0001144204-11-055607.txt : 20110929 0001144204-11-055607.hdr.sgml : 20110929 20110929164112 ACCESSION NUMBER: 0001144204-11-055607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110925 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110929 DATE AS OF CHANGE: 20110929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AgFeed Industries, Inc. CENTRAL INDEX KEY: 0001331427 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] 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: 111114938 BUSINESS ADDRESS: STREET 1: 744 HORIZON COURT, STREET 2: SUITE 350 CITY: GRAND JUNCTION, STATE: CO ZIP: 81506 BUSINESS PHONE: 970-245-9410 MAIL ADDRESS: STREET 1: 744 HORIZON COURT, STREET 2: SUITE 350 CITY: GRAND JUNCTION, STATE: CO ZIP: 81506 FORMER COMPANY: FORMER CONFORMED NAME: Agfeed Industries, Inc DATE OF NAME CHANGE: 20061122 FORMER COMPANY: FORMER CONFORMED NAME: Wallace Mountain Resources Corp. DATE OF NAME CHANGE: 20050627 8-K 1 v236105_8k.htm FORM 8-K 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 25, 2011
 
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.)
 
744 Horizon Court, Suite 350
Grand Junction, CO
 
81506
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (970) 245-9410
 
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2011, the Board of Directors of AgFeed Industries, Inc. (the “Company”) appointed Bruce Ginn as a member of the Board of Directors of the Company with a term expiring at the 2011 annual meeting of stockholders.

Mr. Ginn was not appointed to the Company’s Board of Directors pursuant to any arrangement or understanding with any other person.

Mr. Ginn will be compensated for services as a director in the same form as other non-employee directors of the Company, including receipt of an annual retainer and eligibility to receive stock-based awards as may be approved from time to time by the Board of Directors of the Company. For further information on director compensation, see the description of the Company’s director compensation contained in the Company’s Proxy Statement filed with the Securities and Exchange Commission on July 14, 2011.

Mr. Ginn has also been appointed to serve on the special committee of the Board of Directors referenced in Item 8.01 below and will receive compensation of $10,000 per month in connection therewith.

Mr. Ginn is currently the Chief Executive Officer of, and directly or indirectly has an approximate 15% ownership interest in, Kansas City Sausage Company, LLC and directly or indirectly has an approximate 8% ownership interest in Pine Ridge Farms, LLC. The Company previously announced that it has entered into non-binding letters of intent to acquire Kansas City Sausage Company, LLC and Pine Ridge Farms, LLC.  These transactions are currently on hold pending the conclusion of the special committee’s investigation.

Item 8.01. Other Events.

On September 29, 2011, the Company issued a press release announcing that its Board of Directors has established a special committee to conduct an investigation into the accounting practices of its Chinese operations. The press release is attached hereto as Exhibit 99.1 and the first, second, third and sixth paragraphs of the press release are incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

Exhibit

99.1
Press Release, dated September 29, 2011.

 
 

 

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.

 
AGFEED INDUSTRIES, INC.
   
Date:  September 29, 2011
/s/ John A. Stadler
 
John A. Stadler
 
Chairman of the Board and
 
Chief Executive Officer

 
 

 

EXHIBIT INDEX

Exhibit No.
 
Description
99.1
  
Press Release, dated September 29, 2011

 
 

 
EX-99.1 2 v236105_ex99-1.htm EXHIBIT 99.1

AgFeed Industries, Inc. Establishes Special Committee to Conduct Investigation into Accounting Practices of Chinese Operations; Announces Appointment of New Director
 
NEW YORK, September 29, 2011 AgFeed Industries, Inc. (Nasdaq: FEED, NYSE Alternext: ALHOG - News) (“AgFeed” or the “Company”) announced today that its Board of Directors has established a special committee to investigate the accounting relating to certain of the Company’s Chinese farm assets (acquired during 2007 and 2008) used in its hog production business, as well as the validity and collectability of certain of the Company’s accounts receivables relating to its animal nutrition business in China and any other issues that may arise during the course of the investigation.

The special committee is comprised of directors Milton P. Webster, III and Bruce Ginn, a newly appointed director, as described further below.  The special committee is authorized to retain experts and advisers to carry out its investigation and has engaged Latham & Watkins LLP to serve as its independent counsel in connection with the investigation.

The Company does not intend to provide further comment regarding the matters under investigation until after the special committee concludes its investigation.

The Company also announced today that the Board of Directors appointed Bruce Ginn as a director on September 25, 2011. Mr. Ginn has extensive experience in the agriculture and livestock industries. Mr. Ginn is currently a Partner at BMI Ag Services, an agriculture holding and consulting company that focuses on livestock production and sales and operates pork processing companies, and the Chief Executive Officer of the Kansas City Sausage Company, LLC.  Previously, Mr. Ginn held a number of executive positions at Oscar Mayer/Kraft, ConAgra and Sparks Commodities Inc.  Mr. Ginn has also served on the faculties of a number of universities, including Texas Tech University and Colorado State University.  Mr. Ginn holds graduate and undergraduate degrees in agricultural economics. As previously announced on July 15, 2011, the Company has entered into non-binding letters of intent to acquire Kansas City Sausage Company, LLC and Pine Ridge Farms, LLC. Mr. Ginn has an ownership interest in these companies and currently serves as the CEO of Kansas City Sausage Company, LLC.  The exclusivity periods for each of these letters of intent has been extended to December 1, 2011.  The Company has halted negotiations and  anticipates finalizing negotiations for these transactions following the conclusion of the special committee’s investigation.

ABOUT AGFEED INDUSTRIES, INC.
 
AgFeed Industries (www.agfeedinc.com) is an international agribusiness with operations in the U.S. and China.  AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed’s hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50% of global production and over 62% of total protein consumed in China is pork.  Hog production in China currently enjoys income tax free status.
 
FORWARD-LOOKING STATEMENTS
 
Certain statements regarding AgFeed set forth in this press release contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  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.  This forward-looking information is subject to numerous material risks, uncertainties and assumptions, certain of which are beyond the control of AgFeed, including general economic and industry conditions, the factors disclosed in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission, as well as those related to the Special Committee’s investigation and/or findings.  Such risks relating to the special committee’s investigation include: uncertainties related to the identification and resolution of accounting issues under investigation or resulting from a broadening of the scope of the investigation; a negative impact on the Company’s relationships with its customers or suppliers as a result of the announcement of the investigation; increased regulatory or media scrutiny; the initiation of new legal or regulatory proceedings involving the Company; and volatility of the Company’s stock price.  Actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits AgFeed will derive therefrom.  AgFeed disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.  The information contained in this press release is made as of the date of the press release, even if subsequently made available by AgFeed Industries on its website or otherwise.

Contact:  Investor Relations: http://www.agfeedinc.com/contact