-----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, TvKnyZB9godpYMNYROhV422gW+MJzVDALa27hT6PBAA5qvE/kcDs5pNrkC9lq750 iPt9Ah9JEMicWPz5BtvEwA== 0001144204-08-056406.txt : 20081007 0001144204-08-056406.hdr.sgml : 20081007 20081007095220 ACCESSION NUMBER: 0001144204-08-056406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081006 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081007 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: 081111322 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 v128248_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): October 6, 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 2.02
Results of Operations and Financial Condition.
 
On October 6, 2008, AgFeed Industries, Inc. ("AgFeed" or the "Company") issued a press release announcing that it expects to report favorable financial results for the quarter ended September 30, 2008. The information contained in the press release is deemed to be "filed" under the Securities Exchange Act of 1934 as Exhibit 99.1 to this report, and such press release is incorporated herein by reference.
 
Item 8.01.
Other Events.
 
AgFeed's October 6, 2008 press release further announced that (i) its Board of Directors has approved and authorized a stock repurchase program pursuant to which AgFeed may buy back up to an aggregate of $10 million of its outstanding common stock and (ii) members of management agreed to enter into one year share lock up agreements with the Company.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit 99.1
Press Release of AgFeed Industries, Inc. dated October 6, 2008. Exhibit 99.1 is deemed to be "filed" under the Securities Exchange Act of 1934 in this Current Report on Form 8-K.
 

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: October 7, 2008
 
     
  AGFEED INDUSTRIES, INC.
 
 
 
 
 
 
  By:   /s/ Junhong Xiong 
 
Junhong Xiong
 
President and Chief Executive Officer 
 
 

 
EX-99.1 2 v128248_ex99-1.htm Unassociated Document
 
Exhibit 99.1

AgFeed Industries Announces $10 Million Share Buyback Program, Management Share Lockup Agreements, Affirms 2008 Earnings Guidance
 
AgFeed expects to report favorable 3rd quarter financial results
 
NEW YORK, NY—October 6, 2008 -- AgFeed Industries, Inc. (NasdaqGM:FEED - News), the largest commercial hog producer and the largest premix feed company in China, today announced that the Board of Directors of the Company has approved and authorized a share buy back program for as much as $10 million of its common stock AgFeed intends to begin the repurchase program as soon as possible, in accordance with the rules and regulations of the U.S. Securities and Exchange Commission that govern such purchases. The repurchases will be funded with available cash on hand. Any shares of common stock repurchased under the program will be returned to treasury
 
Under the terms of the repurchase program, the Company may repurchase shares in open market purchases or through privately negotiated transactions. The stock repurchase activities will be conducted in compliance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. AgFeed's management will determine the timing and amount of any repurchase based on its evaluation of market conditions and other factors. Repurchases of common stock may also be made under 10b5-1 plans, which would permit common stock to be purchased when the Company may otherwise be prohibited from doing so under insider trading laws.
 
Management Share Lockup Agreement
 
Members of AgFeed’s management have also agreed to enter into one year share lock up agreements with the Company. AgFeed’s management and board members have not sold one single share of the Company’s stock since the inception of the Company.
 
Favorable 3rd Quarter
 
AgFeed also confirms that the Company is not aware of any negative development within the Company that may impact AgFeed’s financial performance and normal business operations. Based on preliminary financial results from the Company’s 3rd quarter ended September 30, 2008, AgFeed expects to report record 3rd quarter earnings by early November. AgFeed also affirms its 2008 earnings guidance of adjusted earnings per share of $1.10.
 
Dr. Songyan Li, AgFeed’s Chairman commented in New York: ”AgFeed’s board and management remain totally committed to enhancing shareholders value through solid earnings growth and good corporate governance. AgFeed will continue to execute its business plan in a favorable environment in which we see our strong operating efficiencies and increased economies of scale benefiting our financial performance. AgFeed management’s agreement to enter into share lock up agreements is a reflection of our total commitment to the interest of our public shareholders. We look forward to reporting our 3rd quarter financial results.”
 
Investor Meetings
 
AgFeed management is scheduled to meet with institutional investors between Oct 6 and Oct 17 in New York and other cities across the country at conferences and one-on-one meetings.
 
 
 

 
 
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 pre-mix 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. .These statements include statements concerning the Company's repurchase of its common stock, the third quarter financial results it expects to report, and its projected financial results for 2008. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include, but are not restricted to, unpredictability and volatility of the price and volume of the Company's common stock.
 
There can be 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. Potential risks and uncertainties include, but are not limited to, the risks described in AgFeed's filings with the Securities and Exchange Commission.
 
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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