As
filed with the Securities and Exchange Commission on December 4,
2009
Registration
No. 333-156504
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-3
(Amendment
No. 4)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA PRECISION STEEL,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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14-1623047
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
Number)
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China
Precision Steel, Inc.
18th
Floor, Teda Building
87
Wing Lok Street
Sheung
Wan, Hong Kong
People’s
Republic of China
+852-2543-2290
(Address,
including zip code, and telephone number, including area code
of
registrant’s principal executive offices)
Wo
Hing Li
8th
Floor, Teda Building
87
Wing Lok Street
Sheung
Wan, Hong Kong
People’s
Republic of China
+852-2543-2290
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Scott
C. Kline, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
50
Fremont Street
San
Francisco, CA 94105-2228
(415)
983-1000
Approximate date of commencement of
proposed sale to the public: From time to time after this Registration
Statement becomes effective, as determined by market conditions and other
factors.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.¨
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.¨
If this
form is a registration statement pursuant to General Instruction 1.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.¨
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction 1.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company x
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Calculation of Additional
Registration Fee(1)
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Title of Each Class of Securities to be
Registered
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Proposed Maximum Aggregate
Offering Price(1) (2) (3)
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Amount of Registration
Fee(4)
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Common
Stock, $0.001 par value per share
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—
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—
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Preferred
Stock, $0.001 par value per share
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—
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—
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Warrants
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—
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—
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Units
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—
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—
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TOTAL
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$
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40,000,000
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$
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1,572
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(1)
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There
are being registered hereunder such indeterminate number of shares of
common stock and preferred stock, such indeterminate number of warrants to
purchase shares of common stock, and/or preferred stock, and such
indeterminate number of units as may be sold by the registrant from time
to time, which together shall have an aggregate initial offering price not
to exceed $40,000,000 or its equivalent in any other currency, currency
units, or composite currency or currencies. The proposed maximum offering
price per unit will be determined, from time to time, by the registrant in
connection with the issuance by the registrant of the securities
registered hereunder. Any securities registered hereunder may
be sold separately or as units with the other securities registered
hereunder. Pursuant to Rule 416 under the Securities Act, the shares being
registered hereunder include such indeterminate number of shares of common
stock and preferred stock, and such indeterminate number of warrants to
purchase shares of common stock and/or and preferred stock as may be
issuable with respect to the shares being registered hereunder as a result
of stock splits, stock dividends or similar transactions. The aggregate
amount of the registrant’s common stock, preferred stock and/or warrants
registered hereunder that may be sold in “at the market” offerings for the
account of the registrant is limited to that which is permissible under
Rule 415(a)(4) under the Securities Act. The proposed maximum offering
price per unit will be determined, from time to time, by the registrant in
connection with the issuance by the registrant of the securities
registered hereunder. Any securities registered hereunder may be sold
separately or as units with the other securities registered
hereunder.
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(2)
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Not specified as to each class of
securities to be registered hereunder pursuant to General Instruction
II.D. to Form S-3 under the Securities
Act.
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(3)
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Subject to footnote (1), there
are also being registered hereunder an indeterminate principal amount or
number of shares of common stock or preferred stock that may be issued
upon conversion of, or in exchange for, preferred stock registered
hereunder or upon exercise of warrants registered hereunder, as the case
may be.
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(4)
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Calculated
pursuant to Rule 457(o) under the Securities Act, which permits the
registration fee to be calculated on the basis of the maximum aggregate
offering price of all securities listed. A fee of $1,572 was
previously paid in connection with the filing of the initial registration
statement on Form S-3 on December 30, 2008 (Commission File No.
333-156504).
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended, or until this Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject
to Completion, Dated December 4, 2009
PROSPECTUS
$40,000,000
CHINA
PRECISION STEEL, INC.
Common
Stock
Preferred
Stock
Warrants
Units
We may
offer, issue and sell shares of our common stock, par value $0.001, preferred
stock, par value $0.001, warrants and units from time to time, in one or more
issuances. This prospectus provides a general description of offerings of these
securities that we may undertake. The aggregate public offering price
of securities being offered will not exceed $40,000,000.
