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 29,
2009
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
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North
Carolina
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000-52092
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56-2012361
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(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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58 Heng Shan Road, Kun Lun Shopping
Mall
Harbin, People’s Republic of
China
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150090
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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: 86-451-8233-5794
Benjamin
Tan, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32 Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
September 29, 2009, China Education Alliance, Inc., a North Carolina corporation
(the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with Rodman & Renshaw, LLC (the “Underwriter”) for the sale of
3,162,055 shares of the Company’s common stock, par value $0.001 per share, for
a purchase price of $5.17 per share (net of discounts and commissions), which is
94% of the per share public offering price of $5.50 per share.
Under the
terms of the Underwriting Agreement, the Company has granted the Underwriter an
option to purchase up to an additional 474,308 shares of common stock of the
Company on the same terms within 45 days from the closing date of the sale of
the 3,162,055 shares to cover over-allotments, if any.
The
offering is being made pursuant to the Company’s effective registration
statement on Form S-3 (Registration Statement No. 333-161487) previously
filed with the Securities and Exchange Commission.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by
reference to the actual Underwriting Agreement, which is filed as an exhibit
hereto.
On
September 29, 2009, the Company issued a press release announcing that it had
priced the public offering described in Item 1.01 of this report. The Company’s
press release is filed as Exhibit 99.1 to this report and is incorporated by
reference herein.
The
information in this report, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or
incorporated subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
shall not be incorporated by reference in any registration statement or other
document filed under the Securities Act or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings, except as shall be expressly set forth by specific reference in
such a filing.
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Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
Exh.
No. Description
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10.1
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Underwriting
Agreement dated as of September 29, 2009 by and between the Registrant and
Rodman & Renshaw, LLC
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99.1
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Press
Release dated as of September 29,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CHINA
EDUCATION ALLIANCE, INC. |
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Dated:
September 30, 2009
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By:
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/s/
Xiqun
Yu |
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Name: |
Xiqun
Yu |
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Title: |
Chief
Executive Officer |
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