Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934

Date of Report (Date of earliest event reported): October 26, 2015

General Steel Holdings, Inc.
(Exact name of registrant as specified in charter)

Nevada	001-33717	41-2079252
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Level 2, Building G, No. 2A Chen Jia Lin, Ba Li Zhuang, Chaoyang District, Beijing, China 100025
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:		+ 86 (10) 85723073

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 26, 2015, the Company filed a Certificate of Change with the Secretary of State of Nevada with an effective date and time of October 29, 2015 at 7:00am EDT/4:00am PDT (the “Effective Time”), at which time a 1-for-5 reverse stock split of the Company’s authorized shares of Common Stock, par value $0.001 (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), shall be effected.

Pursuant to Section 78.207 of the Nevada Revised Statutes, and pursuant to the Articles of Incorporation of the Company, on October 20, 2015 by unanimous written consent, the Board of Directors of the Company authorized the Reverse Stock Split. Pursuant to Section 78.209 of the Nevada Revised Statutes, our Board of Directors may take action to effect the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. Nevada law does not require the Company to obtain any vote or consent of our shareholders to consummate the Reverse Stock Split.

The Reverse Stock Split became effective for trading purposes at the market opening on October 29, 2015, at which time the Company’s Common Stock began trading on the NYSE on a split-adjusted basis under the symbol “GSI.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 370853 202.

The Company will round up to the next full share of the Company’s Common Stock any fractional shares that result from the Reverse Stock Split.

Item 8.01 Other Events.

On October 29, 2015, the Company issued a press release announcing the Effective Date of the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

3.6	Certificate of Change

99.1	Press Release issued on October 29, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL STEEL HOLDINGS, INC.

By: /s/ John Chen

Name: John Chen

Title: Chief Financial Officer

Dated: October 29, 2015

Exhibit Index

Exhibit No.	Description
3.6	Certificate of Change

99.1	Press Release issued on October 29, 2015

Exhibit 3.6


		BARBARA K. CEGAVSKE
		Secretary of State
		202 North Carson Street
		Carson City, Nevada 89701-4520
		(775) 684-5708
		Website: www.nvsos.gov





Certificate of Change Pursuant to NRS 78.209


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

Name of corporation:

General Steel Holdings, Inc.

The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

200,000,000 shares of Common Stock. $0.001 par value per share, 50,000,000 shares of Preferred Stock. $0.001 par value per share.

The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

40,000,000 shares of Common Stock, $0.001 par value per share. 50,000,000 shares of Preferred Stock, $0.001 par value per share.

The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The change affects the Common Stock. The change is a 1 for 5 reverse stock split of the Common Stock. One share of Common Stock will be issued after the change for five shares of Common Stock issued.

The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares of Common Stock shall be rounded up to the nearest whole share.

7.	Effective date and time of filing: (optional)	Date: October 29, 2015 Time: 4:00 AM

8.	Signature: (required)	(must not be later than 90 days after the certificate is filed)

X	Chief Financial Officer
Signature of Officer	Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Stock Split
	Revised. 1-5-15

Exhibit 99.1

General Steel Announces 1-for-5 Reverse Stock Split

BEIJING – October 29, 2015 – General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned steel producer in China, announced today that its Board of Directors has approved a one-for-five reverse stock split (the “Reverse Stock Split”) of its authorized shares of common stock, par value $0.001 (the “Common Stock”). On October 26, 2015, the Company filed a Certificate of Change with the Secretary of State of Nevada with an effective date and time of October 29, 2015 at 7:00 am EDT (the “Effective Date”).

Pursuant to Section 78.207 of the Nevada Revised Statutes, and pursuant to the Articles of Incorporation of the Company, on October 20, 2015 by unanimous written consent, the Board of Directors of the Company authorized the Reverse Stock Split. The Company believes that existing shareholders will benefit from the ability to attract a broader range of investors as a result of the Reverse Stock Split and a higher per share stock price.

On the Effective Date, every five issued and outstanding shares of Company Common Stock will be converted into one share of Company Common Stock, and the number of authorized shares of Company Common Stock will also be reduced on a one-for-five basis. While the Company's Common Stock will continue trading on the NYSE on a split-adjusted basis under the symbol “GSI.”, it will be assigned a new CUSIP number of 370853 202 following the effectiveness of the Reverse Stock Split.

As a result of the reverse stock split, the number of outstanding shares of General Steel’s Common Stock will be reduced from approximately 83 million to approximately 17 million. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will round up to the next full share of the Company’s Common Stock any fractional shares that result from the Reverse Stock Split.

About General Steel

General Steel Holdings, Inc. is a leading non-state-owned steel maker headquartered in Beijing, China. With seven million metric tons of crude steel production capacity under management, the Company produces a variety of steel products including rebar and high-speed wire. In addition to its steel business, the Company also designs, manufactures, and integrates radio frequency identification (“RFID”) systems. Through its majority equity interest in Catalon, the Company also develops and manufactures De-NOx honeycomb catalysts and industrial ceramics.

To be added to the General Steel email list to receive Company news, or to request a hard copy of the Company’s Annual Report on Form 10-K, please send your request to investor.relations@ gshi-steel.com.

General Steel Holdings, Inc.

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Forward-Looking Statements

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs about future events and financial, political and social trends and assumptions it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company's filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and elsewhere, including those disclosed in the Company's most recent Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission. Forward-looking statements contained herein speak only as of the date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise.

Contact Us

General Steel Holdings, Inc.

Joyce Sung

Tel: +1-347-534-1435

Email: joyce.sung@gshi-steel.com

Asia Bridge Capital Limited

Carene Toh

Tel: +1-888-957-3362

Email: generalsteel@asiabridgegroup.com