As
filed with the Securities and Exchange Commission on December 30,
2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
PRECISION STEEL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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14-1623047
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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China
Precision Steel, Inc.
18th
Floor, Teda Building
87
Wing Lok Street
Sheung
Wan, Hong Kong
People’s
Republic of China
+852-2543-2290
(Address,
including zip code, and telephone number, including area code
of
registrant’s principal executive offices)
Wo
Hing Li
8th
Floor, Teda Building
87
Wing Lok Street
Sheung
Wan, Hong Kong
People’s
Republic of China
+852-2543-2290
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Copy
to:
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Scott
C. Kline, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
50
Fremont Street
San
Francisco, CA 94105-2228
(415)
983-1000
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Approximate date of commencement of
proposed sale to the public: From time to time after this Registration
Statement becomes effective, as determined by market conditions and other
factors.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.¨
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.¨
If this
form is a registration statement pursuant to General Instruction 1.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.¨
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction 1.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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Calculation of Additional
Registration Fee(1)
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Title
of Each Class of Securities to be
Registered(1)
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Proposed
Maximum Aggregate
Offering
Price(2)
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Amount
of Registration
Fee(3)
(4)
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||||||
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Common
Stock, $0.001 par value per share
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— | — | ||||||
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Preferred
Stock, $0.001 par value per share
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— | — | ||||||
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Warrants
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— | — | ||||||
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Debt
Securities
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||||||||
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TOTAL
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$ | 40,000,000 | $ | 1,572 | ||||
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(1)
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We
are registering hereunder such indeterminate number of shares of Common
Stock and Preferred Stock, such indeterminate principal amount of Debt
Securities, such indeterminate number of Warrants to purchase Common
Stock, Preferred Stock or Debt Securities, as shall have an aggregate
initial offering price not to exceed $40,000,000. If any Debt Securities
are issued at an original issue discount, then the offering price of such
Debt Securities shall be in such greater principal amount as shall result
in an aggregate initial offering price not to exceed $40,000,000, less the
aggregate dollar amount of all securities previously issued hereunder. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder. The securities registered also
include such indeterminate numbers of shares of Common Stock and Preferred
Stock, and principal amounts of Debt Securities, as may be issued upon
conversion of or exchange for Preferred Stock or Debt Securities that
provide for conversion or exchange, upon exercise of Warrants or pursuant
to the antidilution provisions of any such
securities.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
rule 457(o) under the Securities Act, and exclusive as accrued interest,
distributions and dividends, if
any.
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(3)
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Not
specified as to each class of securities to be registered hereunder
pursuant to General Instruction II(D) to Form S-3 under the Securities
Act.
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(4)
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Calculated
pursuant to Rule 457 under the Securities Act, which permits the
registration fee to be calculated on the basis of the maximum aggregate
offering price of all securities
listed.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended, or until this Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject
to Completion, Dated December 30, 2008
PROSPECTUS
$40,000,000
CHINA
PRECISION STEEL, INC.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
We may offer, issue and sell shares of
our common stock, par value $0.001, preferred stock, par value $0.001, debt
securities and warrants from time to time, in one or more issuances. This
prospectus provides a general description of offerings of these securities that
we may undertake. The aggregate public offering price of securities
being offered will not exceed $40,000,000.
Each time we sell shares of our common
stock, preferred stock, debt securities and warrants pursuant to this
prospectus, we will provide the specific terms of such offering in a supplement
to this prospectus. The prospectus supplement may also add, update, or change
information contained in this prospectus. You should read this prospectus and
the accompanying prospectus supplement, together with additional information
described under the heading “Where You Can Find More Information” and
“Information Incorporated by Reference,” before you make your investment
decision.
This prospectus may not be used to
offer or sell our common stock, preferred stock, debt securities or warrants to
purchase common stock unless accompanied by a prospectus supplement. The
information contained or incorporated in this prospectus or in any prospectus
supplement is accurate only as of the date of this prospectus, or such
prospectus supplement, as applicable, regardless of the time of delivery of this
prospectus or any sale of these securities.
Our
common stock is listed on the NASDAQ Capital Market under the symbol
“CPSL.” On December 26, 2008, the last reported per share sale price
of our common stock was $1.22. You are urged to obtain current market
quotations of our common stock before purchasing any of the shares being offered
for sale pursuant to this prospectus.
We may offer securities through
underwriting syndicates managed or co-managed by one or more underwriters,
through agents, or directly to purchasers. The prospectus supplement
for each offering of securities will describe the plan of distribution for that
offering. For general information about the distribution of
securities offered, please see “Plan of Distribution” in this
prospectus.
Investing
in the securities being offered pursuant to this prospectus involves a high
degree of risk. You should carefully read and consider the information set forth
in the section of this prospectus titled “Risk Factors,” beginning on page 7,
when determining whether to purchase any of these shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus or
any prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date
of this prospectus is _____________,
2008
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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5
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Risk
Factors
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7
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Forward-Looking
Statements
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7
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Use
of Proceeds
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7
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Ratio
of Earnings to Fixed Charges
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7
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Description
of Securities
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8
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Plan
of Distribution
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13
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Legal
Matters
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14
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Experts
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14
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Where
You Can Find More Information
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15
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Incorporation
of Certain Information By Reference
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15
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INFORMATION
CONTAINED IN THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and
Exchange Commission, or the SEC. You should rely only on the information we have
provided or incorporated by reference in this prospectus, any prospectus
supplement or any free writing prospectus. No person has been
authorized to give any information or to make any representation not contained
in this prospectus in connection with this offering of common stock, preferred
stock, debt securities and warrants and, if given or made, no one may rely on
such unauthorized information or representations. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the common stock, preferred stock, debt securities and
warrants to which it relates, or an offer to sell or the solicitation of an
offer to buy such securities in any jurisdiction in which such offer or
solicitation may not be legally made. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof. You should assume that the
information in this prospectus or any prospectus supplement is accurate only as
of the date on the front of the document and that any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of shares of common stock, preferred stock, debt securities or
warrants. In this prospectus and any prospectus supplement, unless
otherwise indicated, “CPSL,” “the Company,” “we,” “us” and “our” refer to China
Precision Steel, Inc. and its subsidiaries.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or SEC, using a “shelf” registration process. Under
this shelf registration process, we may offer shares of common stock, preferred
stock, debt securities or warrants described in this prospectus in one or more
offerings up to a total dollar amount of $40,000,000. Each time we offer common
stock, preferred stock, debt securities or warrants we will provide a prospectus
supplement that will contain more specific information about the securities
offered. We may also add, update or change in the prospectus supplement any of
the information contained in this prospectus. This prospectus, together with
applicable prospectus supplements, includes all material information relating to
this offering. Please read carefully both this prospectus and any prospectus
supplement, together with the additional information described below under
“Where You Can Find More Information.” THIS PROSPECTUS MAY NOT BE USED TO
CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.
