-----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, VFO6mKf6mtZJdVOgIQrzHLx/qqe18RlNOIfz+siDlVVU9o8nVSJtdpUndlnKylAl vHaBJKa4IwGh39aptv3++A== 0001144204-11-005488.txt : 20110202 0001144204-11-005488.hdr.sgml : 20110202 20110202154127 ACCESSION NUMBER: 0001144204-11-005488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA SLP FILTRATION TECHNOLOGY, INC. CENTRAL INDEX KEY: 0001423023 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 841465393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53010 FILM NUMBER: 11566484 BUSINESS ADDRESS: STREET 1: SHISHAN INDUSTRIAL PARK STREET 2: NANHAI DISTRICT, FOSHAN CITY CITY: GUANGDONG PROVINCE, STATE: F4 ZIP: 000000 BUSINESS PHONE: 86-757-86683197 MAIL ADDRESS: STREET 1: SHISHAN INDUSTRIAL PARK STREET 2: NANHAI DISTRICT, FOSHAN CITY CITY: GUANGDONG PROVINCE, STATE: F4 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: China Filtration Technology, Inc. DATE OF NAME CHANGE: 20100422 FORMER COMPANY: FORMER CONFORMED NAME: China Filtration Technologies, Inc. DATE OF NAME CHANGE: 20100326 FORMER COMPANY: FORMER CONFORMED NAME: PERPETUAL TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20080107 8-K 1 v209857_8k.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):   January 31, 2011.

CHINA SLP FILTRATION TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
000-53010
 
84-1465393
(State or Other Jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
     
Identification No.)

Shishan Industrial Park
Nanhai District, Foshan City, Guangdong Province, PRC
(Address of Principal Executive Offices)

Registrant's telephone number, including area code:  011-86-757-86683197

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 1.01.  Entry into a Material Definitive Agreement.

On January 31, 2011 we entered into note extension agreements with each of the purchasers (other than Lumen Capital) of our 10% secured convertible notes in the original aggregate principal  amount of $4,140,000, issued on February 12, 2010,  to extend the maturity date of the notes  from February 12, 2011 to  June 30, 2011.  The $100,000 note held by Lumen Capital will be repaid on February 12, 2011 (the original maturity date).

 The form of note extension agreement is filed as exhibit 10.1 to this report.

Item 9.01 Financial Statements and Exhibits.

10.1
 
Form of Note Extension Agreement executed by certain of the note purchasers


 
SIGNATURES

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.
 
 
Date:  February 2, 2011
 
     
 
CHINA SLP FILTRATION TECHNOLOGY, INC.
 
   
  
 
 
By:  
/s/ Jie Li
 
 
Jie Li
 
 
Chief Executive Officer
 
 

 
EX-10.1 2 v209857_ex10-1.htm Unassociated Document
 
Exhibit 10.1

NOTE EXTENSON AGREEMENT

THIS NOTE EXTENSION AGREEMENT (this "Agreement") is entered into as of January 31, 2011, by and among China SLP Filtration Technology, Inc. (formerly known as Perpetual Technologies,  Inc.),  a Delaware corporation (the "Company"), Hong Hui Investment Holdings, Inc., a British Virgin islands company (the “BVI Company”), the owner of all of the outstanding equity interests of Technic International Limited, a Hong Kong company (“Technic”), the owner of all of the outstanding equity interests of Foshan SLP Special Materials Company (“Foshan”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and the purchasers set forth on Schedule 1 hereof (collectively, the "Purchasers" and each a "Purchaser").

RECITALS:

WHEREAS, on February 12, 2010, the Company, the BVI Company, Technic, Foshan and each of the Purchasers entered into a Note Purchase Agreement (the “Note Purchase  Agreement”)  pursuant to which  the Purchasers purchased secured convertible promissory notes in the aggregate principal amount of $4,140,000 (the “Notes”);

WHEREAS, the principal balance, together with accrued and unpaid interest, on each of the Notes was originally due and payable on February 12, 2011; and

WHEREAS, the Company has requested and the Purchasers are willing to extend the maturity date of the Notes, upon the terms and subject to the provisions set forth herein.
 

 
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.         Terms used herein which are defined in the Note Purchase Agreement shall have the same meanings when used herein unless otherwise provided herein.

2.         Each of the Notes is hereby amended to extend the Maturity Date thereof from February 12, 2011 to June 30, 2011

3.         The interest shall accrue and be payable quarterly in arrears on the last Business Day of each fiscal quarter while the Notes are outstanding and on the earlier of (i) the Maturity Date and (ii) the conversion of the Notes.

4.         The Company shall attach an executed copy of this Agreement to each original Note and all references hereafter to each Note shall be as amended hereby.

5.         No right of any Purchaser with respect to the loans evidenced by the Notes and the Note Purchase Agreement or any right in any Transaction Document is or will be in any manner, released, destroyed, diminished or otherwise adversely affected by this Agreement, except as expressly provided herein.
 
6.         The Company understands and agrees that the remaining provisions of the Note shall remain in full force and effect without any changes or modification except as expressly stated herein.

7.         The provisions set forth herein are limited precisely as written and shall not be deemed to, except as expressly set forth herein (a) be a consent to, or waiver or modification of, any other term or condition of any of the Transaction Documents, or (b) prejudice any right or rights which the Purchasers may now have or may have in the future under or in connection with the Transaction Documents or any of the other documents referred to therein. In the event of a conflict between this Agreement and any of Transaction Documents, the terms of this Agreement shall be controlling.  The representations and warranties made in each Transaction Document are true and correct in all material respects on and as of the date of this Agreement.
           
8.         This Agreement may be executed in any number of counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute one and the same instrument.
 

 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.
 

CHINA SLP FILTRATION TECHNOLOGY, INC.
 
By: /s/ Jie Li
 
Name:  Jie Li
Title:    Chief Executive Officer

HONG HUI HOLDINGS LIMITED
 
By: /s/ Jie Li
 
Name:  Jie Li
Title:    Director

TECHNIC INTERNATIONAL LIMITED
 
By: /s/ Wawai Law  
 
Name:  Wawai Law
Title:    Chairman

FOSHAN SLP SPECIAL MATERIALS COMPANY
 
By: /s/ Jie Li   
 
Name:  Jie Li
Title:    Legal Representative

 
PURCHASERS:        
         
         
/s/ Purchaser
   
 
 
Name of Purchaser
   
 
 
 
   
 
 
/s/ Purchaser        
Signature of Purchaser        


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