UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CHINA AGRITECH,
INC.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
16937A 20 0
(CUSIP Number)
Room 3F No. 11 Building, Zhonghong
International Business Garden
Future Business Center,
Chaoyang North Road, Chaoyang
District, Beijing, China 100024
(86)10-59621278
(Address of Principal Executive Offices) Registrants Telephone Number, Including Area Code:
February 19, 2010
(Date of Event which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carlyle Asia Growth Partners IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,263,123
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,263,123
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,263,123
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
22.4%
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14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Limited
Partnership)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CAGP IV Co-Investment, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
379,437
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
379,437
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
379,437
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.2%
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14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Limited
Partnership)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CAGP IV General Partner, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,642,560
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,642,560
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
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14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Limited
Partnership)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CAGP IV Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,642,560
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,642,560
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
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14
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TYPE OF REPORTING
PERSON
OO (Cayman Islands Exempt Company)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TC Group Cayman Investment Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,642,560
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,642,560
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
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14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Limited
Partnership)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TCG Holdings Cayman II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,642,560
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,642,560
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
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14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Limited
Partnership)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DBD Cayman, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,642,560
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,642,560
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
|
12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
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14
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TYPE OF REPORTING
PERSON
OO (Cayman Islands Exempt Company)
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CUSIP No. 16937A 20 0
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1
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NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carlyle Offshore Partners II, Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
OO
|
5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
4,642,560
|
|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
4,642,560
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
4,642,560
|
12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
24.2%
|
14
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TYPE OF REPORTING
PERSON
PN (Cayman Islands Exempt Company)
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CUSIP No. 16937A 20 0
This Amendment No. 1, filed jointly by the following (collectively, the
Reporting Persons): (i) Carlyle Asia Growth Partners IV, L.P., a Cayman Islands exempt limited partnership (Asia Growth), (ii) CAGP IV Co-Investment, L.P., a Cayman Islands exempt limited partnership
(Co-Investment), (iii) CAGP IV General Partner, L.P., a Cayman Islands exempt limited partnership, (iv) CAGP IV Ltd., a Cayman Islands exempt company, (v) TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempt
limited partnership, (vi) TCG Holdings Cayman II, L.P., a Cayman Islands exempt limited partnership, (vii) DBD Cayman, Ltd., a Cayman Islands exempt company, and (viii) Carlyle Offshore Partners II, Limited, a Cayman Islands exempt
company, supplements and amends the Schedule 13D (the Schedule 13D) filed by the Reporting Persons with the Commission on October 29, 2009, in respect of shares of common stock, par value $0.001 per share (the Common
Stock), of China Agritech Inc. (the Company). Unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this
Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
The amount of the Shares
held by the Reporting Persons in this Amendment No. 1 to the Schedule 13D have been adjusted for (i) the Reporting Persons acquiring beneficial ownership of the Warrants on February 19, 2010, which is 60 days before the date the
Warrants become exercisable, and (ii) a two for one stock split of the Common Stock which occurred after the execution of the Purchase Agreement.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is hereby amended by adding the following paragraph:
As
reported on the Form 4 filed with the Commission on February 23, 2010, the exercise price of the Warrants and the number of shares that may be purchased by the Warrants have been adjusted for a two for one stock split of the Common Stock which
occurred after the execution of the Purchase Agreement. Accordingly, the exercise price of the Warrants is $5.385 per share, and the Warrants are exercisable in the aggregate for approximately 1,857,024 shares of the Companys Common Stock,
assuming that the Company meets the Net Income Target.
Item 4.
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Purpose of Transaction
.
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Item 4 is hereby amended by adding the following paragraph:
As reported on the Form 4 filed with the
Commission on February 23, 2010, the exercise price of the Warrants and the number of shares that may be purchased by the Warrants have been adjusted for a two for one stock split of the Common Stock which occurred after the execution of the
Purchase Agreement. Accordingly, the exercise price of the Warrants is $5.385 per share, and the Warrants are exercisable in the aggregate for approximately 1,857,024 shares of the Companys Common Stock, assuming that the Company meets the Net
Income Target.
