As filed with the Securities and
Exchange Commission on January 15, 2009
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL STEEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
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3310
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412079252
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(State
or other jurisdiction
of
incorporation
or
organization)
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Primary
Standard
Industrial
Classification
Code
Number)
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(I.R.S.
Employer
Identification
No.)
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Kuntai
International Mansion Building, Suite 2315
Yi No. 12
Chaoyangmenwai Avenue, Chaoyang District, Beijing 100020
Tel. +86(10)
58797346
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Agent for
Service:
InCorp
Services Inc.
375 N.
Stephanie Street
Suite
1411
Henderson,
NV 89014-8909
Tel: (702)
866-2500
(Name,
Address, including zip code, and telephone number, including area code, of agent
for service)
Approximate date of commencement of
proposed sale to the public:
From time
to time after this registration statement becomes effective.
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 I.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 I.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
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller
reporting company
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CALCULATION OF REGISTRATION FEE
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Title of Each Class
of Securities to be
Registered
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Proposed Maximum Aggregate
Offering Price
(1)
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Amount of Registration
Fee
(2)
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Common
Stock, par value $0.001 per share
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$
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60,000,000
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$
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2,358
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(1)
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The proposed maximum aggregate offering price per
security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities
registered hereunder. At no time will the aggregate maximum offering price
of all securities issued in any given 12-month period exceed the amount
allowed for in General Instruction I.B.6.
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(2)
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Calculated
pursuant to Rule 457(o) under the Securities
Act.
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(3)
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Subject
to note 4 below, there is being registered hereunder an indeterminable
number of shares of common stock of the registrant as may be sold from
time to time by the registrant. Pursuant to Rule 416 under the Securities
Act, the shares being registered hereunder include such indeterminate
number of shares of common stock as may be issuable from time to time with
respect to the shares being registered hereunder as a result of stock
splits, stock dividends or similar transactions.
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(4)
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In
no event will the aggregate offering price of all securities issued from
time to time pursuant to this registration statement exceed
$60,000,000.
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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
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO 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 January 15, 2009
PROSPECTUS
$60,000,000
GENERAL STEEL HOLDINGS, INC.
Common Stock
We may
from time to time sell common stock, in one or more offerings, for an aggregate
initial offering price of $60,000,000
. We may
sell the common stock to or through underwriters, directly to investors or
through agents.
Each time
we offer common stock, we will provide a prospectus supplement containing more
specific information about the particular offering and attach it to this
prospectus. The prospectus supplements may also add, update or change
information contained in this prospectus. This prospectus may not be used to
offer or sell securities without a prospectus supplement which includes a
description of the method and terms of the offering.
Our
common stock trades on the New York Stock Exchange under the symbol “GSI.” The
last reported sale price of our common stock on the New York Stock Exchange on
January 14, 2009 was $3.58 per share. As of January 14, 2009, the aggregate
market value of our outstanding common stock held by non-affiliates was
approximately $51,785,176,
based on
36,128,833 shares of outstanding common stock, of which approximately 14,465,133
shares are held by non-affiliates. As of the date hereof, we have not offered
any securities pursuant to General Instruction I.B.6. of Form S-3 during the
prior 12 calendar month period that ends on and includes the date
hereof.
Investing in our common stock
involves a high degree of risk. See RISK FACTORS beginning on page
5.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities, or determined if this prospectus 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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ABOUT
THIS PROSPECTUS
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1
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SUMMARY
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2
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RISK
FACTORS
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5
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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5
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DESCRIPTION
OF CAPITAL STOCK
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12
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USE
OF PROCEEDS
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12
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PLAN
OF DISTRIBUTION
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12
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WHERE
YOU CAN FIND MORE INFORMATION
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14
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INFORMATION
INCORPORATED BY REFERENCE
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14
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LEGAL
MATTERS
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15
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EXPERTS
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15
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You
should rely on the information contained in this prospectus, in any applicable
prospectus supplement and in the documents incorporated by reference in this
prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where their offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate only
at the date on the front cover of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the securities. Our business,
financial condition, results of operations and prospects may have changed since
the date indicated on the front cover of this prospectus.
This
prospectus contains summaries of certain provisions contained in some of the
documents described herein, and reference is made to the actual documents filed
with the United States Securities and Exchange Commission, or SEC, for complete
information. Copies of some of the documents referred to herein have been filed
or will be filed or incorporated by reference as exhibits to one or more of the
registration statements of which this prospectus is a part, and you may obtain
copies of those documents as described below under “Where You Can Find More
Information.”
ABOUT THIS
PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission utilizing a shelf registration process.
Under this shelf registration statement, we may, from time to time, sell up to
$60,000,000 of common stock in one or more offerings. This prospectus provides
you with a general description of our common stock.
If
required, each time we sell common stock, we will provide a prospectus
supplement that will contain specific information about the terms of the
offering. The prospectus supplement may add, update or change information
contained in this prospectus and may include a discussion of any risk factors or
other special considerations that apply to the common stock. If there is any
inconsistency between the information in this prospectus and a prospectus
supplement, you should rely on the information in that prospectus supplement.
Before making an investment decision, it is important for you to read and
consider the information contained in this prospectus and any prospectus
supplement, together with the additional information described under the heading
“Where You Can Find More Information.”
You
should rely only upon the information contained in this prospectus and the
registration statement of which this prospectus is a part. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it.
We are
not making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted.
You
should assume the information appearing in this prospectus is accurate only as
of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
This prospectus is based on information provided by us and other sources that we
believe are reliable. We have summarized certain documents and other information
in a manner we believe to be accurate, but we refer you to the actual documents
for a more complete understanding of what we discuss in this prospectus. In
making an investment decision, you must rely on your own examination of our
business and the terms of the offering, including the merits and risks involved.
We
obtained statistical data, market data and other industry data and forecasts
used throughout, or incorporated by reference in, this prospectus from market
research, publicly available information and industry publications. Industry
publications generally state that they obtain their information from sources
that they believe to be reliable, but they do not guarantee the accuracy and
completeness of the information. Similarly, while we believe that the
statistical data, industry data and forecasts and market research are reliable,
we have not independently verified the data, and we do not make any
representation as to the accuracy of the information. We have not sought the
consent of the sources to refer to their reports appearing or incorporated by
reference in this prospectus.
PROSPECTUS SUMMARY
The following summary highlights
selected information contained elsewhere in this prospectus, which includes the
material incorporated herein by reference. This summary does not contain all the
information you should consider before investing in our common stock. You should
read the entire prospectus carefully, especially the discussion of “Risk
Factors” and our consolidated financial statements and the related notes, before
deciding to invest in shares of our common stock. In this prospectus, when we
use phrases such as “we,” “us,” “our,” “GSI” or “our company,” we are referring
to General Steel Holdings, Inc. and all of its subsidiaries and affiliated
companies as a whole, unless it is clear from the context that any of these
terms refer only to General Steel Holdings, Inc.
About Our Company
We are
headquartered in Beijing China and operate a diverse portfolio of Chinese
steel companies. Our companies serve various industries and produce a variety of
steel products including: reinforced bars (rebar), hot-rolled carbon and silicon
sheets, spiral-weld pipes and high-speed wire. Our aggregate production capacity
of steel products is 4.8 million tons, of which the majority is rebar.
Individual industry segments have unique demand drivers, such as rural income,
infrastructure construction and energy consumption. Domestic economic conditions
are an overall driver for all our products.
