8-K

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): July 18, 2008 (July 14, 2008)

SYNUTRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33397	13-4306188
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2275 Research Blvd., Suite 500, Rockville, MD	20850
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (301) 840-3888

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))

Item 1.01.Entry into a Material Definitive Agreement.

On July 14, 2008, Sheng Yuan Nutritional Food Co., Ltd. (“Sheng Yuan”), a Chinese operating subsidiary of Synutra International, Inc. (the “Company”), entered into an asset purchase agreement (the “Agreement”) with Beijing Huilian Food Co., Ltd. (“Huilian”), a baby food producer in China, to purchase various assets from Huilian, including, but not limited to, Huilian’s plant in Beijing (together with the buildings and equipment at the plant), the “Hui Li Duo” series registered trademarks for Huilian’s products, Huilian’s baby food formulas, and Huilian’s production procedures. Pursuant to the Agreement, within 45 business days after the first installment of the purchase price is paid, both parties have to use their best efforts to submit to the relevant government authorities applications to effect the transfer of the land, buildings and trademarks.

The purchase price for the assets is RMB45 million (approximately US$6.6 million) and will be paid in three installments, as follows: (i) first installment of RMB4.5 million, or 10%, is payable by July 21, 2008; (ii) second installment of RMB31.5 million, or 70%, is payable upon the parties obtaining receipts from the relevant government authorities with respect to the transfer applications required under the Agreement; and (iii) third installment of RMB9.0 million, or 20%, is payable within five business days after the transfer of the assets is completed and the government approvals for the transfer have been obtained. The completion of the sale and purchase of the assets is expected to occur by October 2008.

The Agreement contains customary representations and warranties. The representations and warranties were made only as of the date of the Agreement and have been made solely for the benefit of the parties to the Agreement and should not be relied on by any other person except as specified in the Agreement.The Agreement provides for rescission by either party in the event of the breach of certain representations, warranties and covenants by the other party, and for the party in breach to indemnify the other party in connection with any losses resulting from such breaches.

The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the copy of Agreement, filed with this current report on Form 8-K as Exhibit 2.1, and incorporated herein by reference.

Item 8.01Other Events.

On July 18, 2008, the Company issued a press release announcing that it has postponed its proposed underwritten follow-on public offering.

A copy of the press release issued by the Company on July 18, 2008 is attached to this current report on Form 8-K as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

2.1	Asset Purchase Agreement, dated July 14, 2008, between Sheng Yuan Nutritional Food Co., Ltd. and Beijing Huilian Food Co., Ltd.
99.1	Text of press release issued by Synutra International, Inc. dated July 18, 2008

Cautionary Information Regarding Forward-looking Statements

This Form 8-K includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “intend,” “estimate,” “may,” “should,” “will,” or “expects,” or the negative or variations thereof. Such forward-looking statements include, among other things, the expected completion date of the sale and purchase of the assets. Although Synutra International, Inc. believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the risks that the required government approvals for the transfer may not be obtained in a timely manner, the closing may be delayed, and other risks that are enumerated in Synutra International’s Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYNUTRA INTERNATIONAL, INC.
By:	/s/ Weiguo Zhang
Name:	Weiguo Zhang
Title:	President and Chief Operating Officer

Date:July 18, 2008

EXHIBIT INDEX

Exhibit Number	Description
2.1	Asset Purchase Agreement, dated July 14, 2008, between Sheng Yuan Nutritional Food Co., Ltd. and Beijing Huilian Food Co., Ltd.
99.1	Text of press release issued by Synutra International, Inc. dated July 18, 2008

EX-2.1

EXHIBIT 2.1

Assets Purchase Agreement

Sheng Yuan Nutritional Food Co., Ltd.

Beijing Huilian Food Co., Ltd.

July 14, 2008

Tongzhou District, Beijing

1

Assets Purchase Agreement

Assets Purchaser:Sheng Yuan Nutritional Food Co., Ltd. (“Party A”)

Business License No.: 370284400001270

Legal Representative: Meng Xiuqing

Registered Address: Jiaonan Coastal Industry Park, Qingdao

Assets Transferor:Beijing Huilian Food Co., Ltd. (“Party B”)

Business License No.: QDJZZ No.012637

Legal Representative: Lei Xinjin

Registered Address: B Area, Tianzhukonggang Industry Park, Shunyi District, Beijing

Party A and Party B hereby enter into this agreement (“Agreement”) concerning Party A’s proposal on purchasing the assets held by Party B by way of assets transfer, through friendly negotiation and on the principle of equality, voluntariness, and bona fide.

