FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
January 31, 2006
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Date of Report (Date of earliest event reported)
GREATER CHINA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-15937 223057451
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(State or other jurisdiction (Commission (IRS Employer File
of incorporation) Identification No.) Number):
One Rockefeller Plaza, Suite 1010
New York, NY 10020
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(Address of principal executive offices) (Zip Code)
(212) 765-4547
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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 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01 Completion of Acquisition or Disposition of Assets.
If the registrant or any of its majority-owned subsidiaries has
completed the acquisition or disposition of a significant amount of
assets, otherwise than in the ordinary course of business, disclose
the following information:
(a) the date of completion of the transaction: January 31, 2006
(b) a brief description of the assets involved: Wholly-
owned subsidiary of the Registrant, Unigel Limited ("Unigel") , a
Hong Kong company. Unigel owns sixty percent (60%) of Shenzhen
Unigel Telecommunications Co., Ltd. ("SUTCO"), a joint venture
organization under the laws of the Republic of China.
(c) the identity of the person(s) from whom the assets were
acquired or to whom they were sold and the nature of any material
relationship, other than in respect of the transaction, between
such person(s) and the registrant or any of its affiliates, or
any director or officer of the registrant, or any associate of
any such director or officer: Pursuant to a Corporate Settlement
and Separation Agreement, effective as of December 31, 2005, the
Registrant agreed to transfer all the outstanding stock of Unigel
owned by it to certain stockholders and Directors of the
Registrant who had been the former owners of Unigel. These
Directors thereupon resigned as Directors and Officers as part of
the transaction.
(d) the nature and amount of consideration given or received
for the assets and, if any material relationship is disclosed
pursuant to paragraph (c) of this Item 2.01, the formula or
principle followed in determining the amount of such
consideration: Unigel stock was transferred in exchange for
the surrender and cancellation of 17,546,067 shares of Common
Stock of the Registrant, being all the stock owned by the
stockholders and Directors and assumption of $2.8 million of
liabilities of the Registrant associated with Unigel as well as
an agreement to pay up to $60,000 of the costs of completing the
transaction including audit and filing fees and expenses.
Item 3.02 Unregistered Sales of Equity Securities.
(a) If the registrant sells equity securities in a
transaction that is not registered under the Securities Act,
furnish the information set forth in paragraphs (a) and (c)
through (e) of Item 701 of Regulation S-K or Regulation S-B, as
applicable (17 CFR 229.701(a) and (c) through (e) and 228.701(a)
and (c) through (e), respectively). For purposes of determining
the required filing date for the Form 8-K under this Item
3.02(a), the registrant has no obligation to disclose information
under this Item 3.02 until the registrant enters into an
agreement enforceable against the registrant, whether or not
subject to conditions, under which the equity securities are to
be sold. If there is no such agreement, the registrant must
provide the disclosure within four business days after the
occurrence of the closing or settlement of the transaction or
arrangement under which the equity securities are to be sold.
The date, title and amount of securities sold: January
31, 2006, Common Stock, 8,375,455
c. For securities sold for cash, the total offering price
and the total underwriting discounts or commissions.
For securities sold other than for cash, describe the
transaction and the type and amount of consideration
received by the small business issuer: All securities
were issued in negotiated transactions either (i) in
cancellation of prior indebtedness of the issuer or
(ii) for services rendered or to be rendered.
d. The section of the Securities Act or the rule of the
Commission under which the small business issuer
claimed exemption from registration and the facts
relied upon to make the exemption available: Section
4(2) of the Securities Act of 1933. No general
solicitation or advertising was employed in connection
with these transactions and each stockholder had a pre-
existing relationship with the issuer, either as a
creditor or as a service provider.
e. If the information called for by this paragraph (e) is
being presented on Form 8-K, Form 10-QSB, Form 10-Q,
Form 10-KSB or Form 10-K under the Exchange Act, and
where the securities sold by the registrant are
convertible or exchangeable into equity securities, or
are warrants or options representing equity securities,
disclose the terms of conversion or exercise of the
securities: The securities are not convertible.
Item 5.01 Changes in Control of Registrant.
(a) If, to the knowledge of the registrant's board of
directors, a committee of the board of directors or authorized
officer or officers of the registrant, a change in control of the
registrant has occurred, furnish the following information:
(1) the identity of the person(s) who acquired such control:
Please refer to Item 2.01 above. Remaining majority stockholders
and Directors of the Registrant acquired operating control of the
Registrant as a result of resignations of the following
individual officers and Directors: Gary S. Robinson, Richard B.