Each time
we sell shares of our securities pursuant to this prospectus, we will provide
the specific terms of such offering in a supplement to this prospectus. The
prospectus supplement may also add, update, or change information contained in
this prospectus. You should read this prospectus and the accompanying prospectus
supplement, together with additional information described under the headings
“Where You Can Find More Information” and “Information Incorporated by
Reference,” before you make your investment decision.
This
prospectus may not be used to offer or sell our securities unless accompanied by
a prospectus supplement. The information contained or incorporated in this
prospectus or in any prospectus supplement is accurate only as of the date of
this prospectus, or such prospectus supplement, as applicable, regardless of the
time of delivery of this prospectus or any sale of these
securities.
Our
common stock is listed on the NASDAQ Capital Market under the symbol
“CPSL.” On November 30, 2009, the last reported per share sale price
of our common stock was $5.97. You are urged to obtain current market
quotations of our common stock before purchasing any of the shares being offered
for sale pursuant to this prospectus. The aggregate market value of
our outstanding common stock held by non-affiliates is $185,151,879, based on
46,562,955 shares of outstanding common stock, of which 31,013,715, or 66.6%,
are held by non-affiliates, and a per share price of $5.97 based on the closing
sale price of our common stock on November 30, 2009.
We may
offer securities through underwriting syndicates managed or co-managed by one or
more underwriters, through agents, or directly to purchasers. The prospectus
supplement for each offering of securities will describe the plan of
distribution for that offering. For general information about the distribution
of securities offered, please see “Plan of Distribution” in this
prospectus.
Investing
in the securities being offered pursuant to this prospectus involves a high
degree of risk. You should carefully read and consider the information set forth
in the section of this prospectus titled “Risk Factors,” beginning on page 3,
when determining whether to purchase any of these shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus or
any prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
- 2
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The date
of this prospectus is _____________,
2009
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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4
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Risk
Factors
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5
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Forward-Looking
Statements
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5
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Use
of Proceeds
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5
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Ratio
of Earnings to Fixed Charges
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6
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Description
of Securities
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6
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Plan
of Distribution
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9
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Legal
Matters
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10
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Experts
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10
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Where
You Can Find More Information
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10
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Incorporation
of Certain Information By Reference
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10
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INFORMATION
CONTAINED IN THIS PROSPECTUS
You
should rely only on the information we have provided or incorporated by
reference in this prospectus, any prospectus supplement or any free writing
prospectus. No person has been authorized to give any information or
to make any representation not contained in this prospectus in connection with
the offering of our securities and, if given or made, no one may rely on such
unauthorized information or representations. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy these
securities in any jurisdiction in which such offer or solicitation may not be
legally made. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof. You should assume that the information in this
prospectus or any prospectus supplement is accurate only as of the date on the
front of the document and that any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any sale of our
securities. In this prospectus and any prospectus supplement, unless
otherwise indicated, “CPSL,” “the Company,” “we,” “us” and “our” refer to China
Precision Steel, Inc. and its subsidiaries.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or SEC, using a “shelf” registration process. Under
this shelf registration process, we may offer shares of common stock, preferred
stock, warrants or units described in this prospectus in one or more offerings
up to a total dollar amount of $40,000,000. Each time we offer such securities
we will provide a prospectus supplement that will contain more specific
information about the securities offered. We may also add, update or change in
the prospectus supplement any of the information contained in this prospectus.
This prospectus, together with applicable prospectus supplements, includes all
material information relating to this offering. Please read carefully both this
prospectus and any prospectus supplement, together with the additional
information described below under the headings “Where You Can Find More
Information” and “Information Incorporated by Reference.” THIS PROSPECTUS MAY NOT BE USED TO
CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.
- 3
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PROSPECTUS
SUMMARY
This
summary highlights information about us and the securities being offered by this
prospectus. This summary is not complete and may not contain all of
the information that you should consider prior to investing in our
securities. You should read this prospectus, including all documents
incorporated herein by reference, together with additional information described
under the headings “Where You Can Find More Information” and “Information
Incorporated by Reference.”