Our
vision is to become one of the largest non-government owned steel companies in
China.
Our
mission is to acquire Chinese steel companies and increase their profitability
and efficiencies with the infusion of applied western management practices,
advanced production technologies and capital resources.
Our
strategy is to grow through aggressive mergers, joint ventures and acquisitions
targeting state-owned enterprise steel companies and selected entities with
outstanding potential. We have executed this strategy and consummated
controlling interest positions in three joint ventures. We are actively pursuing
a plan to acquire additional assets.
We
presently have controlling interest in four steel subsidiary
companies:
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Tianjin
Daqiuzhuang Metal Sheet Co., Ltd. (Daqiuzhuang Metal);
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Baotou
Steel - General Steel Special Steel Pipe Joint Venture Co., Ltd. (Baotou Steel
Pipe Joint Venture);
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Shaanxi
Longmen Iron and Steel Co., Ltd. (Longmen Joint Venture); and
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Maoming
Hengda Steel Group Limited (Maoming).
Steel Operating
Companies
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Tianjin Daqiuzhuang Metal
Sheet Co., Ltd. (“Daqiuzhuang
Metal”)
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Tianjin
Daqiuzhuang Metal Sheet Co., Ltd. (“Daqiuzhuang Metal”), started its operation
in 1988. Daqiuzhuang Metal’s core business is the manufacturing of high quality
hot-rolled carbon and silicon steel sheets which are mainly used in the
production of small agricultural vehicles and other specialty markets.
Daqiuzhuang
Metal has ten steel sheet production lines capable of processing approximately
400,000 tons of 0.75-2.0 mm hot-rolled carbon steel sheets per year. Products
are sold through a nation-wide network of 35 distributors and 3 regional sales
offices.
Daqiuzhuang
Metal uses a traditional rolling mill production sequence, such as heating,
rolling, cutting, annealing, and flattening to process and cut coil segments
into steel sheets. The sheet sizes are approximately 2,000 mm (length) x 1,000
mm (width) x 0.75 to 2.0 mm (thickness). Limited size adjustments can be made to
meet order requirements. Products sell under the registered “Qiu Steel” brand
name.
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Baotou Steel - General Steel
Special Steel Pipe Joint Venture Co., Ltd. (“Baotou Steel Pipe Joint
Venture”)
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On April
27, 2007, Daqiuzhuang Metal and Baotou Iron and Steel Group Co., Ltd. ("Baotou
Steel") entered into an Amended and Restated Joint Venture Agreement (the
"Agreement"), amending the Joint Venture Agreement entered into on September 28,
2005 ("Original Joint Venture Agreement"). The Amended and Restated Joint
Venture Agreement increased Daqiuzhuang Metal's ownership interest in the Joint
Venture to 80%. The joint venture company’s name is Baotou Steel - General Steel
Special Steel Pipe Joint Venture Company Limited (“Baotou Steel Pipe Joint
Venture”). Baotou Steel is required to contribute RMB 10,000,000, or
approximately $1,270,000 taking a 20% ownership interest in the Baotou Steel
Pipe Joint Venture. Daqiuzhuang Metal is required to contribute RMB 40,000,000,
or approximately $5,130,000 taking an 80% ownership interest in the Baotou Steel
Pipe Joint Venture.
We have
invested $1.56 million cash into this joint venture with the rest of the
required registered capital to be invested within two years. The remainder of
the investment will come from the operating cash flow from Daqiuzhuang
Metal.
Baotou
Steel Pipe Joint Venture received its business license approval on May 25, 2007.
It has four production lines capable of producing 100,000 tons of double
spiral-weld pipes. These pipes are used in the energy sector to transport
natural gas, oil and steam. Pipes produced at the mill have a diameter ranging
from 219-1240 mm; a wall thickness ranging from 6-13 mm; and a length ranging
from 6-12 m. Final production capacity at the mill will reach 600,000 tons in
2009. Additional products may also be added. Presently, Baotou Steel Pipe Joint
Venture sells its products using an internal sales force to customers in the
Inner Mongolia Autonomous Region and the northwest region of China.
This
joint venture started production and testing operations in the second quarter
2007 and began to generate revenue in the third quarter 2007.
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Shaanxi Longmen Iron and Steel
Co., Ltd. (“Longmen Joint
Venture”)
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Effective June
1, 2007, through two subsidiaries, Daqiuzhuang Metal and Tianjin Qiu Steel
Investment Co., Ltd., we entered into a joint venture agreement with Shaanxi
Longmen Iron & Steel Group Co., Ltd. (“Long Steel Group”) to form Shaanxi
Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”). Through our two
subsidiaries, we invested approximately $39 million cash and collectively hold
approximately 60% of the Longmen Joint Venture.
Long
Steel Group, located in Hancheng city, Shaanxi province, in China’s central
region, was founded in 1958 and incorporated in 2002.
Longmen
Joint Venture operates as a fully-integrated steel production facility, which
means it is capable of taking iron-ore and other raw materials, processing them
into crude steel and then processing the crude steel into finished steel
products. Less than 10% of steel companies in China have fully-integrated steel
production capacity.
Currently,
the Longmen Joint Venture has 4 branch offices, 7 subsidiaries under direct
control and 8 entities in which we have indirect control interest.
Longmen Joint Venture employs approximately 6,000
full-time and 2,000 part-time workers.
The current annual capacity at Longmen Joint Venture
is 2 million tons of crude steel. It is the largest steel producer in
Shaanxi province. Approximately 94% of its total production is devoted to
reinforced bar steel (rebar - a commodity grade steel product used to reinforce
the concrete), with the remainder being roundbar, wire rod and related products.
These products are primarily used in building and infrastructure
constructions.
Longmen
Joint Venture’s products are categorized within the steel industry as “longs”
(referencing their shape). Rebar is generally considered a regional product
because its size, weight and dimension make it ill-suited for cost-effective
long-haul ground transportation. By our estimates, the provincial market demand
for rebar is 6 - 8 million tons. Slightly more than half of the province demand
radiates from Xi’an, the province capital, located 180 km from the Longmen Joint
Venture main site. We estimate in Xi’an we have a 72% market share.
An
established regional network of 24 agents and 2 sales offices sell the Longemn
Joint Venture’s products. All products sell under the registered brand name of
“Yulong” which enjoys strong regional recognition and awareness. Rebar and
billet products carry ISO 9001 and 9002 certification and many other products
have won national quality awards. Products produced at the facility have been
used in the construction of the Yangtze River Three Gorges Dam, Xi’an
International Airport, the Xi Han, Xi Tong and Xi Da provincial expressways, and
are currently being used in the construction of the Xi’an city subway
system.
On
September 24, 2007, Longmen Joint Venture acquired controlling interest in two
subsidiaries of Long Steel Group: Longmen Iron and Steel Group Co., Ltd.
Environmental Protection Industry Development Co., Ltd. and Longmen Iron and
Steel Group Co., Ltd. Hualong Fire Retardant Materials Co., Ltd.
The
Longmen Joint Venture entered into an equity transfer agreement with Long Steel
Group to acquire its 74.92% ownership interest in its subsidiary, Longmen Iron
and Steel Group Co., Ltd. Environmental Protection Industry Development Co.,
Ltd. (“EPID”). The Joint Venture paid $2.4 million (RMB 18,080,930) in exchange
for the ownership interest. The facility utilizes solid waste generated from the
steel making process to produce products such as construction materials,
building blocks, and landscape tiles, curb tops, ornamental tiles,
etc.
