As
filed with the Securities and Exchange Commission on January 20,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1 TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GENERAL
STEEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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
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.
EXPLANATORY
NOTE
General
Steel Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to Form S-3
(this “Amendment”) to amend the Company’s Form S-3 filed with the Securities and
Exchange Commission on January 15, 2009 (the “Original S-3”). The purpose of
this Amendment is to provide the conforming signatures which are missing on the
signature page of the Original S-3.
This
Amendment is limited in scope to the portions of the Form S-3 set forth above
and does not amend, update, or change any other items or disclosures contained
in the Form S-3. Accordingly, all other items that remain unaffected
are omitted in this filing. None of the amendments to the Form S-3 reflected in
this amended Form S-3 resulted in a change to or restatement of the financial
statements or other financial information included in the Form
S-3.
This
amended Form S-3 continues to speak as of the date of its original filing and we
have not updated any disclosure to reflect any events that occurred at any
subsequent date. This filing of this amended Form S-3 shall be not
deemed an admission that the Original Form S-3, when made, included any untrue
statement of a material fact or omitted to state a material fact necessary to
make a statement therein not misleading.
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 Amendment No. 1 to the Form S-3 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 20, 2009
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GENERAL
STEEL HOLDINGS, INC.
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By:
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/s/
Zuosheng Yu
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Name:
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Zuosheng
Yu
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Title:
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President
and
Chief Executive Officer
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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 20,
2009:
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TITLE
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/s/
Yu, Zuo Sheng
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President
and Chief Executive Officer
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YU,
Zuo Sheng
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(Principal
Executive Officer)
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/s/
Chen, John*
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Director
and Chief Financial Officer
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CHEN,
John
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(Principal
Accounting and Financial Officer)
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*/s/
Warner, Ross
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Director
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WARNER,
Ross
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/s/
Wong, John*
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Independent
Director
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WONG,
John
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*/s/
Du, Qing Hai
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Independent
Director
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DU,
Qing Hai
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*/s/
Cao, Zhong Kui
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Independent
Director
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CAO,
Zhong Kui
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*/s/
Wang, Chris
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Independent
Director
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WANG,
Chris
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*/s/
Zhang, Dan Li
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Director,
General Manager of Longmen Joint Venture
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ZHANG,
Dan Li
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*/s/
Hsu, Fred
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Independent
Director
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HSU,
Fred
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