4
PROSPECTUS
SUMMARY
This
summary highlights information about us and the securities being offered by this
prospectus. This summary is not complete and may not contain all of
the information that you should consider prior to investing in our common stock,
preferred stock, debt securities or warrants. You should read this
prospectus, including all documents incorporated herein by reference, together
with additional information described under the heading “Where You Can Find More
Information.”
Our
Company
We are a
Delaware holding company whose China-based operating subsidiaries are primarily
engaged in the manufacture
and sale of high precision cold-rolled steel products and in the provision of
heat treatment and cutting of medium and high carbon hot-rolled steel
strips. We are headquartered in Sheung Wan, Hong Kong.
We became
a public company in May 1997 through a reverse merger with SSI Capital
Corporation. At that time, we changed our name to OraLabs Holding Corp. and our
principal business was the production and sale of consumer products relating to
oral care and lip care and the distribution of nutritional supplements through
our wholly-owned subsidiary, OraLabs, Inc. In December 2006, we merged with
Partner Success Holdings Limited, or PSHL, a British Virgin Islands business
company which owns Chengtong. In connection with that transaction, we
subsequently redeemed all of the shares of our outstanding common stock owned by
our former President, Gary Schlatter, in exchange for all of the issued shares
of OraLabs, Inc. Thereafter, we renamed ourselves China Precision Steel, Inc. to
reflect our continuing operations.
Through
our wholly-owned operating subsidiaries, Shanghai Chengtong Precision Strip
Company Limited, or Chengtong and Shanghai Blessford Alloy Company Limited, or
Shanghai Blessford, we are a niche and high value-added steel processing
company. We use commodity steel to create a specialty premium steel
intended to yield above-average industry gross margins. Specialty precision
steel pertains to the precision of measurements and tolerances of thickness,
shape, width, surface finish and other special quality features of
highly-engineered end-use applications. We manufacture and sell
precision ultra-thin and high strength cold-rolled steel products with
thicknesses ranging from 7.5 mm to 0.03 mm. We also provide heat treatment and
cutting and slitting of cold-rolled steel strips not exceeding 7.5 mm thickness.
Our process puts hot-rolled de-scaled (pickled) steel coils through a
cold-rolling mill, utilizing our patented systems and high technology reduction
processing procedures, to make steel coils and sheets in customized thicknesses,
according to customer specifications. Currently, our specialty
precision products are mainly used in the manufacture of automobile parts and
components, steel roofing, plane friction discs, appliances, food packaging
materials, saw blades, textile needles and microelectronics.
Most of
our sales are made domestically in China, however, over the course of the past
two years, we have begun to alter our product mix to meet market demands in our
primary market, as well as to expand into overseas
markets. During fiscal 2007, we began exporting our
cold-rolled steel products to Nigeria, Thailand, Indonesia and the
Philippines. We intend to expand into additional
overseas markets in the future, subject to suitable market conditions and
favorable regulatory controls. We continue to focus on the production
of higher margin products, although we have increased production of certain of
our lower margin products due to market demand. These changes in our
strategy have created increased capital requirements as we have sought to
construct additional rolling mills to accommodate our planned
growth.
Our
market is highly competitive, although we have focused on a niche market that
allows us to compete effectively as we continue to grow our
business. We face significant competition for raw materials,
especially crude steel, and our financial results may be impacted by changes in
the market prices for these materials. Given our size, we do not have
the ability to influence the prices at which we must purchase raw
materials. However, the nature of our products enable us to pass on
all or part of the price fluctuations in raw materials to our
customers.
As of
June 30, 2008, we had an annual production capacity of approximately 120,000
tons. Our second
cold-rolling mill, which has been operating since October 2006 with a production
design capacity of 120,000 tons, has an approximately 50% utilization rate as of
June 30, 2008, and is expected to reach 80% to 90% capacity by the end of
calendar year 2009. We plan to commence construction of our third mill in the
last quarter of calendar year 2008, which has an equivalent design capacity.
Each mill takes approximately three to four years to reach full operating
capacity. The second and third mills will focus on the production of
high carbon, high strength cold-rolled steel products and the production of more
complex precision steel products that cannot be manufactured in our first
rolling mill. Our first rolling mill, which has an operating capacity of 60,000
to 70,000 tons depending on the thickness of the steel processed, will continue
to primarily manufacture low carbon precision cold-rolled steel
products.
5
During
the fiscal years ended June 30, 2008, 2007 and 2006, we earned net income before
discontinued operations of $18,583,111, $7,472,661, and $7,514,101,
respectively. The discontinued operations represent those of OraLabs,
Inc. which was spun off from the Company in December of 2006. At June
30, 2008, we had total assets of $165,535,370. Chengtong and Shanghai
Blessford currently have approximately 283 employees, including 45 senior
management and technical staff members, and leases 20,000 square meters of
production facilities in Jiading District, Shanghai, on four acres of
property.
Principal
Executive Offices
Our
corporate headquarters are located at 18th Floor,
Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, and our telephone
number is (011) 852-2543-2290. Our agent for service of process in
the United States is Corporation Service Company, 2711 Centerville Road,
Wilmington, Delaware 19808. Our common stock is listed on The NASDAQ
Capital Market under the symbol “CPSL.” Although we maintain a
website at www.chinaprecisionsteelinc.com,
we do not intend that information available on our website be incorporated into
this filing. As used herein, the “Group” refers to the Company, PSHL,
BFI, Chengtong and Shanghai Blessford on a consolidated basis.