2

1. Offer and Acceptance

Party A is willing to offer RMB45,000,000 (Renminbi forty five million yuan) (“Total Price”) to purchase Party B’s assets, specification and evaluation of which are described below; Party B agrees to transfer the following assets (“Transferred Assets”) to Party A according to the conditions provided herein.

1.1 Land and Property (evaluation of about RMB25,000,000)

1.1.1 Party B’s plant area at No.24 Yumin Street, Shunyi District, Beijing, a parcel of 10796 m² industrial land (see Attachment 1: Photocopy of JSGY(ISSUED IN 2000)ZI No.0120 Use Certificate of State-owned Land).

1.1.2 All existing structures and buildings within Party B’s plant area (for the title certificates thereof, see Attachment 2: Photocopy of JFQZSSWZI No.00013 Title Certificate of Property).

1.2 Other tangible assets (evaluation of about RMB10,000,000)

1.2.1 Existing equipment in Party B’s plant (see Attachment 3: Statement of Equipment and Facilities and Pictures thereof), including the entire (A) production line, (B) water purification system and electrical equipment, (C) laboratory apparatus, (D) waste water processing equipment, (E) refrigerator and (F) reception, cafeteria and dormitory facilities.

1.2.2 Party B’s three vehicles (see Attachment 4: Photocopies of Vehicle Statement and Permits.)

1.2.3 Office equipment (see Attachment 5: Statement of Office Equipment).

1.3 Other intangible assets (evaluation of about RMB10,000,000).

3

1.3.1 All registered trademarks of “Hui Li Duo” Series (see Attachment 6: Photocopies of Statement of Registered Trademarks, Existing Registration Certificates of Trademarks and Certificates of Approval of Registered Trademarks Transfer).

1.3.2 Baby food formulas held by Party B (See Attachment 7: Statement of Baby Food Formulas).

1.3.3 Documents on production flow and procedures (see Attachment 8: Statement of Production Quality Management and Procedure Documents).

1.3.4 Documents of quality standard and quality management (see Attachment 9: Statement of Quality and Technique Standards).

1.3.5 Party B’s existing construction approval documents and design drawings (see Attachment 10: Statement of Building Documents).

2 Transaction Conditions and Transaction Payment Schedule

2.1Party A shall pay RMB4,500,000 (Renminbi four million five hundred thousand Yuan), accounting for 10% of the Total Price (“First Installment of Transaction Amount”), to the account designated by Party B within five (5) business days upon execution hereof. Party A shall fax a payment notice to Party B upon payment of the First Installment of Transaction Amount. Upon Party B’s receipt of the First Installment of Transaction Amount, this Agreement shall become effective and Party B shall issue a receipt notice thereof to Party A.

2.2Within forty five (45) business days after this Agreement becomes effective, the parties shall complete the following work separately or jointly:

2.2.1 Party A shall establish a company (“New Company”) to accept all Transferred Assets purchased according to this Agreement. Party A shall issue an entrustment letter to the New Company concerning acceptance of the Transferred Assets and bear joint liability for the New Company’s accepting the Transferred Assets.

4

2.2.2 Party A shall have already gone through inner decision making procedures (including having formed legal and effective resolution of board of directors) to purchase the Transferred Assets and entrust the New Company to accept all Transferred Assets purchased according to this Agreement.

2.2.3 Party A shall have established the New Company, obtained the business license and has already gone through inner decision making procedures (including having formed legal and effective resolution of board of directors) to purchase the Transferred Assets.

2.2.4 Party A shall have completed the investigation on and verification of the Use Certificate of State-owned Land referred to in Article 1.1.1, the Title Certificate of Property in Article 1.1.2, and the Registration Certificates of Trademarks and the Certificates of Approval of Registered Trademarks Transfer in Article 1.3.1.

2.2.5 Party B shall have gone through inner decision making procedures (including having formed legal and effective resolution of board of directors) to sell all Transferred Assets.

