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 1934
Date of
Report (Date of earliest event reported): May 5,
2010
SINO
CLEAN ENERGY INC.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Room
1605, Suite B, Zhengxin Building
No.
5, Gaoxin 1st Road, Gaoxin District
Xi’an,
Shaanxi Province, People’s Republic of China
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(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 registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
[ ] 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))
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this Form 8-K that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about the Registrant’s expectations,
beliefs, intentions or strategies for the future, which are indicated by words
or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the
Registrant believes,” “management believes” and similar words or phrases. The
forward-looking statements are based on the Registrant’s current expectations
and are subject to certain risks, uncertainties and assumptions. The
Registrant’s actual results could differ materially from results anticipated in
these forward-looking statements. All forward-looking statements included in
this document are based on information available to the Registrant on the date
hereof, and the Registrant assumes no obligation to update any such
forward-looking statements.
Item
3.03. Material Modifications to Rights of Security Holders.
The
information set forth in Item 5.03 is incorporated by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 5,
2010, Sino Clean Energy Inc. (the “Company”) received confirmation from the
Secretary of State of the State of Nevada that the Certificate of Change
Pursuant to NRS 78.209 (the “Certificate of Change”) to the Amended and Restated
Articles of Incorporation to effect a reverse stock split was duly filed and on
May 7, 2010, the Company effected a reverse stock split pursuant to which each
ten (10) currently issued and outstanding shares of Company’s common stock, par
value $0.001 (the “Common Stock”), were automatically converted into one (1)
share of Common Stock, and each ten (10) authorized shares of Common Stock were
automatically converted into one (1) share of Common Stock. Pursuant to NRS
78.207 of Nevada General Corporate Law, stockholders’ approval was not required
as the reverse stock split did not change the percentage of shares held by
stockholders of the Company, and did not contain any provision pursuant to which
only money was to be paid or scrip to be issued to stockholders and the decrease
in the number of authorized shares of Common Stock did not adversely alter or
change any preference or any relative or other right given to any other class or
series of outstanding shares.
The total
number of shares of the Company’s Common Stock issued and outstanding was
reduced from 165,562,494 shares to approximately 16,557,000 shares of Common
Stock and the total number of shares of the Company’s Common Stock authorized
was reduced from 300,000,000 shares to 30,000,000 shares of Common
Stock.
Each
stockholder's percentage ownership interest in the Company and proportional
voting power remains unchanged after the reverse stock split except for minor
changes and adjustments resulting from rounding up fractional shares to the
nearest whole shares. The rights and privileges of the holders of
Common Stock are substantially unaffected by the reverse stock
split.
A copy of
the Certificate of Change that was filed with the Secretary of State of the
State of Nevada is attached to this Form 8-K as Exhibit 3.1.
Item.
8.01. Other Events
On May 6,
2010, the Company issued a press release announcing the reverse stock split. To
denote the reverse stock split the Company's Common Stock will trade under the
symbol "SCLXD" for a period of 20 trading days. After 20 trading days the
Company's Common Stock will resume trading under the symbol "SCLX." A copy of
the Press Release is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Certificate
of Change.
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99.1
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Press
Release dated May 6, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Sino
Clean Energy Inc. |
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By:
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/s/
Baowen Ren |
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Name:
Baowen Ren |
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Title: Chief
Executive Officer |
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Dated:
May 10, 2010
Exhibit
Index
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Exhibit
No.
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Description
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3.1
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Certificate
of Change.
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99.1
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Press
Release dated May 6, 2010
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