6
RISK
FACTORS
We
operate in a highly competitive environment in which there are numerous factors
which can influence our business, financial position or results of operations
and which can also cause the market value of our securities to
decline. Many of these factors are beyond our control and therefore,
are difficult to predict. You should read the section entitled “Risk
Factors” in our most recent Annual Report on Form 10-K and our most recent
Quarterly Reports on Form 10-Q, which are incorporated herein by
reference. That section discusses what we believe to be the principal
risks that could affect us, our business or our industry, and which could result
in a material adverse impact on our financial results or cause the market price
of our common stock to fluctuate or decline. However, there may be
additional risks and uncertainties not currently known to us or that we
presently deem immaterial that could also affect our business operations and the
market value of our securities.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains and incorporates “forward-looking statements” within the
meaning of Section 27A of the United States Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the United States Securities Exchange
Act of 1934, as amended, or the Exchange Act. Any statements about
our expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be
forward-looking. These statements are often, but not always, made
through the use of words or phrases like “anticipate,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,”
“we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we
plan,” the negative of those terms, and similar words or phrases. We
base these forward-looking statements on our expectations, assumptions,
estimates and projections about our business and the industry in which we
operate as of the date of this prospectus. These forward-looking
statements are subject to a number of risks and uncertainties that cannot be
predicted, quantified or controlled and that could cause actual results to
differ materially from those set forth in, contemplated by, or underlying the
forward-looking statements. Statements in this prospectus and in
documents incorporated into this prospectus, including those set forth below in
“Risk Factors, “describe factors, among others, that could contribute to or
cause these differences.
Because
the factors discussed in this prospectus or incorporated by reference could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to predict which will
arise. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements.
USE
OF PROCEEDS
Except
specified otherwise in any prospectus supplement, we expect to use the net
proceeds from the sale of the securities offered hereby to finance our growth
plans including possible acquisitions and/or to fund the future expansion of our
existing manufacturing facilities, as well as for general working capital
purposes. Pending these uses, we plan to invest the net
proceeds in investment-grade, interest-bearing securities.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table shows our consolidated ratio of earnings to fixed charges for
the periods indicated:
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Three Months
Ended
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Years Ended June 30,
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September 30, 2008
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2008
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2007
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2006
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2005
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2004
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Ratio
of earnings to fixed Charges:
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Including
deposit interest
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10.25 | 16.50 | 7.93 | 9.06 | 14.62 | 1.84 | ||||||||||||||||||
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Excluding
deposit interest
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10.19 | 16.26 | 7.84 | 9.06 | 14.62 | 1.84 | ||||||||||||||||||
We have
computed the ratio of earnings to fixed charges set forth above by dividing
earnings from continuing operations by fixed charges. For the purpose of
determining the ratios, earnings include pre-tax income from continuing
operations, extraordinary charges and changes in accounting principles plus
fixed charges (excluding capitalized interest). Fixed charges consist of the sum
of interest on all indebtedness (including capitalized interest), interest
expense on deposits, as applicable, and interest within rental expense, which is
estimated to be one-third of rental expense.
7
DESCRIPTION
OF SECURITIES
The
following description, together with the additional information included in any
applicable prospectus supplement, summarizes the material terms of our
securities that may be offer under this prospectus. For a complete
description of the terms of our common stock and preferred stock, please refer
to our certificate of incorporation and our amended and restated by-laws, each
of which are incorporated by reference into the registration statement which
includes this prospectus. The terms of our common and preferred stock
may also be affected by the General Corporation Law of Delaware. We
will also include in the prospectus supplement, where applicable, information
about material United States federal income tax considerations relating to our
securities. See “Where You Can Find More Information.”
Common
Stock
We are
authorized to issue up to 62,000,000 shares of common stock, par value
$0.001. As of December 26, 2008, there were 46,562,955 shares of our
common stock outstanding held by approximately 879 stockholders, and no
preferred shares issued and outstanding. Holders of our common stock
are entitled to one vote for each share held on all matters submitted to a vote
of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common
stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of our common stock are
entitled to receive proportionately any dividends as may be declared by our
board of directors. Upon our liquidation, dissolution or winding up,
the holders of our common stock are entitled to receive proportionately our net
assets available for distribution after the payment of all debts and other
liabilities. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. Our common stock is
traded on The NASDAQ Capital Market under the symbol “CPSL.”
All of
our issued and outstanding shares of common stock are duly authorized, validly
issued, fully paid and nonassessable. The rights, preferences and
privileges of holders of our common stock are subject to and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock which we may, subject to stockholder approval, authorize, designate and
issue in the future. To the extent that additional shares of our
common stock are issued, the relative interests of existing stockholders will be
diluted.
Preferred
Stock
We are
authorized to issue up to 8,000,000 shares of preferred shares, par value
$0.001, issuable in series. No shares of preferred stock are
currently outstanding. Our board of directors is authorized, subject
to limits imposed by relevant Delaware laws, to issue shares of preferred stock
in one or more classes or series within a class upon authority of the board
without further stockholder approval. Any preferred stock issued in
the future may rank senior to the common stock with respect to the payment of
dividends or amounts upon liquidation, dissolution or winding up of us, or
both. In addition, any such shares of preferred stock may have class
or series voting rights.
If we
offer a specific series of preferred stock under this prospectus, we will
describe the terms of the preferred stock in the prospectus supplement for such
offering and will file a copy of the certificate establishing the terms of the
preferred stock with the SEC. To the extent required, this description will
include:
• the title and stated
value;
• the number of shares
offered, the liquidation preference per share and the purchase
price;
• the dividend rate(s),
period(s) and/or payment date(s), or method(s) of calculation for such
dividends;
• whether dividends will
be cumulative or non-cumulative and, if cumulative, the date from which
dividends will accumulate;
• the procedures for any
auction and remarketing, if any;
8
• the provisions for a
sinking fund, if any;
• the provisions for
redemption, if applicable;
• any listing of the
preferred stock on any securities exchange or market;
• whether the preferred
stock will be convertible into our common stock, and, if applicable, the
conversion price (or how it will be calculated) and conversion
period;
• whether the preferred
stock will be exchangeable into debt securities, and, if applicable, the
exchange price (or how it will be calculated) and exchange
period;
• voting rights, if any,
of the preferred stock;
• a discussion of any
material and/or special U.S. federal income tax considerations applicable to the
preferred stock;
• the relative ranking
and preferences of the preferred stock as to dividend rights and rights upon
liquidation, dissolution or winding up of the affairs of China Precision Steel,
Inc.; and
• any material
limitations on issuance of any class or series of preferred stock ranking senior
to or on a parity with the series of preferred stock as to dividend rights and
rights upon liquidation, dissolution or winding up of China Precision Steel,
Inc.