At the
same time, the Longmen Joint Venture also entered into a second equity agreement
with the Long Steel Group to acquire its 36% ownership interest in its
subsidiary, Longmen Iron and Steel Group Co., Ltd. Hualong Fire Retardant
Materials Co., Ltd. (“Hualong”). The Joint Venture paid $430,000 (RMB 3,287,980)
in exchange for the ownership interest. The Joint Venture is the largest
shareholder in the company. The facility produces fire-retardant materials used
in various processes in the production of steel.
On
January 11, 2008, Longmen Joint Venture completed its acquisition of a
controlling interest in Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”).
Tongxing contributed its land use right of 217,487 square meters (approximately
53 acres) with an appraised value of approximately $4.1 million (RMB
30,227,333). Pursuant to the agreement, the land will be converted into shares
valued at approximately $3.1 million (RMB 22,744,419), providing the Joint
Venture a stake of 22.76% ownership in Tongxing and making it Tongxing’s largest
and controlling shareholder. Tongxing has two core operating areas: coking coal
production and rebar processing. Its coking coal operations have an annual
production capacity of 250,000 tons. Its rebar processing facility has an
annualized rolling capacity of 300,000 tons.
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Maoming Hengda Steel Group
Limited (Maoming)
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On June
25, 2008, through our subsidiary Qiu Steel Investment, we acquired 99% of
Maoming Hengda Steel Group, Limited (“Maoming”) for RMB 50 million
(approximately USD 7.3 million). Maoming’s core business is the production of
high-speed wire and rebar, products used in the construction industry. Located
on 140 hectares (approximately 346 acres) in Maoming city, Guangdong province,
the facility has two production lines capable of producing 1.8 million tons of
5.5mm to 16mm diameter high-speed wire and 12mm to 38mm diameter rebar each
year. The products are sold through 9 distributors targeting customers in
Guangxi province and the western region of Guangdong province.
We paid
$7.3 million (RMB 50 million) for the facility. The facility had been operating
at approximately 10% of capacity due to, we believe, a redirected corporate
focus of the previous owners.
Operating Information Summary by
Subsidiaries
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Daqiuzhuang Metal
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Baotou Steel Pipe
Joint Venture
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Longmen Joint
Venture
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Maoming
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Annual
Production Capacity (ton)
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400,000
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100,000
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2.5
million
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1.8
million
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Main
Products
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Carbon/Silicon
Sheet
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Spiral-weld
pipe
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Rebar
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High-speed
wire
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Main
Application
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Light
Agricultural Vehicles
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Energy
transport
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Infrastructure
and Construction
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Infrastructure
and Construction
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Stock listing
We
obtained listing approval from American Stock Exchange (the “AMEX”) on September
28, 2007. The stock officially started to trade on AMEX on October 3, 2007 under
the ticker symbol “GSI”. On March 6, 2008, we migrated from the AMEX to the NYSE
Arca and officially started to trade under the same ticker symbol
“GSI”.
On July
25, 2008 we received authorization to list our common stock on the NYSE. On
August 8, 2008, we officially migrated from the NYSE Arca to the NYSE and
officially started to trade under the same ticker symbol “GSI”.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus contains forward looking statements. These forward-looking statements
include, in particular, statements about our plans, strategies and prospects
under the headings “Prospectus Summary,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business.” These
statements are based on our current expectations and projections about future
events and are identified by terminology such as “may,” “will,” “should,”
“expect,” “scheduled,” “plan,” “seek,” “intend,” “anticipate,” “believe,”
“estimate,” “aim,” “potential,” or “continue” or the negative of those terms or
other comparable terminology. Although we believe that our plans, intentions and
expectations are reasonable, we may not achieve our plans, intentions or
expectations.
These
forward-looking statements involve risks and uncertainties. Important factors
that could cause actual results to differ materially from the forward-looking
statements we make in this prospectus are set forth in “Risk Factors.” We
undertake no obligation to update any of the forward looking statements after
the date of this prospectus to conform those statements to reflect the
occurrence of unanticipated events, except as required by applicable
law.
You
should read this prospectus and the documents that we reference in this
prospectus and have filed as exhibits to the registration statement on Form S-1,
of which this prospectus is a part, that we have filed with the SEC, completely
and with the understanding that our actual future results, levels of activity,
performance and achievements may be different from what we expect and that these
differences may be material. We qualify all of our forward-looking statements by
these cautionary statements. The forward-looking statements contained in this
prospectus are excluded from the safe harbor protection provided by the Private
Securities Litigation Reform Act of 1995 and Section 27A of the Securities
Act.
RISK FACTORS
An investment in our common stock
involves a high degree of risk. You should carefully consider the following
information about these risks, together with the other information contained in
this prospectus, before investing in our common stock. If any of the events
anticipated by the risks described below occur, our results of operations and
financial condition could be adversely affected which could result in a decline
in the market price of our common stock, causing you to lose all or part of your
investment.
Risks related to our
business
We face substantial competition
which, among other things, may lead to price pressure and adversely affect our
sales.
We
compete with other market players on the basis of product quality,
responsiveness to customer needs and price. There are two types of steel and
iron companies in China: State Owned Enterprises (“SOEs”), and privately owned
companies.
Criteria
for our customers include:
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Price/cost
competitiveness;
•
System
and product performance;
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Reliability
and timeliness of delivery;
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New
product and technology development capability;
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Excellence
and flexibility in operations;
•
Degree of
global and local presence;
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Effectiveness
of customer service; and
•
Overall
management capability.
We
compete with both SOEs and privately owned steel manufacturers. While we believe
that our price and quality are superior to other manufacturers, many of our
competitors are better capitalized, more experienced, and have deeper ties in
the Chinese marketplace. We consider there to be eight major competitors of
similar size, production capability and product line in the market
place:
• At
Daqiuzhuang Metal: Tianjin No. 1 Rolling Steel Plant, Tianjin Yinze Metal Sheet
Plant and Tangshan Fengrun Metal Sheet Plant.
• At
Longmen Joint Venture: Shanxi Haixin Iron and Steel Co., Ltd. and Gansu Jiuquan
Iron and Steel Co., Ltd.
• At
Baotou Steel Pipe Joint Venture: Tianjin Bo Ai Steel Pipe Co., Hebei Cangzhou
Zhong Yuan Steel Pipe Co., Shanxi Taiyuan Guo Lian Steel Pipe Co.
In
addition, with China’s entry into the World Trade Organization and China’s
agreements to lift many of the barriers to foreign competition, we believe that
competition will increase as a whole with the entry of foreign companies into
this market. This may limit our opportunities for growth, lead to price pressure
and reduce our profitability. We may not be able to compete favorably and this
increased competition may harm our business, our business prospects and results
of operations.
Our limited operating history may
not serve as an adequate basis to judge our future prospects and results of
operations.
Our
limited operating history may not provide a meaningful basis on which to
evaluate our business. Although our revenues have grown rapidly since inception,
we might not be able to maintain our profitability or we may incur net losses in
the future. We expect that our operating expenses will increase as we expand.
Any significant failure to realize anticipated revenue growth could result in
significant operating losses. We will continue to encounter risks and
difficulties frequently experienced by companies at a similar stage of
development, including our potential failure to:
•
Implement our business model and strategy and adapt and modify them as
needed;
•
Increase awareness of our brands, protect our reputation and develop customer
loyalty;
• Manage
our expanding operations and service offerings, including the integration of any
future acquisitions;
•
Maintain adequate control of our expenses;
•
Anticipate and adapt to changing conditions in the markets in which we operate
as well as the impact of any changes in government regulation; and
•
Anticipate mergers and acquisitions involving our competitors, technological
developments and other significant competitive and market dynamics.
