Current Report Filing (8-k)
28 4월 2017 - 9:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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, 2017
SYNUTRA INTERNATIONAL,
INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-33397
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13-4306188
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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2275 Research Blvd., Suite 500, Rockville, MD
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20850
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(301) 840-3888
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Not Applicable
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(Former Name or Former
Address, if Changed Since Last Report)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.07.
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Submission
of Matters to a Vote of Security Holders
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Special Meeting of Stockholders
A special meeting (“Special Meeting”) of the stockholders
of Synutra International, Inc., a Delaware corporation (the “Company”), was held on April 28, 2017. The Company’s
stockholders considered the following proposals at the Special Meeting:
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·
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Proposal I
: a proposal to adopt an agreement and plan of merger,
dated as of November 17, 2016, as it may be amended from time to time (the “merger agreement”), by and among the Company,
Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”),
and Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary
of Parent; and
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·
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Proposal II
: proposal to adjourn or postpone the Special Meeting
in order to take such actions as the Company’s board of directors determines are necessary or appropriate, including to solicit
additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger
agreement.
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Voting Results
The results of votes with respect to the proposals considered at
the Special Meeting are as follows.
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·
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Proposal I
was approved with 48,349,139 “FOR” votes,
1,570,995 “AGAINST” votes and 1,096,090 “ABSTAIN” votes; and
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·
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Proposal
II
was approved with 47,832,604 “FOR” votes, 2,094,038 “AGAINST”
votes and 1,089,582 “ABSTAIN” votes.
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On April 28, 2017, the Company issued a press release announcing
the results of the Special Meeting. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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The list of exhibits in the Exhibit Index to this Current Report
is incorporated herein by reference.
SIGNATURE
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.
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SYNUTRA INTERNATIONAL, INC. (Registrant)
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Date:
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April 28, 2017
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By:
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/s/ Ning Cai
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Name:
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Ning Cai
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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Description
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99.1
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Press Release dated April 28, 2017
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