Debt
Securities
We may
issue senior or subordinated debt securities. The senior debt securities and, in
the case of debt securities in bearer form, any coupons to these securities,
will constitute part of our senior debt and, except as otherwise provided in the
applicable prospectus supplement, will rank on a parity with all of our other
unsecured and unsubordinated debt. The subordinated debt securities and any
coupons will constitute part of our subordinated debt and will be subordinate
and junior in right of payment to all of our “senior indebtedness” (as defined
herein). If this prospectus is being delivered in connection with a series of
subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. If issued, there will be one indenture for senior debt
securities and one for subordinated debt securities.
Payments
We may
issue debt securities from time to time in one or more series. The provisions of
each indenture may allow us to “reopen” a previous issue of a series of debt
securities and issue additional debt securities of that issue. The debt
securities may be denominated and payable in U.S. dollars.
Debt
securities may bear interest at a fixed rate or a floating rate, which, in
either case, may be zero, or at a rate that varies during the lifetime of the
debt security. Debt securities may be sold at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates. The applicable prospectus supplement
will describe the federal income tax consequences and special considerations
applicable to any such debt securities.
Terms
Specified in Prospectus Supplement
The
prospectus supplement will contain, where applicable, the following terms of and
other information relating to any offered debt securities:
•
classification as senior or subordinated debt securities and the specific
designation;
•
aggregate principal amount, purchase price and denomination;
•
currency in which the debt securities are denominated and/or in which principal,
and premium, if any, and/or interest, if any, is payable;
•
date of maturity;
•
the interest rate or rates or the method by which the interest rate or rates
will be determined, if any;
•
the interest payment dates, if any;
9
•
the place or places for payment of the principal of and any premium and/or
interest on the debt securities;
•
any repayment, redemption, prepayment or sinking fund provisions, including any
redemption notice provisions;
•
whether we will issue the debt securities in registered form or bearer
form or both and, if we are offering debt securities in bearer form,
any restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of those debt securities in bearer
form;
•
whether we will issue the debt securities in definitive form and under what
terms and conditions;
•
the terms on which holders of the debt securities may convert or exchange these
securities into or for common or preferred stock or other securities of ours
offered hereby, into or for common or preferred stock or other securities of an
entity affiliated with us or debt or equity or other securities of an entity not
affiliated with us, or for the cash value of our stock or any of the above
securities, the terms on which conversion or exchange may occur, including
whether conversion or exchange is mandatory, at the option of the holder or at
our option, the period during which conversion or exchange may occur, the
initial conversion or exchange price or rate and the circumstances or manner in
which the amount of common or preferred stock or other securities issuable upon
conversion or exchange may be adjusted;
•
information as to the methods for determining the amount of principal or
interest payable on any date and/or the currencies, securities or baskets of
securities, commodities or indices to which the amount payable on that date is
linked;
•
any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or
registrars;
•
the depository for global certificated securities, if any; and
•
any other specific terms of the debt securities, including any additional events
of default or covenants, and any terms required by or advisable under applicable
laws or regulations.
Registration
and Transfer of Debt Securities
Holders
may present debt securities for exchange, and holders of registered debt
securities may present these securities for transfer, in the manner, at the
places and subject to the restrictions stated in the debt securities and
described in the applicable prospectus supplement. We will provide these
services without charge except for any tax or other governmental charge payable
in connection with these services and subject to any limitations provided in the
applicable indenture.
Subordination
Provisions
The
prospectus supplement relating to any offering of subordinated debt securities
will describe the specific subordination provisions. However, unless otherwise
noted in the prospectus supplement, subordinated debt securities will be
subordinate and junior in right of payment to all of our senior indebtedness, to
the extent and in the manner set forth in the subordinated indenture. The
indenture for any subordinated debt securities will define the applicable
“senior indebtedness.” Senior indebtedness shall continue to be senior
indebtedness and be entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any term of such senior
indebtedness.
The
applicable prospectus supplement will describe the circumstances under which we
may withhold payment of principal of, or any premium or interest on, any
subordinated debt securities. In such event, any payment or distribution under
the subordinated debt securities, whether in cash, securities or other property,
which would otherwise (but for the subordination provisions) be payable or
deliverable in respect of the subordinated debt securities, will be paid or
delivered directly to the holders of senior indebtedness or their
representatives or trustees in accordance with the priorities then existing
among such holders as calculated by us until all senior indebtedness has been
paid in full. If any payment or distribution under the subordinated debt
securities is received by the trustee of any subordinated debt securities in
contravention of any of the terms of the subordinated indenture and before all
the senior indebtedness has been paid in full, such payment or distribution will
be received in trust for the benefit of, and paid over or delivered to, the
holders of the senior indebtedness or their representatives or trustees at the
time outstanding in accordance with the priorities then existing among such
holders as calculated by us for application to the payment of all senior
indebtedness remaining unpaid to the extent necessary to pay all such senior
indebtedness in full.
10
|
Covenants
|
The
applicable prospectus supplement will contain, where applicable, the following
information about any senior debt securities issued under it:
•
the terms and conditions of any restrictions on our ability to create, assume,
incur or guarantee any indebtedness for borrowed money that is secured by a
pledge, lien or other encumbrance; and
•
the terms and conditions of any restrictions on our ability to merge or
consolidate with any other person or to sell, lease or convey all or
substantially all of our assets to any other person.
Events
of Default
The
indenture for any senior debt securities will provide holders of the securities
with the terms of remedies if we fail to perform specific obligations, such as
making payments on the debt securities or other indebtedness, or if we become
bankrupt. Holders should review these provisions and understand which of our
actions trigger an event of default and which actions do not. The indenture may
provide for the issuance of debt securities in one or more series and whether an
event of default has occurred may be determined on a series by series basis. The
events of default will be defined under the indenture and described in the
prospectus supplement.
The
prospectus supplement will contain:
•
the terms and conditions, if any, by which the securities holders may
declare the principal of all debt securities of each affected series and
interest accrued thereon to be due and payable immediately;
and
•
the terms and conditions, if any, under which all of the principal of all debt
securities and interest accrued thereon shall be immediately due and
payable.
The
prospectus supplement will also contain a description of the method by which the
holders of the outstanding debt securities may annul past declarations of
acceleration of, or waive past defaults of, the debt securities.
The
indenture will contain a provision entitling the trustee, subject to the duty of
the trustee during a default to act with the required standard of care, to be
indemnified by the holders of debt securities issued under the indenture before
proceeding to exercise any trust or power at the request of
holders.
The
prospectus supplement will contain a description of the method by which the
holders of outstanding debt securities may direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee, or
exercising any trust or power conferred on the trustee.
