-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CA2igx5CH3dt6Sp7ImpeS+XaImyMygSEzJG55//N/JN72OrwyUYcfrB0PsMAWKJg /HBHiSfeXzynq+Ysafdvhg== 0001144204-08-054678.txt : 20080926 0001144204-08-054678.hdr.sgml : 20080926 20080926092140 ACCESSION NUMBER: 0001144204-08-054678 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080922 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080926 DATE AS OF CHANGE: 20080926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Agfeed Industries, Inc CENTRAL INDEX KEY: 0001331427 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 202597168 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33674 FILM NUMBER: 081090036 BUSINESS ADDRESS: STREET 1: 1095 QINGLAN AVENUE STREET 2: ECONOMIC AND TECHNOLOGICAL DEVELOPMENT Z CITY: NAN CHANG CITY, JIANGXI PROVIN STATE: F4 ZIP: 330013 BUSINESS PHONE: 662-262-9347 MAIL ADDRESS: STREET 1: 1095 QINGLAN AVENUE STREET 2: ECONOMIC AND TECHNOLOGICAL DEVELOPMENT Z CITY: NAN CHANG CITY, JIANGXI PROVIN STATE: F4 ZIP: 330013 FORMER COMPANY: FORMER CONFORMED NAME: Wallace Mountain Resources Corp. DATE OF NAME CHANGE: 20050627 8-K 1 v127330_8k.htm Unassociated Document
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): September 22, 2008

AgFeed Industries, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada
 
001-33674
 
20-2597168
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

Rm. A1001-1002, Tower 16
Hengmao Int'l Center
333 S. Guangchang Rd.
Nanchang City, Jiangxi Province
                       China, 330003                       
(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code: 86-0791-6669099

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):

¨ 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 7.01. Regulation FD Disclosure.
 
On September 22, 2008, AgFeed Industries, Inc. (the "Company") issued a press release announcing that it had reached agreements to acquire two producing hog farms in South China and raised its 2008 earnings guidance. The press release also commented on the integration of the hog farms it has acquired and market activity involving its outstanding shares. A copy of the press release is attached hereto as Exhibit 99.1. That exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act
 
Item 9.01 Financial Statements and Exhibits.
 
Exhibits.
 
  Exhibit Description
     
  99.1 AgFeed Press Release, dated September 22, 2008
  
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.
 
Dated: September 26, 2008
     
  AGFEED INDUSTRIES, INC.
     
  By:   /s/ Junhong Xiong
 
Junhong Xiong
 
Chief Executive Officer
EX-99.1 2 v127330_ex99-1.htm Unassociated Document
Exhibit 99.1

AgFeed Industries Announces Acquisition of 2 Large Producing Commercial Hog Farms, Raises 2008 Earnings Guidance to $1.10 per Share
 
AgFeed comments on declining commodity prices in China and recent capital market activities
 
NEW YORK, NY—September 22, 2008 -- AgFeed Industries, Inc. (NasdaqGM:FEED - News), the largest commercial hog producer and the largest premix feed company in China, today announced that the Company has reached agreements to acquire 2 large producing commercial hog farms located in South China.
 
AgFeed anticipates these acquisitions to close in October and to be funded with the Company’s available cash on hand. The Company will have a total of 30 producing commercial hog farms upon completion of these acquisitions.
 
Raising 2008 Earnings Guidance
 
AgFeed raises its 2008 earnings guidance of adjusted earnings per share (EPS) to $1.10, due to the projected financial performance for the 3rd and 4th quarter of 2008, which would include the completion of these two additional acquisitions. In addition, AgFeed is in discussions with multiple other hog farms as potential acquisition targets. All of AgFeed’s acquired hog farms are immediately accretive to earnings.
 
Declining Feed Input Costs Benefit AgFeed
 
China’s domestic corn and soy meal production for 2008 are expected to reach record highs due to a great harvest season. Since corn and soybean meal represent the majority of costs in hog production, AgFeed currently benefits from declining feed input costs and expanded profit margins.
 
Songyan Li, Ph.D., AgFeed’s Chairman commented:” We are focused on growing our business. Integration of all of our acquired hog farms has been very well executed. The anticipated synergetic benefits derived from acquired hog farms such as increased operating efficiency; lower feed costs, better disease control measures and centralized cash/accounting management have exceeded our initial targets. We expect continued earnings growth in a favorable market environment.”
 
AgFeed Comments on Recent Market Activities
 
AgFeed believes that the Company, among others in the public markets, has been victimized by rumor-spreading short sellers including naked short sellers in the Company’s stock. AgFeed suspects that for months, several short sellers may have coordinated and used various anonymous ECNs (Electronic Communications Networks) to manipulate the Company’s stock. AgFeed estimates that there are currently more than 3 million Company shares sold short, at an approximate average price of $10 per share. AgFeed may be a victim, like many companies in the financial sector, as outlined in recent SEC actions against short sellers. A short seller can drive the share price down simply by rapidly hitting bids, thus creating fear among investors who may then sell at a loss, because of such selling pressure. A short seller may spread false market rumors and profit by buying shares back from panicked investors at a lower price. Shareholders suffer from these manipulative activities. AgFeed is evaluating all options available to protect the best interest of its shareholders from manipulative activities.
 
 

 
About AgFeed Industries, Inc.
 
NASDAQ Global Market listed AgFeed Industries (www.agfeedinc.com) is a US company with its primary operations in China. AgFeed has two profitable business lines - premix animal feed and hog production. AgFeed is China's largest commercial hog producer in terms of total annual hog production as well as the largest premix feed company in terms of revenues. China is the world’s largest hog producing country that produces over 600 million hogs per year, compared to approximately 100 million hogs in the US. China also has the world’s largest consumer base for pork consumption. Over 65% of total meat consumed in China is pork. Hog production in China enjoys income tax free status. The premix feed market in which AgFeed operates is an approximately $1.6 billion segment of China's $40 billion per year animal feed market, according to the China Feed Industry Association.
 
Safe Harbor Statement
 
All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans and prospects. Such statements involve substantial risks and uncertainties and there is no assurance that actual results will not differ from the company's expectations. AgFeed's actual results may differ from its projections. Further, preliminary results are subject to normal adjustments. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect AgFeed's current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated.  Among the factors that could cause actual results to differ materially are the following: the availability and prices of live hogs, raw materials, fuel and supplies; food safety; livestock disease; live hog production costs; product pricing; the competitive environment and related market conditions; operating efficiencies; interest rate and foreign currency exchange rate fluctuations; access to capital; the cost of compliance with environmental and health standards; actions of the PRC government; governmental laws and regulations affecting our operations, including tax obligations; the ability to make effective acquisitions at the prices we expect and successfully integrate newly acquired businesses into existing operations; the success of our research and development activities, changes in generally accepted accounting principles; uncertainties related to general economic, political, business, industry, regulatory and market conditions; any changes in business, political and economic conditions due to the threat of terrorist activity; and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 and in its subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
 
Contact Information:
U.S. Contact:
Arnold Staloff
Independent Board Member
AgFeed Industries, Inc.
Tel: 212-631-3510
 
Corporate Contact:
Gerry Daignault
Chief Operating Officer
AgFeed Industries, Inc.
Tel: 615-480-7847
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