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):
March 1, 2010 (February 24,
2010)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of Registrant as specified in charter)
Delaware
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333-141568
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20-8468508
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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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1515
Broadway, 11th Floor
New
York, NY 10036
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(Address
of principal executive offices)
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Registrant's
telephone number, including area code: +86
(10)
82525361
(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:
o
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Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
On
February 24, 2010, China Advanced Construction Materials Group, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Roth Capital Partners, LLC (the “Underwriter”), related to a public
offering of 2,000,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), at a price of $4.60 per share, less a 6%
underwriting commission. Under the terms of the Underwriting Agreement, the
Company has granted the Underwriter an option, exercisable for 30 days, to
purchase up to an additional 300,000 shares of Common Stock to cover
over-allotments, if any. The offering is being made pursuant to the Company’s
effective registration statement on Form S-3, as amended and supplemented
(Registration Statement No. 333-164048), filed with the Securities and Exchange
Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report and the description of the material terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit.
Item 8.01.
Other Events.
On March
1, 2010, the Company closed an offering of 2,000,000 shares of its Common Stock,
at a price of $4.60 per share, less a 6% underwriting commission, pursuant to
the terms of the Underwriting Agreement as disclosed in Item 1.01
above. The Company received net proceeds of approximately $8.4
million from the offering, after deducting underwriting discounts and estimated
offering expenses.
A copy of
the opinion of Pillsbury Winthrop Shaw Pittman LLP with respect to the legality
of the issuance and sale of the shares of Common Stock issued in the offering is
filed herewith as Exhibit 5.1 to this Current Report.
On March
1, 2010, the Company issued a press release announcing that it had closed the
public offering described in Item 1.01 of this Current Report. The
Company’s press release is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
1.1
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Underwriting
Agreement dated December 17, 2009
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5.1
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Opinion
of Pillsbury Winthrop Shaw Pittman
LLP
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99.1
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Press
Release dated March 1, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
China
Advanced Construction Materials Group, Inc.
Date:
March 1, 2010
Name:
Jeremy Goodwin
Title:
President