The
indenture will provide that no individual holder of debt securities may
institute any action against us under the indenture, except actions for payment
of overdue principal and interest. The prospectus supplement will contain a
description of the circumstances under which a holder may exercise this
right.
The
indenture will contain a covenant that we will file annually with the trustee a
certificate of no default or a certificate specifying any default that
exists.
|
Discharge
|
The
prospectus supplement will contain a description of our ability to eliminate
most or all of our obligations on any series of debt securities prior to
maturity provided we comply with the provisions described in the prospectus
supplement.
We will
also have the ability to discharge all of our obligations, other than as to
transfers and exchanges, under any series of debt securities at any time, which
we refer to as “defeasance.” We may be released with respect to any outstanding
series of debt securities from the obligations imposed by any covenants limiting
liens and consolidations, mergers, and asset sales, and elect not to comply with
those sections without creating an event of default. Discharge under those
procedures is called “covenant defeasance.” The conditions we must satisfy to
exercise covenant defeasance with respect to a series of debt securities will be
described in the applicable prospectus supplement.
11
|
Modification
of the Indenture
|
The
prospectus supplement will contain a description of our ability and the terms
and conditions under which, with the applicable trustee, we may enter into
supplemental indentures which make certain changes that do not adversely affect
in any material respect the interests of the holders of any series without the
consent of the holders of debt securities issued under a particular
indenture.
The
prospectus supplement will contain a description of the method by which we and
the applicable trustee, with the consent of the holders of outstanding debt
securities, may add any provisions to, or change in any manner or eliminate any
of the provisions of, the applicable indenture or modify in any manner the
rights of the holders of those debt securities. The prospectus supplement will
also describe the circumstances under which we may not exercise on this right
without the consent of each holder that would be affected by such
change.
We may
not amend a supplemental indenture relating to subordinated debt securities to
alter the subordination of any outstanding subordinated debt securities without
the written consent of each potentially adversely affected holder of
subordinated and senior indebtedness then outstanding.
Warrants
We may
issue warrants to purchase preferred stock or common stock. We may offer
warrants separately or together with one or more additional warrants, shares of
preferred stock or common stock, or any combination of those securities in the
form of units, as described in the applicable prospectus supplement. If we issue
warrants as part of a unit, the prospectus supplement will specify whether those
warrants may be separated from the other securities in the unit prior to the
warrants' expiration date. We may issue the warrants under warrant agreements to
be entered into between us and a bank or trust company, as warrant agent, all as
described in the prospectus supplement. If we issue the warrants under warrant
agreements, the warrant agent will act solely as our agent in connection with
the warrants and will not assume any obligation or relationship of agency or
trust for or with any holders or beneficial owners of warrants. We will describe
the particular terms of any warrants that we offer in the prospectus supplement
relating to those warrants.
The
applicable prospectus supplement will contain, where applicable, the following
terms of, and other information relating to, the warrants:
• the specific
designation and aggregate number of, and the price at which we will issue, the
warrants;
• the currency or
currency units in which the offering price, if any, and the exercise price are
payable;
• the designation,
amount and terms of the securities purchasable upon exercise of the
warrants;
• if applicable, the
exercise price for shares of our common stock and the number of shares of common
stock to be received upon exercise of the warrants;
• if applicable, the
exercise price for shares of our preferred stock, the number of shares of
preferred stock to be received upon exercise, and a description of that series
of our preferred stock;
• if applicable, the
exercise price for our debt securities, the amount of debt securities to be
received upon exercise, and a description of that series of debt
securities;
• the date on which the
right to exercise the warrants will begin and the date on which that right will
expire or, if you may not continuously exercise the warrants throughout that
period, the specific date or dates on which you may exercise the
warrants;
• whether the warrants
will be issued in fully registered form or bearer form, in definitive or global
form or in any combination of these forms, although, in any case, the form of a
warrant included in a unit will correspond to the form of the unit and of any
security included in that unit;
• any applicable
material U.S. federal income tax consequences;
the
identity of the warrant agent for the warrants and of any other depositaries,
execution or paying agents, transfer agents, registrars or other
agents;
• the proposed listing,
if any, of the warrants or any securities purchasable upon exercise of the
warrants on any securities exchange;
12
• if applicable, the
date from and after which the warrants and the common stock, preferred stock
and/or debt securities will be separately transferable;
• if applicable, the
minimum or maximum amount of the warrants that may be exercised at any one
time;
• information with
respect to book-entry procedures, if any;
• the anti-dilution
provisions of the warrants, if any;
• any redemption or call
provisions;
• whether the warrants
are to be sold separately or with other securities as parts of units;
and
• any additional terms
of the warrants, including terms, procedures and limitations relating to the
exchange and exercise of the warrants.
Anti-takeover
Effects of Our Certificate of Incorporation and By-laws
Our Certificate of Incorporation and By-laws, as well as Delaware corporate law,
contain provisions that could delay or prevent a change of control or changes in
our management that a stockholder might consider favorable and may prevent you
from receiving a takeover premium for your shares. These provisions
include, for example: (i) our certificate of incorporation provides that only
our Chairman or any three (3) board members may call a special meeting of
stockholders; (ii) our Certificate of Incorporation cannot be amended unless our
board of directors recommends the amendment; (iii) our stockholders
cannot increase the size of our board of directors to more than nine (9) without
the approval of the board of directors; (iv) our board of directors is
authorized to issue up to 8,000,000 preferred shares without a stockholder vote;
and (v) our stockholders may not remove members from our board of directors
except for cause.
We are a
Delaware corporation subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. Generally, this statute prohibits
a publicly-held Delaware corporation from engaging in a business combination
with an interested stockholder (generally, persons who beneficially own 15% or
more of our outstanding voting stock), for a period of three years after the
date of the transaction in which such person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the stockholder. We anticipate that the
provisions of Section 203 may encourage parties interested in acquiring us to
negotiate in advance with our board of directors, because the stockholder
approval requirement would be avoided if a majority of the directors then in
office approve either the business combination or the transaction that results
in the stockholder becoming an interested stockholder. These
provisions apply even if the offer may be considered beneficial by some of our
stockholders.
Transfer
Agent and Registrar
The
transfer agent and registrar for our securities is Corporate Stock Transfer,
Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, and its
telephone number is (303) 282-4800.