Our
business, business prospects and results of operations will be affected if we
are not successful in addressing any or all of these risks and
difficulties.
Our inability to fund our capital
expenditure requirements may adversely affect our growth and
profitability.
Our
continued growth is dependent upon our ability to raise additional capital from
outside sources. Our strategy is to grow through aggressive mergers, joint
ventures and acquisitions targeting state-owned enterprise steel companies and
selected entities with outstanding potential. That will require us to obtain
additional financing through capital markets. In the future we may be unable to
obtain the necessary financing on a timely basis and on favorable terms, and our
failure to do so may weaken our financial position, reduce our competitiveness,
limit our growth and reduce our profitability. Our ability to obtain acceptable
financing at any given time may depend on a number of factors,
including:
• Our
financial condition and results of operations,
• The
condition of the PRC economy and the industry sectors in which we operate,
and
•
Conditions in relevant financial markets in the U.S., the PRC and elsewhere in
the world.
We may not be able to effectively
control and manage our growth.
If our
business and markets grow and develop, it will be necessary for us to finance
and manage such an expansion in an orderly fashion. This growth will lead to an
increase in the responsibilities of existing personnel, the hiring of additional
personnel and expansion of our scope of operations. It is possible that we may
not be able to obtain the required financing under terms that are acceptable to
us or hire additional personnel to meet the needs of our expansion.
We may not be able to accurately
report our financial results or prevent fraud if we fail to maintain an
effective system of internal controls.
We will
be subject to reporting obligations under the U.S. securities laws. The
Securities and Exchange Commission (“SEC”), as required by Section 404 of the
Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), adopted rules requiring every
public company to include a management report on such company’s internal
controls over financial reporting in its annual report, which contains
management’s assessment of the effectiveness of the company’s internal controls
over financial reporting. In addition, an independent registered public
accounting firm must attest to and report on management’s assessment of the
effectiveness of the company’s internal controls over financial reporting. These
requirements will first apply to our annual report on Form 10-K for the fiscal
year ending December 31, 2007. Our management may conclude that our internal
controls over our financial reporting are not effective. Moreover, even if our
management concludes that our internal controls over financial reporting are
effective, our independent registered public accounting firm may still decline
to attest to our management’s assessment or may issue a report that is qualified
if it is not satisfied with our controls or the level at which our controls are
documented, designed, operated, or reviewed, or if it interprets the relevant
requirements differently from us. Our reporting obligations as a public company
will place a significant strain on our management, operational, and financial
resources and systems for the foreseeable future. Effective internal controls,
particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to help prevent fraud. As a
result, our failure to achieve and maintain effective internal controls over
financial reporting could result in the loss of investor confidence in the
reliability of our financial statements, which in turn could harm our business
and negatively impact the trading price of our stock. Furthermore, we anticipate
that we will incur considerable costs and use significant management time and
other resources in an effort to comply with Section 404 and other requirements
of the Sarbanes-Oxley Act.
Our business, revenues and
profitability are dependent on a limited number of large
customers.
Our
revenue is dependent, in large part, on significant contracts with a limited
number of large customers. For the first nine months of 2008, approximately
36
% of our
sales were to five customers
.
We
believe that revenue derived from our current and future large customers will
continue to represent a significant portion of our total revenue. Our inability
to continue to secure and maintain a sufficient number of large contracts or the
loss of, or significant reduction in purchases by, one or more of our major
customers would have the effect of reducing our revenues and profitability.
Moreover,
our success will depend in part upon our ability to obtain orders from new
customers, as well as the financial condition and success of our customers and
general economic conditions in China.
We may not be able to pass on to
customers the increases in the costs of our raw materials, particularly iron-ore
and steel.
The major
raw materials that we purchase for production are iron-ore and steel coil. The
price and availability of these raw materials are subject to market conditions
affecting supply and demand. Our financial condition or results of operations
may be impaired by further increases in raw material costs to the extent we are
unable to pass those increases to our customers. In addition, if these materials
are not available on a timely basis or at all, we may not be able to produce our
products and our sales may decline.
The price of steel may decline due
to an overproduction by the Chinese steel companies.
According
to the survey conducted by China Iron and Steel Association, there are more than
1,100 steel companies in China. Among those, only 15 companies have over 5
million tons of production capacity. Each steel company has its own production
plan. The Chinese government posted a new guidance on steel industry to
encourage consolidation within the fragmented steel sector to mitigate problems
of low-end repetitive production and inefficient use of resources. The current
situation of overproduction may not be solved by these measures posted by the
Chinese government. If the current state of overproduction continues, our
product shipments could decline, our inventory could build up and eventually we
may be required to decrease our sales price, which may eventually decrease our
profitability.
Because we are a holding company
with substantially all of our operations conducted through our subsidiaries, our
performance will be affected by the performance of such
subsidiaries.
We have
no operations independent of those of Daqiuzhuang Metal, Baotou Steel Pipe Joint
Venture and Longmen Joint Venture, and our principal assets are our investments
in these subsidiaries. As a result, we are dependent upon the performance of
Daqiuzhuang Metal, Baotou Steel Pipe Joint Venture and Longmen Joint Venture and
we will be subject to the financial, business and other factors affecting them
as well as general economic and financial conditions. As substantially all of
our operations are and will be conducted through our subsidiaries, we will be
dependent on the cash flow of our subsidiaries to meet our
obligations.
Because
virtually all of our assets are and will be held by operating subsidiaries, the
claims of our stockholders will be structurally subordinate to all existing and
future liabilities and obligations, and trade payables of such subsidiaries. In
the event of our bankruptcy, liquidation or reorganization, our assets and those
of our subsidiaries will be available to satisfy the claims of our stockholders
only after all of our subsidiaries’ liabilities and obligations have been paid
in full.
We depend on acquiring companies to
fulfill our growth plan
An
important element of our planned growth strategy is the pursuit and acquisitions
of other businesses that increase our existing production capacity. However,
integrating businesses involves a number of special risks, including the
possibility that management may be distracted from regular business concerns by
the need to integrate operations, unforeseen difficulties in integrating
operations and systems, problems relating to assimilating and retaining
employees of the acquisition, challenges in retaining customers, and potential
adverse short-term effects on operation results. If we are unable to
successfully complete and integrate strategic acquisitions in a timely manner,
our growth strategy may be adversely impacted.
We depend on bank financing for our
working capital needs.
We have
various financing facilities amounting to approximately US $268.3 million, of
which all are due on demand or within one year
.
So far, we have not
experienced any difficulties in repaying such financing facilities. However, we
may in the future encounter difficulties to repay or refinance such loans on
time and may face severe difficulties in our operations and financial
position.
We rely on Yu, Zuosheng for
important business leadership
We
depend, to a large extent, on the abilities and operations of our current
management team. However, we have a particular reliance upon Yu, Zuosheng, our
Chairman and Chief Executive Officer, for the direction of our business and
leadership in our growth effort. The loss of the services of Yu, Zuosheng, for
any reason, may have a material adverse effect on our business and prospects. We
cannot guarantee that Yu, Zuosheng will continue to be available to us, or that
we will be able to find a suitable replacement for Yu, Zuosheng on a timely
basis.