Item 5.
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Interest in Securities of the Issuer
.
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Item 5 is hereby amended and restated in its entirety as follows:
The
information contained on the cover pages to this Schedule 13D and the information
CUSIP No. 16937A 20 0
set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b)
See items 11 and 13 of the cover pages to this Statement for the
aggregate number of shares and percentage of issued and outstanding shares of common stock of the Company owned by the Reporting Persons. The percentage ownership is calculated based on 17,329,142 shares of common stock issued and outstanding, as
reported on the Companys Registration Statement on Form S-3 filed with the SEC on February 9, 2010, adjusted for the Reporting Persons acquiring beneficial ownership of the Warrants on February 19, 2010, which is 60 days before
the date they become exercisable. Asia Growth and Co-Investment are, for purposes of this Statement, the owners of record of 4,263,123 and 379,437 shares of common stock of the Company, respectively.
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Reporting Person
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Amount
Beneficially
Owned
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Percent
of
Class
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Sole Power
to Vote or
Direct
the Vote
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Shared
Power to
Vote or
Direct
the Vote
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Sole Power to
Dispose or to
Direct the
Disposition
|
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Shared Power to
Dispose or to
Direct the
Disposition
|
Carlyle Offshore Partners II, Limited
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4,642,560
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24.2
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%
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0
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4,642,560
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0
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4,642,560
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DBD Cayman, Ltd.
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4,642,560
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24.2
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%
|
|
0
|
|
4,642,560
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0
|
|
4,642,560
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|
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TCG Holdings Cayman II, L.P.
|
|
4,642,560
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24.2
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%
|
|
0
|
|
4,642,560
|
|
0
|
|
4,642,560
|
|
|
|
|
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TC Group Cayman Investment Holdings, L.P.
|
|
4,642,560
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24.2
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%
|
|
0
|
|
4,642,560
|
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0
|
|
4,642,560
|
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CAGP IV Ltd.
|
|
4,642,560
|
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24.2
|
%
|
|
0
|
|
4,642,560
|
|
0
|
|
4,642,560
|
|
|
|
|
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|
CAGP IV General Partner, L.P.
|
|
4,642,560
|
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24.2
|
%
|
|
0
|
|
4,642,560
|
|
0
|
|
4,642,560
|
|
|
|
|
|
|
|
Carlyle Asia Growth Partners IV, L.P.
|
|
4,263,123
|
|
22.4
|
%
|
|
0
|
|
4,263,123
|
|
0
|
|
4,263,123
|
|
|
|
|
|
|
|
CAGP IV Co-Investment, L.P.
|
|
379,437
|
|
2.2
|
%
|
|
0
|
|
379,437
|
|
0
|
|
379,437
|
CAGP IV General
Partner, L.P. is the general partner of both Asia Growth and Co-Investment. CAGP IV General Partner, L.P. may, by virtue of it being the general partner of Asia Growth and Co-Investment, be deemed to have voting control and investment discretion
over the securities held by Asia Growth and Co-Investment. CAGP IV General Partner, L.P. disclaims beneficial ownership of such securities and this Statement shall not be deemed an admission that CAGP IV General Partner, L.P. is the beneficial owner
of, or has any pecuniary interest in, such securities for any purposes. The sole general partner of CAGP IV General Partner, L.P. is CAGP IV Ltd., a limited company that is wholly owned by TC Group Cayman Investment Holdings, L.P. The sole general
partner of TC Group Cayman Investment Holdings, L.P. is TCG Holdings Cayman II, L.P. DBD Cayman, Ltd. is the sole general partner of TCG Holdings Cayman II, L.P. Carlyle Offshore Partners II, Limited is the Class B member of DBD Cayman, Ltd. Each of
CUSIP No. 16937A 20 0
CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and Carlyle Offshore Partners II, Limited may, by virtue of being the owner or general
partner, as the case may be, of CAGP IV General Partner, L.P., CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., and DBD Cayman, Ltd., respectively, be deemed to have voting control and investment discretion over
the securities held by Asia Growth and Co-Investment. CAGP IV Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., DBD Cayman, Ltd., and Carlyle Offshore Partners II, Limited each disclaims beneficial ownership of such
securities and this Statement shall not be deemed an admission that such person is the beneficial owner of, or has any pecuniary interest in, such securities for any purpose.