PLAN
OF DISTRIBUTION
We may
sell the common stock, preferred stock, debt securities and warrants from time
to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods. We may sell the securities
(1) through underwriters or dealers, (2) through agents and/or
(3) directly to one or more purchasers. We may distribute the common stock
from time to time in one or more transactions:
|
·
|
at
a fixed price or prices, which may be
changed;
|
|
·
|
at
market prices prevailing at the time of
sale;
|
|
·
|
at
prices related to such prevailing market
prices; or
|
|
·
|
at
negotiated prices.
|
13
We may
solicit directly offers to purchase the common stock, preferred stock, debt
securities and warrants being offered by this prospectus. We may also designate
agents to solicit offers to purchase the securities from time to time. We will
name in a prospectus supplement any agent involved in the offer or sale of our
securities.
If we
utilize a dealer in the sale of the common stock, preferred stock, debt
securities and warrants being offered by this prospectus, we will sell these
securities to the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer at the
time of resale.
If we
utilize an underwriter in the sale of the securities being offered by this
prospectus, we will execute an underwriting agreement with the underwriter at
the time of sale and we will provide the name of any underwriter in the
prospectus supplement that the underwriter will use to make resales of the
common stock, preferred stock, debt securities and warrants to the public. In
connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the
form of underwriting discounts or commissions. The underwriter may sell the
common stock, preferred stock, debt securities and warrants to or through
dealers, and the underwriter may compensate those dealers in the form of
discounts, concessions or commissions.
We will
provide in the applicable prospectus supplement any compensation we pay to
underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters within the meaning of the Securities Act of 1933 and any discounts
and commissions received by them and any profit realized by them on resale of
the securities may be deemed to be underwriting discounts and commissions. We
may enter into agreements to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act, or to
contribute to payments they may be required to make in respect
thereof. The underwriters, dealers and agents may engage in other
transactions with us, or perform services for us, in the ordinary course of
business.
Any
underwriter may engage in over-allotment, stabilizing and syndicate short
covering transactions and penalty bids in accordance with Regulation M of the
Exchange Act. Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions involve bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate short covering transactions involve purchases of
securities in the open market after the distribution has been completed in order
to cover syndicate short positions. Penalty bids permit the underwriters to
reclaim selling concessions from dealers when the securities originally sold by
such dealers are purchased in covering transactions to cover syndicate short
positions. These transactions may cause the price of the securities sold in an
offering to be higher than it would otherwise be. These transactions, if
commenced, may be discontinued by the underwriters at any time.
Our
common stock currently is traded on the NASDAQ Capital Market. Any
shares of our common stock sold pursuant to a prospectus supplement also will be
traded on the NASDAQ Capital Market or on an exchange on which our common stock
offered is then listed, subject (if applicable) to official notice of issuance.
We are not obligated to maintain our listing on the NASDAQ Capital Market. Any
underwriters to whom we sell our securities for public offering and sale may
make a market in the securities that they purchase, but the underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice.
The
anticipated date of delivery of the securities offered hereby will be set forth
in the applicable prospectus supplement relating to each offering.
LEGAL
MATTERS
The
validity of the issuance of the securities being offered by this prospectus will
be passed upon by Pillsbury Winthrop Shaw Pittman LLP, San Francisco,
California.
EXPERTS
The
consolidated financial statements of China Precision Steel, Inc. for the years
ended June 30, 2008 and June 30, 2007, appearing in our Annual Report on Form
10-K for those years, have been audited by Moore Stephens, an Independent
Registered Public Accounting Firm and by Murrell, Hall, McIntosh & Co.,
PLLP, an Independent Registered Public Accounting Firm, respectively, as set
forth in their reports included therein and are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
14
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934. Such reports
and other information may be inspected and copied at the SEC’s Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC also maintains an Internet site that contains reports,
proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of the SEC’s web site is
http://www.sec.gov.
We have
filed a registration statement on Form S-3 with the SEC to register the resale
of shares of common stock, preferred stock and warrants offered pursuant to this
prospectus. This prospectus is part of that registration statement
and, as permitted by the SEC’s rules, does not contain all of the information
included in the registration statement. For further information about
us, the shares and our common stock, preferred stock and warrants, you may refer
to the registration statement and its exhibits and schedules as well as the
documents described herein or incorporated herein by reference. You
can review and copy these documents at the public reference facilities
maintained by the SEC or on the SEC’s website as described above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” into this prospectus the information
that we have filed with the SEC, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and the information that we file later with the SEC will automatically update
and supercede the information contained in this prospectus. We
incorporate by reference the following documents that we have filed with the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act: (i) our Annual Report on
Form 10-K for the fiscal year ended June 30, 2008, as amended; (ii) our
Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30,
2008; (iii) our Current Report on Form 8-K filed on November 12, 2008; and (iv)
all of our filings pursuant to the Exchange Act after the date of filing of the
initial registration statement and prior to the effectiveness of the
registration statement.
This
prospectus may contain information that updates, modifies or is contrary to
information in one or more of the documents incorporated by reference in this
prospectus. Reports we file with the SEC after the date of this
prospectus may also contain information that updates, modifies or is contrary to
information in this prospectus or in documents incorporated by reference in this
prospectus. All documents that we file after the date of this
prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus. Investors should review these reports
as they may disclose a change in our business, prospects, financial condition or
other affairs after the date of this prospectus.
You
should rely only upon the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with any other information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front page of those
documents.
Upon the
written or oral request of any person, including a beneficial owner, to whom
this prospectus is delivered, we will provide, at no cost, a copy of any or all
of the information that is incorporated by reference in this prospectus but not
delivered with this prospectus. Requests for such documents should be
directed to: China Precision Steel, Inc., 8th Floor, Teda Building, 87 Wing Lok
Street, Sheung Wan, Hong Kong, People’s Republic of China, Attn: Investor
Relations (telephone +852-2543-8223).
15
PROSPECTUS
$40,000,000
CHINA
PRECISION STEEL, INC.
Common
Stock
Preferred
Stock
Warrants
PROSPECTUS
_________________,
2008
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses to be paid by us in connection
with the sale of the shares of common stock, preferred stock and warrants being
registered hereby. All amounts are estimates, except for the SEC
registration fee.
|
SEC
registration fee
|
$ | 1,572 | ||
|
Accounting
fees and expenses
|
* | |||
|
Legal
fees and expenses
|
* | |||
|
Transfer
agent and registrar fees and expenses
|
* | |||
|
Miscellaneous
expenses
|
* | |||
|
Total
|
* |
* To
be filed by amendment.