2.2.6 Party B shall have delivered to Party A the Use Certificate of State-owned Land referred to in Article 1.1.1, the Title Certificate of Property in Article 1.1.2, and the Registration Certificates of Trademarks and the Certificates of Approval of Registered Trademarks Transfer in Article 1.3.1. Party A shall issue a receipt to Party B upon receiving such documents.

2.2.7 According to the requirements on change of title of property and title to land, transfer of exclusive use right to trademark stipulated by competent administrative authorities in Beijing, Party B shall provide necessary documents for the transfer procedures.

5

2.2.8 Party B shall enter into a Sale Contract on Second-hand Property in Beijing Municipal with the New Company entrusted by Party A according to the requirement of Party A.

2.2.9 According to the requirements on change of title of property and title to land, transfer of exclusive use right to trademark stipulated by competent administrative authorities in Beijing, Party A and Party B shall verify the application documents for the transfer procedures.

2.2.10 Party B shall pay the stamp duty and value-added tax on transfer of property; Party A shall pay the deed tax and trademark transfer fees. Upon clearance of taxes, both parties shall us their best efforts to start the transfer procedures, submit to the relevant government authorities transfer applications with respect to the land, buildings and trademarks and obtain receipts from such government authorities with respect to such applications, which receipts shall be retained by Party A.

On the day when both parties complete the work as mentioned in Article 2.2.10, Party A shall pay RMB31,500,000 (Renminbi thirty five million five hundred thousand Yuan), amounting to 70% of the Total Price to the account designated by Party B (“Second Installment of Transaction Amount”). Party A shall fax a payment notice to Party B upon payment thereof, and Party B shall issue a receipt notice to Party A upon receipt of the payment.

2.3 On the 8^th business day after Party A pays the Second Installment of Transaction Amount according to Article 2.2 (or the next business day if it falls into a holiday), Party A (including the lawyer, financial consultant, appraiser, equipment consultant and other experts retained by Party A) shall enter the plant to verify the Other Tangible Assets specified in Article 1.2 and the Other Intangible Assets specified in Article 1.3, count the assets according to the above mentioned Statements attached hereto and immediately attach and accept the Assets. The Transferred Assets shall be delivered to Party A on an “as is” basis. Party B warrants that the Assets are materially consistent with the pictures thereof provided upon execution of this Agreement. Party B shall cooperate with Party A in delivering the Assets and completing necessary registrations for the vehicles and equipment. The authorized agents of both parties shall enter into a delivery memorandum which shall mainly include the assets delivered, delivery process and settlement of any outstanding issues. Both parties agree to complete the delivery in the plant within five (5) business days.

6

2.4 Within five (5) business days of the completion of the work as mentioned in Article 2.3 and the satisfaction of the requirements stipulated in Article 2.4.1-2.4.5, Party A shall pay the balance of the Total Price (RMB9,000,000) to Party B (“Last Installment of Transaction Amount”). Party A shall fax a payment notice to Party B upon payment thereof, and Party B shall issue a receipt notice to Party A on the day receiving such amount.

2.4.1 The New Company shall obtain the Title Certificate of Property and Certificate of Use Right to State-owned Land under its name.

2.4.2 The New Company shall obtain Notice of Accepting and Handling Transfer Application as to the transfer of the Registered Certificates of Trademarks and Certificates of Approval of Registered Trademarks Transfer issued by competent trademark registration authorities of the State.

2.4.3 The New Company shall obtain all rights to the vehicles and equipment of which the transfer has been registered.

2.4.4 Party B shall provide Party A with list of its employees, salaries and benefits thereof, and profiles of key employees.

2.4.5 The facilities and equipment transferred function normally and are capable of producing qualified products.

7

3. Warranties and Undertakings

3.1 Both parties warrant the authenticity of all documents provided to each other. The party providing documents with error or falsity shall be liable for all economic losses caused thereby to the other party.

3.2 Party A undertakes that this Agreement is executed upon due inner decision making procedure, and has obtained, is about to obtain or there is no obstacle in obtaining approvals of competent authorities.

3.3 Party A undertakes that it is inner arrangement to establish the New Company to accept all Transferred Assets under this Agreement and Party A shall assume full liability for making an offer and purchasing the Transferred Assets.

3.4 Party B undertakes that transferring the Assets has been decided by due inner decision making procedure, and has obtained, is to obtain or there is no obstacle in obtaining approvals of competent authorities.

