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 Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 17, 2009
SUBAYE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-62236
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35-2089848
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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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349
Dabeilu, Shiqiao, Panyu,
Guangzhou,
Guangdong,
China 511400
(Address
of principal executive offices) (Zip Code)
(86)
20-3999-0266
Registrant’s
telephone number, including area code
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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Appointment of New
Director
On November 17, 2009, Subaye, Inc. (the
“Company”) appointed Larry G. Schafran to serve as a member of the Board of
Directors. The Company currently has no committees of the Board of
Directors.
Mr. Schafran has served as the managing
principal of Providence Capital, Inc., a private investment and
advisory firm based in New York City, since 2003. Mr. Schafran currently
serves as a director and chairman of the Audit Committee for SulphCo, Inc.,
RemoteMDx, Inc., National Patent Development Corp., and Tarragon Realty
Investors, Inc., and is a director and serves on the Audit Committee for
ElectroEnergry, Inc.
The Company believes Mr. Schafran
qualifies as an independent member of the Board of Directors. In
determining the independence of its Directors, the Company uses the definition
of independence as outlined in the NASDAQ Corporate Governance Rules at
www.nasdaq.com.
The Company has adopted a compensation
arrangement for independent directors. Under this agreement, Mr.
Schafran will receive $1,000.00 for each meeting of the Board of Directors he
attends in person and $500.00 for each meeting of the Board of Directors in
which he participates by telephone or video conference. Additionally,
he will receive an annual payment of either (i) 10,000 shares of the Company’s
common stock, par value $0.001, which shall be paid in quarterly grants of 2,500
shares, or (ii) an option to purchase 20,000 shares of the Company’s common
stock, ¼ of which shall vest each quarter.
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.
Dated: November
17, 2009
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SUBAYE,
INC.
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By:
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/s/ Zhiguang
Cai |
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Name:
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Zhiguang
Cai
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Title:
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Chief
Executive Officer
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