Risks Related to Operating Our
Business in China
We face the risk that changes in the
policies of the Chinese government could have significant impact upon the
business we may be able to conduct in China and the profitability of such
business.
The
economy of China is at a transition from a planned economy to a market oriented
economy subject to five-year and annual plans adopted by the government that set
down national economic development goals. Policies of the Chinese government can
have significant effects on the economic conditions of China. The Chinese
government has confirmed that economic development will follow a model of market
economy under socialism. Under this direction, we believe that the PRC will
continue to strengthen its economic and trading relationships with foreign
countries and business development in China will follow market forces. While we
believe that this trend will continue, there can be no assurance that such will
be the case. A change in policies by the Chinese government could adversely
affect our interests by, among other factors: changes in laws, regulations or
the interpretation thereof; confiscatory taxation; restrictions on currency
conversion, imports or sources of supplies; or the expropriation or
nationalization of private enterprises. Although the Chinese government has been
pursuing economic reform policies for approximately two decades, the Chinese
government may significantly alter such policies, especially in the event of a
change in leadership, social or political disruption, or other circumstances
affecting China’s political, economic and social life.
The PRC laws and regulations
governing our current business operations and contractual arrangements are
uncertain, and if we are found to be in violation, we could be subject to
sanctions. In addition, any changes in such PRC laws and regulations may have a
material and adverse effect on our business.
There are
substantial uncertainties regarding the interpretation and application of PRC
laws and regulations, including but not limited to the laws and regulations
governing our business, or the enforcement and performance of our arrangements
with customers in the event of the imposition of statutory liens, death,
bankruptcy and criminal proceedings. Our subsidiaries and we are considered
foreign persons or foreign funded enterprises under PRC laws, and as a result,
we are required to comply with PRC laws and regulations. These laws and
regulations are relatively new and may be subject to future changes, and their
official interpretation and enforcement may involve substantial uncertainty. The
effectiveness of newly enacted laws, regulations or amendments may be delayed,
resulting in detrimental reliance by foreign investors. New laws and regulations
that affect existing and proposed future businesses may also be applied
retroactively. In addition, the PRC authorities retain broad discretion in
dealing with violations of laws and regulations, including levying fines,
revoking business licenses and requiring actions necessary for compliance. In
particular, licenses, permits and beneficial treatments issued or granted to us
by relevant governmental bodies may be revoked at a later time under contrary
findings of higher regulatory bodies. We cannot predict what effect the
interpretation of existing or new PRC laws or regulations may have on our
businesses. Such restructuring may not be effective or result in similar or
other difficulties. We may be subject to sanctions, including fines, and could
be required to restructure our operations. As a result of these substantial
uncertainties, there is a risk that we may be found in violation of any current
or future PRC laws or regulations.
A slowdown or other adverse
developments in the PRC economy may materially and adversely affect our
customers, demand for our services and our business.
All of
our operations are conducted in the PRC and all of our revenues are generated
from sales to businesses operating in the PRC. Although the PRC economy has
grown significantly in recent years, such growth may not continue. We do not
know how sensitive we are to a slowdown in economic growth or other adverse
changes in the PRC economy which may affect demand for agricultural equipment. A
slowdown in overall economic growth, an economic downturn or recession or other
adverse economic developments in the PRC may materially reduce the demand for
our products and in turn reduce our results of operations and our
productivity.
Inflation in China could negatively
affect our profitability and growth.
While the
Chinese economy has experienced rapid growth, such growth has been uneven among
various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the money supply and rising
inflation. If prices for our products rise at a rate that is insufficient to
compensate for the rise in the costs of supplies, it may have an adverse effect
on profitability. In order to control inflation in the past, the Chinese
government has imposed controls on bank credits, limits on loans for fixed
assets and restrictions on state bank lending. Such an austerity policy can lead
to a slowing of economic growth. In October 2004, the People’s Bank of China,
China’s central bank, raised interest rates for the first time in nearly a
decade and indicated in a statement that the measure was prompted by
inflationary concerns in the Chinese economy. Repeated increases in interest
rates by the central bank will likely slow economic activity in China which
could, in turn, materially increase our costs and also reduce demand for our
products.
If relations between the United
States and China worsen, our stock price may decrease and we may experience
difficulties accessing the U.S. capital markets.
At
various times during recent years, the United States and China have had
disagreements over political and economic issues. Controversies may arise in the
future between these two countries. Any political or trade controversies between
the United States and China could impact the market price of our common stock
and our ability to access US capital markets.
The Chinese Government could change
its policies toward private enterprises, which could result in the total loss of
our investments in China.
Our
business is subject to political and economic uncertainties in China and may be
adversely affected by its political, economic and social developments. Over the
past several years, the Chinese Government has pursued economic reform policies
including the encouragement of private economic activity and greater economic
decentralization. The Chinese Government may not continue to pursue these
policies or may alter them to our detriment from time to time. Conducting our
business might become more difficult or costly due to changes in policies, laws
and regulations, or in their interpretation or the imposition of confiscatory
taxation, restrictions on currency conversion, restrictions or prohibitions on
dividend payments to stockholders, devaluations of currency or the
nationalization or other expropriation of private enterprises. In addition,
nationalization or expropriation could result in the total loss of our
investments in China.
Our business, results of operations
and overall profitability are linked to the economic, political and social
conditions in China.
All of
our business, assets and operations are located in China. The economy of China
differs from the economies of most developed countries in many respects,
including government involvement, level of development, growth rate, control of
foreign exchange, and allocation of resources. The economy of China has been
transitioning from a planned economy to a more market-oriented economy. Although
the Chinese Government has implemented measures recently emphasizing the
utilization of market forces for economic reform, the reduction of state
ownership of productive assets and the establishment of sound corporate
governance in business enterprises, a substantial portion of productive assets
in China is still owned by the Chinese Government. In addition, the Chinese
Government continues to play a significant role in regulating industry by
imposing industrial policies. It also exercises significant control over China’s
economic growth through the allocation of resources, controlling payment of
foreign currency denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. Therefore, the
Chinese Government’s involvement in the economy may affect our business
operations, results of operations and our financial condition.
Governmental control of currency
conversion may cause the value of your investment in our common stock to
decrease.
The PRC
government imposes controls on the convertibility of Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of the PRC. We
receive substantially all of our revenues in Renminbi, which is currently not a
freely convertible currency. Shortages in the availability of foreign currency
may restrict our ability to remit sufficient foreign currency to pay dividends,
or otherwise satisfy foreign currency denominated obligations. Under existing
PRC foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and expenditures from the transaction,
can be made in foreign currencies without prior approval from the PRC State
Administration of Foreign Exchange by complying with certain procedural
requirements. However, approval from appropriate governmental authorities is
required where Renminbi is to be converted into foreign currency and remitted
out of China to pay capital expenses such as the repayment of bank loans
denominated in foreign currencies.
The PRC
government may also at its discretion restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our
currency demands, we may not be able to pay certain of our expenses as they come
due.
The fluctuation of the Renminbi may
cause the value of your investment in our common stock to
decrease.
