UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
Amendment
No.1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
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CHINA
NORTH EAST PETROLEUM HOLDINGS
LIMITED
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(Exact
name of registrant as specified in its charter)
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.]
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445
Park Avenue, New York, New York
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so registered:
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Name
of each exchange on which each
class
is to be registered:
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Common
Stock, par value $0.001 per share
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NYSE
AMEX LLC
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form related to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates: N/A
Securities
to be registered pursuant to Section 12(g) of the Act: N/A
Explanatory
Note
This
Amendment No. 1 to the Registrant’s Form 8-A, filed with the Securities and
Exchange Commission on June 10, 2009, amends the description of the warrants to
purchase up to 100,000 shares of the Company’s common stock at the exercise
price of $2.15 per share under Item 1, and to correct a typo in the description
of Exhibit 4.5 in Item 2.
INFORMATION
REQURIED IN REGISTRATION STATEMENT
Item
1. Description of
Registrant’s Securities to be Registered
This registration statement on Form 8-A
relates to the registration of common stock, par value $0.001 per share (the
“Common Stock”), of China North East Petroleum Holdings Limited, a Nevada
corporation (the “Company”) pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), in connection with the listing of
the Common Stock on the NYSE AMEX LLC (“AMEX”). The Common Stock is presently
quoted on the OTC Bulletin Board under the symbol “CNEH.”
The following summary does not purport
to be complete and is subject to and qualified in its entirety by the provisions
of the Company’s Articles of Incorporation, as amended (the “Amended Articles”)
and Bylaws, as amended (the “Amended Bylaws”), copies of which are incorporated
herein by this reference.
Common
Stock
The Company currently is authorized to issue 150,000,000 shares
of Common Stock, and as of June 9, 2009, 20,904,080 shares of Common Stock are
currently issued and outstanding. The Company has authorized 2,500,000 shares of
Common Stock for issuance under the Company’s 2006 Stock Option/Stock Issuance
Plan (the “Plan”). As of June 9, 2009, 1,190,000 shares of Common Stock are
reserved for issuance upon exercise of options granted under the Plan or to be
granted by the Company pursuant to the Plan.
Voting, Dividend and Other
Rights. Each outstanding share of common stock entitles the holder to one
vote on all matters presented to the shareholders for a vote. Holders of shares
of common stock have no cumulative voting, preemptive, subscription or
conversion rights. All shares of common stock to be issued pursuant to this
registration statement will be duly authorized, fully paid and non-assessable.
Our Board of Directors determines if and when distributions may be paid out of
legally available funds to the holders. To date, we have not declared any
dividends with respect to our common stock. Our declaration of any cash
dividends in the future will depend on our Board of Directors’ determination as
to whether, in light of our earnings, financial position, cash requirements and
other relevant factors existing at the time, it appears advisable to do so. We
do not anticipate paying cash dividends on the common stock in the foreseeable
future.
Rights Upon Liquidation. Upon
liquidation, subject to the right of any holders of the preferred stock to
receive preferential distributions, each outstanding share of common stock may
participate pro rata in the assets remaining after payment of, or adequate
provision for, all our known debts and liabilities.
Majority Voting. The holders
of a majority of the outstanding shares of common stock constitute a quorum at
any meeting of the shareholders. A plurality of the votes cast at a meeting of
shareholders elects our directors. The common stock does not have cumulative
voting rights. Therefore, the holders of a majority of the outstanding shares of
common stock can elect all of our directors. In general, a majority of the votes
cast at a meeting of shareholders must authorize shareholder actions other than
the election of directors. Most amendments to our articles of incorporation
require the vote of the holders of a majority of all outstanding voting
shares.
Warrants
As of
June 9, 2009, the following warrants were outstanding:
Warrants
to purchase up to 3,960,000 shares of the Common Stock at a current exercise
price equal to $2.35 per share, on or prior to February 28, 2013. Pursuant to
the terms of such warrants issued on February 28, 2008, the exercise price is
subject to adjustment in the event of stock split, combination or the like of
the Company’s Common Stock and certain other adjustments.
Warrants
to purchase up to 100,000 shares of Common Stock at any time on or prior to
January 1, 2013 at an exercise price of $2.15 per share. Pursuant to the terms
of such warrants approved
for issuance by the Company’s Board of Directors on February 6, 2008,
the exercise price is subject to adjustment in the event of stock split,
combination or the like of the Company’s Common Stock.
Warrants
to purchase up to 250,000 shares of the Common Stock at an initial exercise
price equal to $2.00 per share and warrants to purchase up to 250,000 shares of
Common Stock at an initial exercise price of $2.35 per share, on or prior to
March 5, 2013. Pursuant to the terms of such warrants issued on March 5, 2009,
the exercise price is subject to adjustment in the event of stock split,
combination or the like of the Common Stock and certain other
adjustments.