3.5 Party B undertakes that there are no encumbrances such as pledge and mortgage, no administrative or judiciary limitations such as attachment, injunction or prohibition on transfer and no third party rights such as lease, permit or permit of use, free use, transfer, donation and right of first refusal on the Transferred Assets.

3.6 Party B warrants that all equipment and facilities function normally and those for production are capable of producing qualified products.

4. Other Rights and Obligations

4.1 Party B shall not be liable for management of the Transferred Assets after such Assets are registered, transferred and delivered.

4.2 Personal belongs of the staff, archives, data, human resources, administration, office facilities of the financial department of Party B are not within the scope of transfer and shall be removed from the plant when the Transferred Assets are officially delivered to Party A.

8

4.3 Party B agrees to provide Party A with invoices (separately issued when the transfer of title of property, land use right, exclusive use right of trademark, vehicles, equipment and machineries are registered; invoices with respect to the the Last Installment of Transaction Amount shall be provided upon the payment thereof).

4.4 Within forty five (45) days upon delivery in accordance with Article 2.4, Party B shall amend its business license by changing its registered address therein from the address of the plant to a different address.

4.5 Upon completion of performance hereof, Party B shall never produce or sell similar baby food, or use “Hui Li Duo” as the trademark of other products within China (including Hong Kong and Macau).

5. Tax

The parties hereto shall separately bear taxes incurred from assets transfer hereunder according to relevant laws and regulations; where there is no statute provision by laws and regulations or no stipulations herein, each party shall bear 50%.

6. Liability for Breach of Contract

6.1 If any Transferred Asset is inconsistent with the status under Party B’s description or the status of such Asset contradicts Party B’s representation and warranties hereunder, Party A may rescind this Agreement. In such case, Party B shall refund Total Price paid by Party A and the interests thereof based on applicable bank loan interest rate to the account designated by Party A; in addition, Party B shall indemnify Party A for all economic losses thereof (including due diligence expenses and attorney’s fees, etc.); Party A may also choose not to rescind this Agreement based on the resolution it has reached with Party B through consultation, and in such case, the relevant provisions hereunder shall be amended.

9

6.2 In case that the Transferred Assets are frozen or the application to transfer the Transferred Assets are denied or challenged by government authorities due to the occurrence of potential lawsuits or disputes arising out of Party B’s act or omission, Party B shall be liable for the settlement and all the expenses thereof. if any of the conditions enumerated in the preceding sentence is not resolved within thirty (30) days after its occurrence, Party A is entitled to rescind this agreement and in such case, Party B shall refund Total Price paid by Party A and the interests thereof based on current bank loan interest rate to the account designated by Party A; in addition, Party B shall indemnify Party A for all the economic losses thereof (including due diligence expenses, etc.) Party A may also choose not to rescind this Agreement based on the resolution it has reached with Party B through consultation, and in such case, the relevant provisions hereunder shall be amended.

6.3 If Party A rescinds this Agreement in accordance with the provisions in Articles 6.1 or 6.2, it will constitute the rescission of the Sale Contract on Second-hand Property in Beijing Municipal and the Supplementary Agreement thereto, the Registered Trademark Transfer Contract and the Supplementary Agreement thereto and other contracts as well as documents with binding effects which have been executed and come into force for the purpose of this Agreement. Part A shall immediately return to Party B the Transferred Assets.

6.4 In the event that Party A fails to reach the internal resolution on the registration of the New Company as stipulated in Article 2.2.1 and 2.2.3 within forty five (45) business days as of the effective date of this Agreement as proved in Article 2.2, Party B has the right to rescind this Agreement; in such case, Party B will not refund the amount paid by Party A; Party A shall also indemnify Party B for all economic losses thereof. Party B may also choose not to rescind this Agreement based on the resolution it has reached with Party B through consultation, and in such case, the relevant provisions hereunder shall be amended.