The value
of the Renminbi against the U.S. dollar and other currencies may fluctuate and
is affected by, among other things, changes in the PRC’s political and economic
conditions. As we rely entirely on revenues earned in the PRC, our cash flows,
revenues and financial condition will be affected by any significant revaluation
of the Renminbi. For example, to the extent that we need to convert U.S. dollars
we receive from an offering of our securities into Renminbi for our operations,
if the Renminbi appreciates against the U.S. dollar, the Renminbi equivalent of
the US dollar we convert would be reduced. Conversely, if we decide to convert
our Renminbi into U.S. dollars for the purpose of making payments for dividends
on our Shares or for other business purposes and the U.S. dollar appreciates
against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert
would be reduced. To date, however, we have not engaged in transactions of
either type. In addition, the depreciation of significant U.S. dollar
denominated assets could result in a charge to our income statement and a
reduction in the value of these assets.
Since
1994 the PRC has pegged the value of the Renminbi to the U.S. dollar. We do not
believe that this policy has affected our business. However, there have been
indications that the PRC government may be reconsidering its monetary policy in
light of the overall devaluation of the U.S. dollar against the Euro and other
currencies during the last two years. In July 2005, the PRC government revalued
the Renminbi by 2.1% against the U.S. dollar, moving from Renminbi 8.28 to
Renminbi 8.11 per dollar. Because of the pegging of the Renminbi to the U.S.
dollar is loosened, we anticipate that the value of the Renminbi will appreciate
against the dollar with the consequences discussed above.
We are subject to environmental and
safety regulations, which may increase our compliance costs and reduce our
overall profitability.
We are
subject to the requirements of environmental and occupational safety and health
laws and regulations in China. We may incur substantial costs or liabilities in
connection with these requirements. Additionally, these regulations may become
stricter, which will increase our costs of compliance in a manner that could
reduce our overall profitability. The capital requirements and other
expenditures that may be necessary to comply with environmental requirements
could increase and become a significant expense linked to the conduct of our
business.
Because the Chinese legal system is
not fully developed, our legal protections may be
limited.
The PRC
legal system is based upon written statutes. Prior court decisions may be cited
for reference but are not binding on subsequent cases and have limited value as
precedents. Since 1979, the PRC legislative bodies have promulgated laws and
regulations dealing with economic matters such as foreign investment, corporate
organization and governance, commerce, taxation and trade. However, the PRC has
not developed a fully integrated legal system and the array of new laws and
regulations may not be sufficient to cover all aspects of economic activities in
the PRC. In particular, because these laws and regulations are relatively new,
and because of the limited volume of published decisions and their non-binding
nature, the interpretation and enforcement of these laws and regulations involve
uncertainties. In addition, published government policies and internal rules may
have retroactive effects and, in some cases, the policies and rules are not
published at all. As a result, we may be unaware of our violation of these
policies and rules until some time later. The laws of the PRC govern our
contractual arrangements with our affiliated entities. The enforcement of these
contracts and the interpretation of the laws governing these relationships are
subject to uncertainty. For the above reasons, legal compliance in China may be
more difficult or expensive.
Risks Related to Our Common
Stock
Our officers, directors and
affiliates control us through their positions and stock ownership and their
interests may differ from other stockholders.
Our
officers, directors and affiliates beneficially own approximately 70% of our
common stock. Mr. Yu, Zuo Sheng our major shareholder, beneficially owns
approximately 69% of our common stock. Mr. Yu can effectively control us and his
interests may differ from other stockholders.
All our
subsidiaries are located in China and substantially all of our assets are
located outside the United States. It may therefore be difficult for investors
in the United States to enforce their legal rights based on the civil liability
provisions of the U.S. federal securities laws against us in the courts of
either the U.S. and the PRC and, even if civil judgments are obtained in U.S.
courts, to enforce such judgments in PRC courts. All our directors and officers
reside outside of the United States. It is unclear if extradition treaties now
in effect between the United States and the PRC would permit effective
enforcement against us or our officers and directors of criminal penalties under
the U.S. federal securities laws or otherwise.
We have never paid cash dividends
and are not likely to do so in the foreseeable
future.
We
currently intend to retain any future earnings for use in the operation and
expansion of our business. We do not expect to pay any cash dividends in the
foreseeable future but will review this policy as circumstances
dictate.
Our common stock is subject to price
volatility unrelated to our operations.
The
market price of our common stock could fluctuate substantially due to a variety
of factors, including market perception of our ability to
achieve
our planned growth, quarterly operating results of other steel makers, trading
volume in our common stock, changes in general conditions in the economy and the
financial markets or other developments affecting our competitors or us. In
addition, the stock market is subject to extreme price and volume fluctuations.
This volatility has had a significant effect on the market price of securities
issued by many companies for reasons unrelated to their operating performance
and could have the same effect on our common stock.
Investors may experience dilution
from any conversion of the senior convertible notes and the exercise of warrants
we issued in December 2007.
We
registered the shares of our common stock issuable upon conversion approximately
$40,000,000 worth of senior convertible notes convertible into 4,170,009 shares
of our common stock assuming a conversion price of $12.47 per share and
applicable interest rates and upon the exercise warrants to purchase an
additional aggregate amount of 1,154,958 shares of our common stock at an
exercise price of $13.51 per share that we issued in December 2007. The issuance
of shares of our common stock upon conversion of the notes and exercise of the
warrants will dilute current shareholders' holdings in our company. The senior
convertible notes have a five year term through December 12, 2012 and the
warrants are exercisable from May 13, 2008 to May 13, 2013.
Our operating subsidiary must comply
with environmental protection laws that could adversely affect our
profitability.
We are
required to comply with the environmental protection laws and regulations
promulgated by the national and local governments of the PRC. Yearly inspections
of waste treatment systems require the payment of a license fee which could
become a penalty fee if standards are not maintained. If we fail to comply with
any of these environmental laws and regulations in the PRC, depending on the
types and seriousness of the violation, we may be subject to, among other
things, warning from relevant authorities, imposition of fines, specific
performance and/or criminal liability, forfeiture of profits made, being ordered
to close down our business operations and suspension of relevant permits.
USE OF PROCEEDS
Except
as may otherwise be described in the applicable prospectus supplement or other
offering material, we expect to use the net proceeds from the sale of the common
stock by us under this prospectus for general corporate or working capital
purposes, which may include, among other things, capital expenditures, repaying
indebtedness, funding acquisitions and investments. We routinely consider
acquiring companies in our industry. At any given time, we may be in discussions
to acquire one or more companies. Depending upon the timing of any future
acquisition, we may use the net proceeds from any sale of common stock offered
by us under this prospectus toward the purchase price of such acquisitions.
Additional information on the use of net proceeds from any sale of common stock
offered by us under this prospectus will be set forth in the prospectus
supplement or other offering material relating to such offering. Pending the
application of the net proceeds, we intend to invest the net proceeds in
investment-grade, interest-bearing securities.
DESCRIPTION OF CAPITAL
STOCK
The
following description of our capital stock is a summary and is qualified in its
entirety by the provisions of our Articles of Incorporation, as amended to date,
and our by-laws, all of which have been filed as exhibits to our registration
statement of which this prospectus is a part. All material terms of these
referenced documents are disclosed in this document. Our authorized capital
stock consists of 200,000,000 Shares, $0.001 par value. As of January 15, 2009,
there were 36,128,833 Shares of common stock issued and
outstanding.
Common stock
The
holders of our common stock are entitled to one vote for each share held. The
affirmative vote of a majority of votes cast at a meeting that commences with a
lawful quorum is sufficient for approval of matters upon which shareholders may
vote, including questions presented for approval or ratification at the annual
meeting. Our common stock does not carry cumulative voting rights, and holders
of more than 50% of our common stock have the power to elect all directors and,
as a practical matter, to control our company. Holders of our common stock are
not entitled to preemptive rights, and our common stock may only be redeemed at
our election.