Item
15. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually or
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
the defendant directors, officers, employees or agents are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of
liability.
Our
certificate of incorporation states that our directors will not have personal
liability for monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law prohibits the
elimination or limitation of liability of directors for breaches of fiduciary
duty. We also carry liability insurance covering each of our
directors and officers.
Our
bylaws require us to indemnify our former and current directors and officers of
the Company against expenses incurred in any action brought against those
persons as a result of their role with the Company, to the fullest extent
permitted by law. Our board of directors has the discretion to
indemnify other persons acting in their capacity as authorized representatives
of the Company to the same extent. Similarly, we may, in some
circumstances, advance to a person potentially eligible for indemnification the
expenses incurred in defending such an action.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be
permitted to our directors, officers or persons controlling the company pursuant
to provisions of our articles of incorporation and bylaws, or otherwise, we have
been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification by such
director, officer or controlling person of us in the successful defense of any
action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
II -
2
The
majority of our directors and all of our executive officers reside outside the
United States. In addition, our principal executive office is located
in Hong Kong. Outside the United States, it may be difficult for
investors to enforce judgments obtained against the Company, our director or our
officers in actions brought in the United States, including actions predicated
upon the civil liability provisions of U.S. federal securities
laws.
At the
present time, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of ours in which indemnification would be
required or permitted. We are not aware of any threatened litigation
or proceeding, which may result in a claim for such
indemnification.
Item
16. Exhibits.
The
following exhibits are filed herewith and as a part of this registration
statement:
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
3.1
|
Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
3.1)
|
|
|
3.2
|
Second
Amended and Restated Bylaws (incorporated herein by reference to the
Company’s Form 10-KSB, dated March 31, 1999, Exhibit
3.1.II)
|
|
|
4.1
|
Specimen
Certificate for Common Stock (incorporated herein by reference to the
Company’s Form 10-Q for the quarterly period ended December 31, 2006,
dated February 13, 2007, Exhibit 3.1)
|
|
|
4.2
|
Form
of Warrant (incorporated herein by reference to the Company’s Form 8-K,
dated February 16, 2007, Exhibit 4.1)
|
|
|
4.3
|
Warrant,
dated February 22, 2007, to Belmont Capital Group Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 4.2)
|
|
|
4.4
|
Warrant,
dated February 22, 2007, to CCG Elite Investor Relations
(incorporated herein by reference to the Company’s Form 8-K, dated
February 16, 2007, Exhibit 4.3)
|
|
|
5.1*
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP
|
|
|
10.1
|
Redemption
Agreement, dated December 28, 2006 (incorporated herein by reference to
the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.1)
|
|
|
10.2
|
Tax
Indemnity Agreement, dated December 28, 2006 (incorporated herein by
reference to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.2)
|
|
|
10.3
|
2006
Long Term Incentive Plan (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.3)
|
|
|
10.4
|
2006
Director Stock Plan, dated March 1, 2006 (incorporated herein by reference
to the Company’s Definitive Proxy Statement, dated November 27, 2006,
Annex 3)
|
|
|
10.5
|
Equipment
Mortgage Agreement between Chengtong and Raiffeisen Zentralbank Österreich
AG, dated January 12, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.4)
|
|
|
10.6
|
Mortgage
Agreement on Immovables between Shanghai Tuorong Precision Strip Company
Limited and Raisffesien Zentralbank Öesterreich AG, dated January 12, 2005
(incorporated herein by reference to the Company’s Form 8-K, dated January
4, 2007, Exhibit 10.5)
|
|
|
10.7
|
Letter
of Offer between Chengtong and Raiffeisen Zentralbank Österreich AG, dated
October 14, 2004 (incorporated herein by reference to the Company’s Form
8-K, dated January 4, 2007, Exhibit 10.6)
|
|
|
10.8
|
Amendment
No. 1 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated December 28, 2004 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.7)
|
II -
3
|
10.9
|
Amendment
No. 2 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated May 10, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.8)
|
|
|
10.10
|
Amendment
No. 3 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated July 26, 2005 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.9)
|
|
|
10.11
|
Debt
Reduction Agreement, dated February 13, 2007, by and among the Company, Wo
Hing Li and Partner Success Holdings Limited (incorporated herein by
reference to the Company’s Form 8-K, dated February 13, 2007, Exhibit
10.1)
|
|
|
10.12
|
Deed
of Release, dated February 13, 2007, from Wo Hing Li, in favor of the
Company, Partner Success Holdings Limited and Shanghai Chengtong Precision
Strip Co., Ltd. (incorporated herein by reference to the Company’s Form
8-K, dated February 13, 2007, Exhibit 10.2)
|
|
|
10.13
|
Amendment
to the Debt Reduction Agreement, dated February 20, 2007, by and among the
Company, Wo Hing Li and Partner Success Holdings Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 10.4)
|
|
|
10.14
|
Form
of Stock Purchase Agreement, by and among the Company and the Investors,
dated February 16, 2007 (incorporated herein by reference to the Company’s
Form 8-K, dated February 16, 2007, Exhibit 10.1)
|
|
|
10.15
|
Form
of Limited Standstill Agreement (incorporated herein by reference to the
Company’s Form 8-K, dated February 16, 2007, Exhibit
10.2)
|
|
|
10.16
|
Form
of Subscription Agreement, dated November 1, 2007 (incorporated herein by
reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.1)
|
|
|
10.17
|
Form
of Placement Agency Agreement, dated October 31, 2007 (incorporated herein
by reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.2)
|
|
|
21
|
Subsidiaries
of the Registrant (incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed on September 15, 2008, Exhibit
21)
|
|
|
22
|
Published
report regarding matters submitted to vote of security holders
(Incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 2006, dated February 13,
2007, Exhibit 99.1)
|
|
|
23.1*
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1).
|
|
|
23.2*
|
Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm
|
|
|
23.3*
|
Consent
of Moore Stephens,
Independent Registered Public Accounting Firm
|
|
|
24.1*
|
Power
of Attorney (included on the signature page
hereto).
|
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
II -
4
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement, provided, however, that
subsections (i), (ii) and (iii) above do not apply if the information required
to be included in a post-effective amendment by those subsections is contained
in reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
(i) each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
|
(5)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
II -
5
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
|
(6)
|
That,
for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide
offering thereof.
|
|
(7)
|
To
file, if applicable, an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act of 1939 in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act of 1939.
|
II -
6
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hong Kong,
China, on this 30th day of
December, 2008.
