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
June 18,
2009
Date of
Report (Date of earliest event reported)
Kid Castle Educational
Corporation
(Exact
name of registrant as specified in its charter)
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Florida
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333-39629
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59-2549529
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan R.O.C.
(Address
of Principal Executive Offices and Zip Code)
(011) 886-2-2218-5996
(Registrant’s
telephone number, including area code)
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 (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The
information in the next two paragraphs is responsive to the following
Items:
Item
1.01 Entry
into Material Definitive Agreement
Item 3.02 Unregistered
Sales of Equity Securities
Item 3.03 Material
Modification of Rights of Security Holders
Item
5.01 Changes
in Control of Registrant
Item
5.03 Amendment
to Articles of Incorporation or Bylaws
On June
17, 2009, pursuant to a Stock Subscription Agreement dated the same date, we
sold 5,000,000 newly issued shares of our common stock to our Chief Executive
Officer, Min-Tan Yang. The stock was sold for $0.18 per share for an
aggregate purchase price of $900,000. Mr. Yang paid for the stock in
cash. The stock was issued without registration under the Securities
Act of 1933 in reliance on the exemption under Section 4(2) of the Securities
Act. The Stock Subscription Agreement is attached to this report as
Exhibit 10.1. As a result of Mr. Yang’s purchase, the number of
shares of our common stock beneficially owned by him increased from 11,255,538
shares to 16,255,538 shares. Mr. Yang’s percentage share of the Company’s voting
stock increased from 45% to 54%. Under our articles of incorporation
and Florida corporation law, certain significant actions of the Company, such as
merger, sale of substantially all of the assets of the Company, and amendment of
our articles of incorporation, require the approval of the holders of 50% or
more of our Common Stock. As a result of this increase in Mr. Yang’s ownership
percentage, he now beneficially owns a sufficient number of shares to approve
these transactions by himself.
The
purpose of the stock sale to Mr. Yang was to provide capital to finance the
costs of a privatization transaction pursuant to which we expect to deregister
from the reporting requirements of the Securities and Exchange Act of
1934. The deregistration transaction was approved by our Board of
Directors on June 11, 2009, and earlier by a committee of the Board made up of
independent directors who have no economic interest in the
transaction. The privatization and deregistration transaction is
described in further detail in the Preliminary Information Statement on Schedule
14C filed with the Commission on the same date as this report. As a
necessary step of the privatization transaction, CEO Yang and our Chairman of
the Board, Suang-Yi Pai, in their capacity as shareholders owning 67% of our
common stock, signed a written consent on June 17, 2009 that approved amendments
to our articles of incorporation that would effect a 5,000 for 1 reverse stock
split of the Company’s common stock, followed by a 1 for 5,000 forward stock
split. In compliance with a waiting period under Florida law, the
written consent provides that the amendments may not be filed with the Florida
Secretary of State until 25 days after the final Information Statement relating
to the privatization transaction has been filed with the Commission and made
available to shareholders.
Item
7.01. Regulation FD Disclosure.
On June
18, 2009 we issued the press release attached to this report as
Exhibit 99.1.
In
accordance with General Instruction B.2. of Form 8-K, the information
contained above in this report is not to be deemed “Filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor is it to be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
This report is not to be deemed a determination or an admission as to the
materiality of any information in the report that is required to be disclosed
solely by Regulation FD.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Stock
Subscription Agreement between the Company and Min-Tan Yang dated June 17,
2009
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99.1
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Press
Release dated June 18, 2009
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned, who is duly authorized.
Dated:
June 18, 2009
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By:
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/s/
Min-Tan Yang |
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Name:
Min-Tan Yang |
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Title: Chief
Executive Officer |
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