After the
satisfaction of requirements with respect to preferential dividends, if any,
holders of our common stock are entitled to receive, pro rata, dividends when
and as declared by our board of directors out of funds legally available
therefore. Upon our liquidation, dissolution or winding-up, after distribution
in full of the preferential amount, if any, to be distributed to holders of the
preferred stock, holders of our common stock are entitled to share ratably in
our assets legally available for distribution to our shareholders. All
outstanding Shares are fully paid and non-assessable.
PLAN OF
DISTRIBUTION
Pursuant
to General Instruction I.B.6 of Form S-3, we are permitted to utilize the
registration statement of which this prospectus forms a part to sell a maximum
amount of common stock equal to one-third (33.33%) of the aggregate market
value of our outstanding, publicly held voting and non-voting common equity in
any 12 month period. We may, from time to time, offer the common stock
registered hereby up to this maximum amount.
We may
sell the common stock offered through this prospectus: (i) to or through
underwriters or dealers, (ii) directly to purchasers, including our
affiliates, (iii) through agents, or (iv) through a combination of any
of these methods. The common stock may be distributed at a fixed price or
prices, which may be changed, market prices prevailing at the time of sale,
prices related to the prevailing market prices, or negotiated prices. The
prospectus supplement will describe the terms of the offering, including the
following information:
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names of any underwriters or
agents;
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name or names of any managing underwriter or
underwriters;
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purchase price of the common stock;
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net proceeds from the sale of the common
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delayed delivery arrangements;
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underwriting discounts, commissions and other items constituting
underwriters’ compensation;
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initial public offering price;
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discounts or concessions allowed or reallowed or paid to dealers;
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commissions paid to agents.
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Sales through Underwriters or Dealers
If
underwriters are used in the sale, the underwriters will acquire the common
stock for their own account, including through underwriting, purchase, security
lending or repurchase agreements with us. The underwriters may resell the common
stock from time to time in one or more transactions, including negotiated
transactions. Underwriters may sell the common stock in order to facilitate
transactions in our common stock, including other public or private transactions
and short sales. Underwriters may offer common stock to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless otherwise
indicated in the prospectus supplement, the obligations of the underwriters to
purchase the common stock will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered common stock if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
If
dealers are used in the sale of common stock offered through this prospectus, we
will sell the common stock to them as principals. They may then resell the
common stock to the public at varying prices determined by the dealers at the
time of resale. The prospectus supplement will include the names of the dealers
and the terms of the transaction.
Direct Sales and Sales through Agents
We may
sell the common stock offered through this prospectus directly. In this case, no
underwriters or agents would be involved. Such common stock may also be sold
through agents designated from time to time. The prospectus supplement will name
any agent involved in the offer or sale of the offered common stock and will
describe any commissions payable to the agent. Unless otherwise indicated in the
prospectus supplement, any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its appointment.
We may
sell the common stock directly to institutional investors or others who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to any sale of those securities. The terms of any such sales will be described
in the prospectus supplement.
Delayed Delivery Contracts
If the
prospectus supplement indicates, we may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to purchase common
stock at the public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified date in the
future. The contracts would be subject only to those conditions described in the
prospectus supplement. The applicable prospectus supplement will describe the
commission payable for solicitation of those contracts.
Market Making, Stabilization and
Other Transactions
Our
common stock is listed on the New York Stock Exchange. Any common stock
sold pursuant to a prospectus supplement will be eligible for listing and
trading on the New York Stock Exchange, subject to official notice of issuance.
Any underwriters that we use in the sale of common stock may make a market in
such common stock, but may discontinue such market making at any time without
notice. Therefore, we cannot assure you that the common stock will have a liquid
trading market.
Any
underwriter also may engage in stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with Regulation M under the
Securities Exchange Act of 1934, as amended. Stabilizing transactions involve
bids to purchase the underlying security in the open market for the purpose of
pegging, fixing or maintaining the price of the securities. Syndicate covering
transactions involve purchases of the 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 a selling concession from a syndicate
member when the common stock originally sold by the syndicate member is
purchased in a syndicate covering transaction to cover syndicate short
positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would be in
the absence of the transactions. The underwriters may, if they commence these
transactions, discontinue them at any time.
Derivative Transactions and Hedging
We, the
underwriters or other agents may engage in derivative transactions involving the
common stock. These derivatives may consist of short sale transactions and other
hedging activities. The underwriters or agents may acquire a long or short
position in the common stock, hold or resell the common stock acquired and
purchase options or futures on the common stock and other derivative instruments
with returns linked to or related to changes in the price of the common stock.
In order to facilitate these derivative transactions, we may enter into security
lending or repurchase agreements with the underwriters or agents. The
underwriters or agents may effect the derivative transactions through sales of
the common stock to the public, including short sales, or by lending the common
stock in order to facilitate short sale transactions by others. The underwriters
or agents may also use the common stock purchased or borrowed from us or others
(or, in the case of derivatives, common stock received from us in settlement of
those derivatives) to directly or indirectly settle sales of the common stock or
close out any related open borrowings of the common stock.
Electronic Auctions
We may
also make sales through the Internet or through other electronic means. Since we
may from time to time elect to offer common stock directly to the public, with
or without the involvement of agents, underwriters or dealers, utilizing the
Internet or other forms of electronic bidding or ordering systems for the
pricing and allocation of such common stock, you will want to pay particular
attention to the description of that system we will provide in a prospectus
supplement.
Such
electronic system may allow bidders to directly participate, through electronic
access to an auction site, by submitting conditional offers to buy that are
subject to acceptance by us, and which may directly affect the price or other
terms and conditions at which such common stock is sold. These bidding or
ordering systems may present to each bidder, on a so-called “real-time” basis,
relevant information to assist in making a bid, such as the clearing spread at
which the offering would be sold, based on the bids submitted, and whether a
bidder’s individual bids would be accepted, prorated or rejected. Of course,
many pricing methods can and may also be used.
Upon
completion of such an electronic auction process, common stock will be allocated
based on prices bid, terms of bid or other factors. The final offering price at
which common stock would be sold and the allocation of common stock among
bidders would be based in whole or in part on the results of the Internet or
other electronic bidding process or auction.
General Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with
us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their
affiliates, may be customers of, engage in transactions with or perform services
for us, in the ordinary course of business. We will describe in the prospectus
supplement the nature of any such relationship and the name of the parties
involved. Any lockup arrangements will be set forth in the applicable
prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual reports, quarterly reports, current reports, proxy statements and other
information with the SEC. You may read and copy any of our SEC filings at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may call the SEC at 1-800-SEC-0330 for further information about the Public
Reference Room. Our SEC filings are also available to the public on the SEC’s
web site at www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The SEC
allows us to “incorporate by reference” information from some of our other SEC
filings. This means that we can disclose information to you by referring you to
those other filings, and the information incorporated by reference is considered
to be part of this prospectus. In addition, some information that we file with
the SEC after the date of this prospectus will automatically update, and in some
cases supersede, the information contained or otherwise incorporated by
reference in this prospectus. The following documents, which we filed with the
Securities and Exchange Commission, are incorporated by reference in this
prospectus:
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|
(a)
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Our
annual report on Form 10-K for the fiscal year ended December 31, 2007 (as
filed on March 31, 2008);
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(b)
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Our
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008
(as filed on May 15, 2008);
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(c)
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Our
quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2008
(as filed on August 14, 2008);
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(d)
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Our
quarterly report on Form 10-Q for the fiscal quarter ended September 30,
2008 (as filed on November 14,
2008);
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|
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(e)
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Our
current report on Form 8-K filed on September 29, 2008.