George, Ian C. Hatchell and Manfred Unger. John K. Steinbeck,
previously Treasurer and CFO of the Registrant, passed away.
(2) the date and a description of the transaction(s) which
resulted in the change in control: Item 2.01 above.
(3) the basis of the control, including the percentage of
voting securities of the registrant now beneficially owned
directly or indirectly by the person(s) who acquired control:
Present officers and Directors and their associates now own a
majority of the shares of Common stock of the Company.
(4) the amount of the consideration used by such person(s):
See Item 2.01 above.
(5) the source(s) of funds used by the person(s), unless all
or any part of the consideration used is a loan made in the
ordinary course of business by a bank as defined by Section
3(a)(6) of the Act, in which case the identity of such bank may
be omitted provided the person who acquired control: No funds
were used. See Item 2.01 above.
(6) the identity of the person(s) from whom control was
assumed: See (1) above.
(7) any arrangements or understandings among members of both
the former and new control groups and their associates with
respect to election of directors or other matters: See Item
2.01. Departing stockholders and Directors agreed to resign and
remaining Directors elected the new Board.
(b) Furnish the information required by Item 403(c) of
Regulation S-K (17 CFR 229.403(c)) or Item 403(c) of Regulation S
B (17 CFR 228.403(c)), as applicable: None
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
(b) If the registrant's principal executive officer,
president, principal financial officer, principal accounting
officer, principal operating officer or any person performing
similar functions retires, resigns or is terminated from that
position, or if a director retires, resigns, is removed, or
refuses to stand for re-election (except in circumstances
described in paragraph (a) of this Item 5.02), disclose the fact
that the event has occurred and the date of the event: See Item
2.01 above
(c) If the registrant appoints a new principal
executive officer, president, principal financial officer,
principal accounting officer, principal operating officer or
person performing similar functions, disclose the following
information with respect to the newly appointed officer:
(1) the name and position of the newly appointed officer and
the date of the appointment; Alvin Rosen, Principal Financial
Officer
(2) the information required by Items 401(b), (d), (e) and
Item 404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and
229.404(a)), or, in the case of a small business issuer, Items
401(a)(4), (a)(5), (c), and Items 404(a) and (b) of Regulation
S-B (17 CFR 228.401(a)(4), (a)(5), (c), and 228.404(a) and (b),
respectively); Mr. Rosen's business experience over the last 5
years has been as a CPA keeping the books and records of the
Company. He has no directorships with other public companies,
nor has any family member had any business dealings with the
Company during the last 2 years.
(3) a brief description of the material terms of any
employment agreement between the registrant and that officer.
There is no employment agreement.
Instruction to paragraph (c).
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If the registrant intends to make a public announcement of the
appointment other than by means of a report on Form 8-K, the
registrant may delay filing the Form 8-K containing the
disclosures required by this Item 5.02(c) until the day on which
the registrant otherwise makes public announcement of the
appointment of such officer.
(d) If the registrant elects a new director, except by a
vote of security holders at an annual meeting or special meeting
convened for such purpose, disclose the following information:
(1) the name of the newly elected director and the date of
election; William Knight, Robert McGrath, Jr. and Mark Young, all
appointed to fill the vacancies from departing Directors. See
Item 5.01 above.
(2) a brief description of any arrangement or understanding
between the new director and any other persons, naming such
persons, pursuant to which such director was selected as a
director; There are no employment agreements with any of the new
Directors.
(3) the committees of the board of directors to which the
new director has been, or at the time of this disclosure is
expected to be, named; All new Directors are members of the
Audit, Compensation and Corporate Governance Committees.
(4) the information required by Item 404(a) of Regulation S-
K or Item 404(a) of Regulation S-B, as applicable (17 CFR
229.404(a) or 228.404(a), respectively). For the last five years
Mr. William Knight has served as an Investment Advisor based in
the UK and has served on the Boards of various international
investment funds. For the past five years Mr. Robert McGrath,
Jr. has served as a business consultant and Mr. Mark Young has
served as a business and investment advisor. Neither individual
has held a directorship with other public companies. No family
member of any of the Directors has had any business dealings with
the Company for the last two years.
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.
GREATER CHINA CORPORATION
(Registrant)
Date: July 28, 2006 By: /s/John W. Allen
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John W. Allen, President
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