|
CHINA
PRECISION STEEL, INC.
|
|||
|
By:
|
/s/ Wo Hing Li
|
|
|
|
Wo
Hing Li, President and Chief Executive Officer
|
|||
|
(Principal
Executive Officer)
|
|||
|
By:
|
/s/ Leada Tak Tai Li
|
|
|
|
Leada
Tak Tai Li, Chief Financial Officer
|
|||
|
(Principal
Financial and Accounting
Officer)
|
|||
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature to this Registration
Statement on Form S-3 appears below hereby constitutes and appoints Wo Hing Li
and Leada Tak Tai Li, and each or any of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement , and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective on
filing pursuant to Rule 462(b) promulgated under the Securities Act of
1933, and all post-effective amendments thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or his substitute or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
on Form S-3 has been signed by the following persons in the capacities and on
the dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
Chief
Executive Officer, President
|
||||
|
/s/
Wo Hing Li
|
and
Director (Principal Executive Officer)
|
December
30, 2008
|
||
|
Wo
Hing Li
|
||||
|
Chief
Financial Officer, Secretary and Treasurer
|
||||
|
/s/
Leada Tak Tai Li
|
(Principal
Financial and Accounting Officer)
|
December
30, 2008
|
||
|
Leada
Tak Tai Li
|
||||
|
/s/
Hai Sheng Chen
|
General
Manager, Director
|
December
30, 2008
|
||
|
Hai
Sheng Chen
|
||||
|
/s/
Che Kin Lui
|
Director
|
December
30, 2008
|
||
|
Che
Kin Lui
|
||||
|
/s/
David Peter Wong
|
Director
|
December
30, 2008
|
||
|
David
Peter Wong
|
||||
|
/s/
Tung Kuen Tsui
|
Director
|
December
30, 2008
|
||
|
Tung
Kuen Tsui
|
EXHIBIT
INDEX
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
3.1
|
Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
3.1)
|
|
|
3.2
|
Second
Amended and Restated Bylaws (incorporated herein by reference to the
Company’s Form 10-KSB, dated March 31, 1999, Exhibit
3.1.II)
|
|
|
4.1
|
Specimen
Certificate for Common Stock (incorporated herein by reference to the
Company’s Form 10-Q for the quarterly period ended December 31, 2006,
dated February 13, 2007, Exhibit 3.1)
|
|
|
4.2
|
Form
of Warrant (incorporated herein by reference to the Company’s Form 8-K,
dated February 16, 2007, Exhibit 4.1)
|
|
|
4.3
|
Warrant,
dated February 22, 2007, to Belmont Capital Group Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 4.2)
|
|
|
4.4
|
Warrant,
dated February 22, 2007, to CCG Elite Investor Relations
(incorporated herein by reference to the Company’s Form 8-K, dated
February 16, 2007, Exhibit 4.3)
|
|
|
5.1*
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP
|
|
|
10.1
|
Redemption
Agreement, dated December 28, 2006 (incorporated herein by reference to
the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.1)
|
|
|
10.2
|
Tax
Indemnity Agreement, dated December 28, 2006 (incorporated herein by
reference to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.2)
|
|
|
10.3
|
2006
Long Term Incentive Plan (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.3)
|
|
|
10.4
|
2006
Director Stock Plan, dated March 1, 2006 (incorporated herein by reference
to the Company’s Definitive Proxy Statement, dated November 27, 2006,
Annex 3)
|
|
|
10.5
|
Equipment
Mortgage Agreement between Chengtong and Raiffeisen Zentralbank Österreich
AG, dated January 12, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.4)
|
|
|
|
||
|
10.6
|
Mortgage
Agreement on Immovables between Shanghai Tuorong Precision Strip Company
Limited and Raisffesien Zentralbank Öesterreich AG, dated January 12, 2005
(incorporated herein by reference to the Company’s Form 8-K, dated January
4, 2007, Exhibit 10.5)
|
|
|
10.7
|
Letter
of Offer between Chengtong and Raiffeisen Zentralbank Österreich AG, dated
October 14, 2004 (incorporated herein by reference to the Company’s Form
8-K, dated January 4, 2007, Exhibit 10.6)
|
|
|
10.8
|
Amendment
No. 1 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated December 28, 2004 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.7)
|
|
|
10.9
|
Amendment
No. 2 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated May 10, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.8)
|
|
10.10
|
Amendment
No. 3 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated July 26, 2005 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.9)
|
|
|
10.11
|
Debt
Reduction Agreement, dated February 13, 2007, by and among the Company, Wo
Hing Li and Partner Success Holdings Limited (incorporated herein by
reference to the Company’s Form 8-K, dated February 13, 2007, Exhibit
10.1)
|
|
|
10.12
|
Deed
of Release, dated February 13, 2007, from Wo Hing Li, in favor of the
Company, Partner Success Holdings Limited and Shanghai Chengtong Precision
Strip Co., Ltd. (incorporated herein by reference to the Company’s Form
8-K, dated February 13, 2007, Exhibit 10.2)
|
|
|
10.13
|
Amendment
to the Debt Reduction Agreement, dated February 20, 2007, by and among the
Company, Wo Hing Li and Partner Success Holdings Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 10.4)
|
|
|
10.14
|
Form
of Stock Purchase Agreement, by and among the Company and the Investors,
dated February 16, 2007 (incorporated herein by reference to the Company’s
Form 8-K, dated February 16, 2007, Exhibit 10.1)
|
|
|
10.15
|
Form
of Limited Standstill Agreement (incorporated herein by reference to the
Company’s Form 8-K, dated February 16, 2007, Exhibit
10.2)
|
|
|
10.16
|
Form
of Subscription Agreement, dated November 1, 2007 (incorporated herein by
reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.1)
|
|
|
10.17
|
Form
of Placement Agency Agreement, dated October 31, 2007 (incorporated herein
by reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.2)
|
|
|
21
|
Subsidiaries
of the Registrant (incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed on September 15, 2008, Exhibit
21)
|
|
|
22
|
Published
report regarding matters submitted to vote of security holders
(Incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 2006, dated February 13,
2007, Exhibit 99.1)
|
|
|
23.1*
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1).
|
|
|
23.2*
|
Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm
|
|
|
23.3*
|
Consent
of Moore Stephens, Independent
Registered Public Accounting Firm
|
|
|
24.1*
|
Power
of Attorney (included on the signature page
hereto).
|
* Filed
herewith