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|
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(f)
|
The
description of our common stock contained in our registration statement on
Form 8-A filed on August 7, 2008 with the SEC under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
|
Also
incorporated by reference into this prospectus are all documents that we may
file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
either (1) after the date of filing of this registration statement, and
(2) until all of the common stock to which this prospectus relates has been
sold or the offering is otherwise terminated. These documents include periodic
reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q,
and current reports on Form 8-K, as well as proxy statements. Pursuant to
General Instruction B of Form 8-K, any information submitted under
Item 2.02, Results of Operations and Financial Condition, or
Item 7.01, Regulation FD Disclosure, of Form 8-K is not deemed to be
“filed” for the purpose of Section 18 of the Exchange Act, and we are not
subject to the liabilities of Section 18 with respect to information
submitted under Item 2.02 or Item 7.01 of Form 8-K. We are not
incorporating by reference any information submitted under Item 2.02 or
Item 7.01 of Form 8-K into any filing under the Securities Act or the
Exchange Act or into this prospectus. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
You may
request copies of these filings, at no cost, by writing to or calling our
Investor Relations department at:
General
Steel Holdings, Inc.
Kuntai
International Mansion Building, Suite 2315
Yi No. 12
Chaoyangmenwai Avenue, Chaoyang District, Beijing 100020
Telephone:
+86(10)
58797346
LEGAL MATTERS
The
validity of the shares of common stock offered in this prospectus has been
passed upon for us by Dennis
Brovarone,
Attorney at Law.
EXPERTS
The
financial statements incorporated in this prospectus by reference to our annual
report on Form 10-K for the year ended December 31, 2007 have been so
incorporated in reliance on the report of Moore Stephens Wurth Frazer and
Torbet, LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14.
Other Expenses of Issuance and
Distribution.
The
following table provides the various expenses payable by us in connection with
the issuance and distribution of the shares being registered. All amounts shown
are estimates except the SEC registration fee.
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|
|
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Securities
and Exchange Commission registration fee
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$
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393
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Printing
and engraving expenses
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4,000
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Accounting
fees and expenses
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10,000
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|
|
Legal
fees and expenses
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45,000
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|
Miscellaneous
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5,000
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|
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|
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Total
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$
|
64,393
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Item 15.
Indemnification of Directors and
Officers.
Our
Articles of Incorporation do not speak to indemnification of directors and
officers and therefore the Nevada Revised Statutes will govern when a director,
officer or any person will be entitled to be indemnified by our Company. Our
company has not adopted any bylaws to govern indemnification of directors,
officers and other persons at the date of this registration
statement.
Item 16.
Exhibits.
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EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
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1.1
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Agreement
and Plan of Merger dated as of October 14, 2004 by and among American
Construction Company, General Steel Investment Co., Ltd. and Northwest
Steel Company, a Nevada corporation
(1)
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2.1
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Articles
of Incorporation of General Steel Holdings, Inc.
(2)
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3.1
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Joint
Venture agreement dated as of September 26, 2007 by and among General
Steel Holdings, Inc. and Shaanxi Longmen Iron and Steel Co.,
Ltd.
3
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*5.1
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|
Legal
opinion of Dennis
Brovarone
,
Attorney at Law.
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+10.1
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Form
of Securities Purchase Agreement (incorporated by reference to the
exhibits to Registrants Form 8-K/A filed on December 14,
2007)
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+10.2
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Form
of Registration Rights Agreement (incorporated by reference to the
exhibits to Form 8-K/A filed on December 14, 2007)
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+10.3
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Form
of Warrant (incorporated by reference to the exhibits to Registrants Form
8-K/A filed on December 14, 2007)
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|
|
|
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+10.4
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Form
of Senior Convertible Note (incorporated by reference to the exhibits to
Registrants Form 8-K/A filed on December 14,
2007)
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+21.1
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List
of Subsidiaries of the Registrant.
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|
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*23.1
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Consent
of Moore Stephens Wurth Frazer and Torbet, LLP, Certified Public
Accountants
|
|
|
|
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+24.1
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|
Power
of attorney (included on signature
page)
|
(+
documents previously filed, *documents filed with this registration statement;
** Documents to be filed by amendment).
|
(1)
|
Incorporated
by reference to the current report on Form 8-K/A, filed with the
Commission on October 19, 2004
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|
(2)
|
Incorporated
by reference to the registration statement on Form SB-2, filed with the
Commission on June 6, 2003
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(3)
|
Incorporated
by reference to the registration statement on Form 8-K, filed with the
Commission on September 29, 2007.
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B.
|
Financial
Statement Schedules
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All
schedules are omitted because they are not applicable or the required formation
is shown in our consolidated financial statements and related notes attached to
the prospectus.
Item17. Undertakings.
The
undersigned registrant hereby undertakes:
(a) (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) 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
Commission 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
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission 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.
provided
,
however
, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 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) (§ 230.424(b) of
this chapter) 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:
(A) 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
(B) 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 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 (§ 230.424 of this
chapter);
(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;
(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.
(b) The
undersigned registrant hereby undertakes 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
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 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 the city of
Beijing, People’s Republic of China, on the date specified below.
Dated
January 15, 2009
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GENERAL STEEL
HOLDINGS, INC.
|
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|
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|
By:
|
|
|
|
|
|
Name:
|
Zuosheng
Yu
|
|
|
|
|
Title:
|
President
and Chief Executive Officer
|
POWER OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints
Zuosheng
Yu
, and
each of them, as his or her true and lawful attorneys-in-fact and agents, 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 or all amendments
or supplements to this registration statement, whether pre-effective or
post-effective, including any subsequent registration statement for the same
offering which may be filed under Rule 462(b) under the Securities Act of 1933,
as amended, 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, and each of them, full power and authority to
do and perform each and every act and thing necessary or appropriate to be done
with respect to this registration statement or any amendments or supplements
hereto in the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities on January 15,
2009:
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
|
|
President
and Chief Executive Officer
|
|
YU,
Zuo Sheng
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
*
|
|
Director
and Chief Financial Officer
|
|
CHEN,
John
|
|
(Principal
Accounting and Financial Officer)
|
|
|
|
|
|
*
|
|
Director
|
|
WARNER,
Ross
|
|
|
|
|
|
|
|
*
|
|
Independent
Director
|
|
WONG,
John
|
|
|
|
|
|
|
|
*
|
|
Independent
Director
|
|
DU,
Qing Hai
|
|
|
|
|
|
|
|
*
|
|
Independent
Director
|
|
CAO,
Zhong Kui
|
|
|
|
|
|
|
|
*
|
|
Independent
Director
|
|
WANG,
Chris
|
|
|
|
|
|
|
|
*
|
|
Director,
General Manager of Longmen Joint Venture
|
|
ZHANG,
Dan Li
|
|
|
|
|
|
|
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*
|
|
Independent
Director
|
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HSU,
Fred
|
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|
Exhibit Index
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
5.1
|
|
Opinion
of Dennis
Brovarone
,
Attorney at Law.
|
|
|
|
|
|
23.1
|
|
Consent
of Moore Stephens Wurth Frazer and Torbet, LLP, Certified Public
Accountants.
|
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