10

6.5 In case any part of this Agreement may not be performed due to Party A’s act or omission, including Party A’s failure to pay the Second Installment of Transaction Amount specified in Article 2.2 and the Final Installment of Transaction Amount specified in Article2.4 into the account designated by Party B within the term hereof, Party B is entitled to rescind this Agreement and retain the amount paid by Party A; Party A shall indemnify Party B for all economic losses arising out of the transaction hereunder. The Sale Contract on Second-hand Property in Beijing Municipal and the Supplementary Agreement thereto, the Registered Trademark Transfer Contract and the Supplementary Agreement thereto and other contracts as well as all other documents with binding effects which have been executed and come into force in connection this Agreement shall be rescinded. Party A shall immediately return the Transferred Assets to Party B.

6.6 Where Party A fails to follow the provisions set forth in Article 2.1, 2.2 and 2.4 to the extent that the Transaction Amount is overdue and Party B has not rescinded this Agreement, Party A shall pay Party B liquidated damages equal to 3‰ of the transaction installment for each day the Transaction Amount is overdue.

6.7 Where Party B fails to change its registered address with the industrial and commercial authority from the plant as set forth in Article 4.4, Party B shall pay Party A RMB10,000 Yuan for each day after the Party B is obligated to change the address until the change is made.

6.8 If either Party hereto breaches any other obligations hereunder and causes economic losses to the other party, the breaching party shall be liable to the other party for such losses.

7. Confidentiality

Both parties hereto warrant that they are obligated to keep confidential any business information and materials (whether in writing or other forms) of the other party obtained in connection with the execution and performance of this Agreement and they shall not disclose such information and materials in writing, orally or by any other means, to any third party; provided that such information and materials may be provided to the professional consultant of either party and the disclosure of such information and materials as required by law or by competent authorities shall not be subject to this confidentiality provision.

11

8. Miscellaneous

8.1 All attachments hereto shall be integral parts of this Agreement.

8.2 Both parties may negotiate to execute other supplementary agreement hereto through consultation to settle any issues uncovered herein, and such supplementary agreement shall have the same legal effect as this Agreement.

8.3 This agreement is executed six counterparts, with each party holding 3 of them all of which have the equal legal effect.

8.4 Any dispute arising out of the performance of this Agreement shall be submitted to the Beijing Arbitration Commission for arbitration. 

12

Party A: Sheng Yuan Nutritional Food Co., Ltd.

Authorized Representative: /s/ Liang Zhang

Party B: Beijing Huilian Food Co., Ltd.

Authorized Representative: /s/ Kongbiao Li

July 14, 2008

Tongzhou District, Beijing

13

EX-99.1

Press Release
	For further information: Mr. Weiguo Zhang, Synutra, Inc., 301 840 3888, wzhang@synutra.com Mr. Brian Rafferty, Taylor Rafferty, 212 889 4350, synutra@taylor-rafferty.com

Synutra Announces Postponement of Proposed Offering

July 18, 2008, Qingdao, PRC/Rockville, MD, USA -- Synutra International, Inc. (NASDAQ: SYUT, “Synutra”), a leading infant formula company in China, and a producer, marketer and seller of nutritional products for infants, children and adults, announced today that it has postponed its proposed public offering of its common stock indefinitely.

“Due to current stock market conditions, our board has determined it is in the best interest of our stockholders to postpone the offering,'' said Liang Zhang, Chairman and CEO of Synutra International, Inc.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. A copy of the registration statement for this offering may be obtained at http://www.sec.gov . These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

About Synutra International, Inc.

Synutra, through its operating subsidiaries in China, is principally engaged in the development, production, distribution and sales of dairy-based nutritional products across the People’s Republic of China. It offers its products for infants, children, adults, pregnant women and nursing mothers under the “Sheng Yuan” or “Synutra” master brand and several sub-brands, including “Super,” “U-Smart” and “U-Strong.” For more information,please contact Weiguo Zhang of Synutra, Inc. (301 840 3888, wzhang@synutra.com), Brian Rafferty of Taylor Rafferty (212 889 4350, synutra@taylor-rafferty.com) or visit: www.synutra.com.

Press Release
	For further information: Mr. Weiguo Zhang, Synutra, Inc., 301 840 3888, wzhang@synutra.com Mr. Brian Rafferty, Taylor Rafferty, 212 889 4350, synutra@taylor-rafferty.com

The information contained herein includes statements, estimates, projections, guidance or outlook that constitute “forward-looking” statements as defined under U.S. federal securities laws. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “will” and similar expressions, identify forward-looking statements, which generally are not historical in nature. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward looking statements if they comply with the requirements of the Act.

End