CBAK Energy Technology, Inc.

Regulatory Filings • Apr 30, 2010

8-K 1 v182257_8k.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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 AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 26, 2010

| CHINA
BAK BATTERY, INC. |
| --- |
| (Exact
name of registrant as specified in its
charter) |

Nevada	001-32898	86-0442833
(State
or other jurisdiction of
incorporation)	(Commission
File No.)	(IRS
Employer Identification
No.)

| BAK
Industrial Park, No. 1 BAK Street |
| --- |
| Kuichong
Town, Longgang District |
| Shenzhen,
518119 |
| People’s
Republic of China |
| (Address,
including zip code, of principal executive offices) |
| (86-755)
8977-0093 |
| (Registrant’s
telephone number, including area code) |
| Not
applicable |
| (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)) |

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2010, China BAK Battery, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2010. A copy of the press release is furnished as Exhibit 99.1 hereto.

On April 26, 2010, the Company held a conference call to discuss the financial results of the Company for the fiscal quarter ended March 31, 2010. A copy of the transcript of such call is furnished as Exhibit 99.2 hereto.

The press release furnished as Exhibit 99.1 and the transcript furnished as Exhibit 99.2 hereto contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, are “forward-looking statements,” including statements regarding the Company’s business strategy, plans and objective and statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as “should,” “believes,” “expects,” “anticipates” or similar expressions, and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

In accordance with General Instruction B.2 of Form 8-K, the information in this Report, including Exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The press release furnished as Exhibit 99.1 and the transcript furnished as Exhibit 99.2 hereto also contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

EBITDA was presented in the press release furnished as Exhibit 99.1 and in the conference call to which the transcript furnished as Exhibit 99.2 relates because management believes that the presentation of EBITDA provides useful information regarding the Company’s results of operations because it assists in analyzing and benchmarking the performance and value of the Company’s business. The Company defines EBITDA as earnings before share-based compensation costs, interest, taxes, depreciation, and amortization. EBITDA is a financial measure that is not defined by GAAP. EBITDA should not be considered as a substitute for net income or loss, or as an indicator of operating performance or whether cash flows will be sufficient to fund cash needs.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press
Release dated April 26, 2010
99.2	Transcript
dated April 26, 2010

SIGNATURE

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.

/s/ Jun Zou
Jun
Zou
Chief
Financial Officer

EXHIBITS

Exhibit	Description
99.1	Press
Release dated April 26, 2010
99.2	Transcript
dated April 26, 2010