Our
Company
We are a
Delaware holding company whose China-based operating subsidiaries are primarily
engaged in the manufacture and sale of high precision cold-rolled steel products
and in the provision of heat treatment and cutting of medium and high carbon
hot-rolled steel strips. We are headquartered in Sheung Wan, Hong
Kong.
We became
a public company in May 1997 through a reverse merger with SSI Capital
Corporation. At that time, we changed our name to OraLabs Holding Corp. and our
principal business was the production and sale of consumer products relating to
oral care and lip care and the distribution of nutritional supplements through
our wholly-owned subsidiary, OraLabs, Inc. In December 2006, we merged with
Partner Success Holdings Limited, or PSHL, a British Virgin Islands business
company which owns Chengtong. In connection with that transaction, we
subsequently redeemed all of the shares of our outstanding common stock owned by
our former President, Gary Schlatter, in exchange for all of the issued shares
of OraLabs, Inc. Thereafter, we renamed ourselves China Precision Steel, Inc. to
reflect our continuing operations.
Through
our wholly-owned operating subsidiaries, Shanghai Chengtong Precision Strip
Company Limited, or Chengtong, and Shanghai Blessford Alloy Company Limited, or
Shanghai Blessford, we are a niche and high value-added steel processing
company. We use commodity steel to create a specialty premium steel
intended to yield above-average industry gross margins. Specialty precision
steel pertains to the precision of measurements and tolerances of thickness,
shape, width, surface finish and other special quality features of
highly-engineered end-use applications. We manufacture and sell
precision ultra-thin and high strength cold-rolled steel products with
thicknesses ranging from 7.5 mm to 0.03 mm. We also provide heat treatment and
cutting and slitting of cold-rolled steel strips not exceeding 7.5 mm thickness.
Our process puts hot-rolled de-scaled (pickled) steel coils through a
cold-rolling mill, utilizing our patented systems and high technology reduction
processing procedures, to make steel coils and sheets in customized thicknesses,
according to customer specifications. Currently, our specialty
precision products are mainly used in the manufacture of automobile parts and
components, steel roofing, plane friction discs, appliances, food packaging
materials, saw blades, textile needles and microelectronics.
Most of
our sales are made domestically in China, however, over the course of the past
two years, we have begun to alter our product mix to meet market demands in our
primary market, as well as to expand into overseas
markets. During fiscal 2007, we began exporting our
cold-rolled steel products to Thailand, Nigeria and Ethiopia and we intend to
expand into additional overseas markets in the future, subject to suitable
market conditions and favorable regulatory controls. We continue to
focus on the production of higher margin products, although we have increased
production of certain of our lower margin products due to market
demand. These changes in our strategy have created increased capital
requirements as we have sought to construct additional rolling mills to
accommodate our planned growth.
Our
market is highly competitive, although we have focused on a niche market that
allows us to compete effectively as we continue to grow our
business. We face significant competition for raw materials,
especially crude steel, and our financial results may be impacted by changes in
the market prices for these materials. Given our size, we do not have
the ability to influence the prices at which we must purchase raw
materials. However, the nature of our products enables us to pass on
all or part of the price fluctuations in raw materials to our
customers.
As of
June 30, 2009, we had an annual production capacity of approximately 120,000
tons. Our first rolling mill, which has an operating capacity of 60,000 to
70,000 tons depending on the thickness of the steel processed, primarily
manufactures low carbon precision cold-rolled steel products. Our
second cold-rolling mill, which has been operating since October 2006 with a
production design capacity of 100,000 tons, has achieved 60% of its design
capacity as of June 30, 2009. We have completed construction of our third cold
rolling mill and are currently in the stage of testing and commissioning. Each
mill takes approximately three to four years to reach its full operating
capacity. The second and third mills have similar capacities and will focus on
the production of high carbon, high strength cold-rolled steel products and the
production of more complex precision steel products that cannot be manufactured
in our first rolling mill. Due to reduced orders on hand, our two rolling mills
were running at approximately 70% utilization rate as of June 30,
2009.