Warrants
to purchase up to 50,000 shares of Common Stock at any time on or prior to April
29, 2013 at an exercise price of $2.65. Pursuant to the terms of such warrants
issued on April 29, 2009, the exercise price is subject to adjustment in the
event of stock split, combination or the like of the Common Stock and certain
other adjustments.
Nevada
Anti-Takeover Law and Certain Charter and Bylaw Provisions
We are
subject to the provisions of the Nevada private corporation law, which are
anti-takeover provisions. In general, the provisions of Sections 78.411-444
prohibit a publicly held Nevada corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years
following the date the person became an interested stockholder, unless (with
certain exceptions) the "business combination" or the transaction in which the
person became an interested stockholder is approved in a prescribed manner.
Generally, a "business combination" includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
stockholder. Generally, an "interested stockholder" is a person who, together
with affiliates and associates, owns or within three years prior to the
determination of interested stockholder status, did own, 10% or more of a
corporation's voting stock. The existence of this provision may have an
anti-takeover effect with respect to transactions not approved in advance by the
board of directors, including discouraging attempts that might result in a
premium over the market price for the shares of common stock held by
stockholders.
Our
Amended Articles and our Amended Bylaws contain certain provisions that could
have the effect of delaying, deferring or discouraging another party from
acquiring control of us. These provisions may discourage coercive takeover
practices and inadequate takeover bids. These provisions also may encourage
persons seeking to acquire control of us to first negotiate with our Board of
Directors. We believe that the benefits of increased protection of our potential
ability to negotiate with an unfriendly or unsolicited acquirer outweigh the
disadvantages of discouraging a proposal to acquire us because negotiation of
these proposals could result in an improvement of their terms.
The
provisions of Nevada law and the provisions of our Amended Articles and Amended
Bylaws, as amended, could have the effect of discouraging others from attempting
hostile takeovers and, as a consequence, they may also inhibit temporary
fluctuations in the market price of our common stock that often result from
actual or rumored hostile takeover attempts. These provisions may also have the
effect of preventing changes in our management. It is possible that these
provisions could make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best interests.
Transfer
Agent and Register
The
transfer agent and registrar for our common stock is Interwest Transfer, Inc.,
1981 East 4800s Suite 100, Salt Lake City, Utah 84117, telephone number (801)
272-9294.
Item
2. Exhibits
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3.1
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Articles
of Incorporation are incorporated herein by reference from Registrant’s
Annual Report on Form 10-KSB filed with the SEC on March 28,
2001.
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3.2
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By-laws
are incorporated herein by reference from Registrant’s Annual Report on
Form 10-KSB filed with the SEC on March 28, 2001.
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3.3
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Certificate
of Amendments to Articles of Incorporation is incorporated herein by
reference from Registrant’s Information Statement on Form 14C filed with
the SEC on May 26, 2004.
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3.4
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Certificate
of Amendments to Articles of Incorporation filed with the Secretary of
State of Nevada on September 12, 2005*
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3.5
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Amended
and Restated By-laws are incorporated herein by reference from
Registrant’s Current Report on Form 8-K filed with the SEC on September
30, 2008.
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4.1
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2006
Stock Option/Stock Issuance Plan is incorporated herein by reference from
Registrant’s Registration Statement on Form S-8 filed with the SEC on
February 27, 2006.
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4.2
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Form
of Series A and C Common Stock Warrant is incorporated herein by reference
from Registrant’s Current Report on Form 8-K filed with the SEC on March
3, 2008.
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4.3
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Form
of Series B Common Stock Warrant is incorporated herein by reference from
Registrant’s Current Report on Form 8-K filed with the SEC on March 3,
2008.
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4.4
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Form
of Warrant Agreement is incorporated herein by reference from Registrant’s
Current Report on Form 8-K filed with the SEC on March 6,
2009.
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4.5*
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Warrant
Agreement dated February 28, 200 8 .
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4.6*
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Warrant
Agreement dated April 29, 2009.
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10.1
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Securities
Purchase Agreement dated February 28, 2008 between the Company and
Lotusbox Investments Limited is incorporated herein by reference from
Registrant’s Current Report on Form 8-K filed with the SEC on March 3,
2008.
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10.2
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Amendment
No. 1 to 8% Secured Debenture is incorporated herein by reference from
Registrant’s Current Report on Form 8-K filed with the SEC on March 6,
2009.
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* previously
filed
SIGNATURE
Pursuant to the requireme4nts of
Section 12 of the Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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China
North East Petroleum Holdings Limited |
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By:
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/s/ Wang
Hongjun |
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Wang
Hongjun |
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Chairman
of the Board and President |
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Date: June
29 , 2009
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