William E. Conway, Jr., Daniel A. DAniello, David Rubenstein, David Pearson, and Curt Buser are the directors of CAGP IV Ltd. and, in
such capacity, may be deemed to share beneficial ownership of the shares of common stock of the Company beneficially owned by CAGP IV Ltd. Such individuals, in their capacities as directors, expressly disclaim any such beneficial ownership.
William E. Conway, Jr., Daniel A. DAniello, and David Rubenstein are the Class A members as well as the directors
of DBD Cayman, Ltd. and, in such capacities, may be deemed to share beneficial ownership of the shares of common stock of the Company beneficially owned by DBD Cayman, Ltd. The Class A members control DBD Cayman, Ltd. based on a majority vote.
Such individuals, in their capacities as Class A members and as directors, expressly disclaim any such beneficial ownership.
Pursuant to an agreement between DBD Cayman, Ltd. and its Class B member, Carlyle Offshore Partners II, Limited, voting power over the shares of common stock of the Company is held by Carlyle Offshore Partners II, Limited. Carlyle Offshore
Partners II, Limited has 13 members, with no member controlling more than 7.7% of the vote, consisting of William Conway, Jr., David Rubenstein, Daniel DAniello, Peter Clare, Robert Grady, Allan Holt, Bruce Rosenblum, Glenn Youngkin, Jean
Millet, Adam Palmer, Daniel Akerson, Robert Stuckey and Peter Nachtwey. The directors of Carlyle Offshore Partners II are Allan Holt, Bruce Rosenblum, Jeffrey W. Ferguson, Daniel DAniello, William Conway, Jr., and David Rubenstein, each of
these members and directors disclaims beneficial ownership of the shares of common stock of the Company.
(c) Except as set
forth in this Item 5 and as reported on the Form 4 filed with the Commission on February 23, 2010, none of the Reporting Persons or, to the knowledge of each of the Reporting Persons, without independent verification, any of the Related
Persons, has engaged in any transaction during the past 60 days involving the securities of the Company.
(d) Other than the
Reporting Persons and the Related Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5.
(e) Not applicable.
CUSIP No. 16937A 20 0
Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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Joint Filing Agreement, dated as of February 24, 2010, by and among the Reporting Persons.
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CUSIP No. 16937A 20 0
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: February 24, 2010
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CARLYLE OFFSHORE PARTNERS II, LIMITED
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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DBD CAYMAN, LTD.
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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TCG HOLDINGS CAYMAN II, L.P.
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By:
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DBD CAYMAN, LTD., as its general partner
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
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By:
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TCG HOLDINGS CAYMAN II, L.P., as its general partner
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By:
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DBD CAYMAN, LTD., as its general partner
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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CAGP IV LTD.
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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CUSIP No. 16937A 20 0
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CAGP IV GENERAL PARTNER, L.P.
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By:
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CAGP IV LTD., as its general partner
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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CARLYLE ASIA GROWTH PARTNERS IV, L.P.
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By:
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CAGP IV General Partner, L.P., as its general partner
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By:
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CAGP IV LTD., as its general partner
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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CAGP IV CO-INVESTMENT, L.P.
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By:
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CAGP IV General Partner, L.P., as its general partner
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By:
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CAGP IV LTD., as its general partner
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By:
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/s/ Daniel A. DAniello
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Name: Daniel A. DAniello
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Title: Director
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EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Joint Filing Agreement, dated as of February 24, 2010, by and among the Reporting Persons.
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