICALS, INC.


25-Sep-2013

Material Modification to Rights of Security Holders, Financial Statem


Item 3.03 Material Modification to Rights of Security Holders

On September 24, 2013, the Company and Dragon State International Limited ("Dragon State") agreed to amend certain terms in Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock, Series C Warrant and Series D Warrant (the "Amendments"), which we issued pursuant to the Securities Purchase Agreement dated September 28, 2010, as disclosed in the Current Report on Form 8-K that we filed on September 30, 2010.

Pursuant to the Amendments, i) the date of Maturity (a.k.a. the date of Mandatory Conversion) of Series B Convertible Preferred Stock shall be extended from September 28, 2013 to September 28, 2014; ii) the term of Series C Warrant shall be extended from three years to four years and expire on September 28, 2014; and iii) the term of Series D Warrant shall be extended from three years to four years and expire on September 28, 2014.

The Company and Dragon State, the sole holder of Series B Convertible Preferred Stock and the majority holder of Series C Warrant and Series D Warrant, entered into a Tolling Agreement, dated September 24, 2013 (the "Tolling Agreement"), pursuant to which the parties mutually agreed to extend the terms of the Amendments. Pursuant to the Tolling Agreement, all periods of limitation, repose and laches which are or may be applicable to any or all claims and remedies at contract, tort and statute, including but not limited to all claims arising out of the Securities Purchase Agreement dated September 28, 2010 and out of Dragon State's purchase of the securities of Keyuan, whether described therein or not (collectively, "Tolled Claims"), that Dragon State has or may have against the Company and its Chairman of the Board and Chief Executive Officer, Mr. Tao, are tolled and suspended as of September 8, 2013 through and including September 28, 2014.

On September 24, 2013, the Company filed the Amendment to Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada.

The Amendment to Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock, Amendment to Series C Warrant and Series D Warrant, and the Tolling Agreement are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.



Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.    Description
99.1          Amendment to Certificate of Designations, Preferences and Rights of the
              Series B Convertible Preferred Stock, dated September 24, 2013
99.2          Amendment to Series C Warrant and Series D Warrant, dated September 24,
              2013
99.3          Tolling Agreement by and between the Company and Dragon State
              International Limited, dated September 24, 2013


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