During
the three months ended September 30, 2009, and the fiscal years ended June 30,
2009, 2008 and 2007, we incurred a net loss of $275,191 and $408,338, and earned
net income of $18,583,111 and $7,472,661, respectively, and at September 30,
2009 and June 30, 2009, we had total assets of $165,467,137 and $163,409,114,
respectively. Chengtong and Shanghai Blessford currently have
approximately 331 employees, including 45 senior management and technical staff
members, and operate in 20,000 square meters of production facilities in Jiading
District, Shanghai, the PRC, on four acres of leased
land.
- 4
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Principal
Executive Offices
Our
corporate headquarters are located at 18th Floor,
Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, and our telephone
number is (011) 852-2543-2290. Our agent for service of process in
the United States is Corporation Service Company, 2711 Centerville Road,
Wilmington, Delaware 19808. Our common stock is listed on The NASDAQ
Capital Market under the symbol “CPSL.” Although we maintain a
website at www.chinaprecisionsteelinc.com,
we do not intend that information available on our website be incorporated into
this filing.
RISK
FACTORS
Before
making an investment decision, you should carefully consider the risks described
below, as well as those disclosed under the “Risk Factors” heading in the
applicable prospectus supplement, in our most recent Annual Report on
Form 10-K, and in any updates in our Quarterly Reports on Form 10-Q, together
with all of the other information appearing in this prospectus or incorporated
by reference into this prospectus and any applicable prospectus supplement, in
light of your particular investment objectives and financial circumstances. Our
business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our securities
could decline due to any of these risk factors, and you may lose all or any part
of your investment.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains and incorporates “forward-looking statements” within the
meaning of Section 27A of the United States Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the United States Securities Exchange
Act of 1934, as amended, or the Exchange Act. Any statements about
our expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be
forward-looking. These statements are often, but not always, made
through the use of words or phrases like “anticipate,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,”
“we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we
plan,” the negative of those terms, and similar words or phrases. We
base these forward-looking statements on our expectations, assumptions,
estimates and projections about our business and the industry in which we
operate as of the date of this prospectus. These forward-looking
statements are subject to a number of risks and uncertainties that cannot be
predicted, quantified or controlled and that could cause actual results to
differ materially from those set forth in, contemplated by, or underlying the
forward-looking statements. Statements in this prospectus and in
documents incorporated into this prospectus, including those set forth below in
“Risk Factors, “describe factors, among others, that could contribute to or
cause these differences.
Because
the factors discussed in this prospectus or incorporated by reference could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements made by us or on our behalf, you should not place
undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement or statements to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to predict which will
arise. In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements.
USE
OF PROCEEDS
Except
specified otherwise in any prospectus supplement, we expect to use the net
proceeds from the sale of the securities offered hereby to finance our growth
plans including possible acquisitions and/or to fund the future expansion of our
existing manufacturing facilities, as well as for general working capital
purposes. Pending these uses, we plan to invest the net proceeds in
investment-grade, interest-bearing securities.
- 5
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RATIO
OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
The
following table shows our ratio of earnings to combined fixed charges and
preferred stock dividends for the periods indicated:
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Three
Months
Ended
September
30,
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Years Ended June 30,
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2009
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2009
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2008
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2007
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2006
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2005
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Ratio
of earnings to combined fixed charges and preferred stock
dividends:
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Including
deposit interest
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(0.14
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)
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0.94
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16.50
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7.93
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9.06
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14.62
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Excluding
deposit interest
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(0.15
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)
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0.88
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16.26
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7.84
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9.06
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14.62
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We have
computed the ratio of earnings to combined fixed charges and preferred stock
dividends set forth above by dividing earnings from continuing operations by
fixed charges. For the purpose of determining the ratios, earnings include
pre-tax income from continuing operations, extraordinary charges and changes in
accounting principles plus fixed charges (excluding capitalized interest). Fixed
charges consist of the sum of interest on all indebtedness (including
capitalized interest), interest expense on deposits, as applicable, and interest
within rental expense, which is estimated to be one-third of rental
expense. We do not have any preferred stock issued and
outstanding.
DESCRIPTION
OF SECURITIES
The
following description, together with the additional information included in any
applicable prospectus supplement, summarizes the material terms of our
securities that may be offer under this prospectus. For a complete
description of the terms of our common stock and preferred stock, please refer
to our certificate of incorporation and our amended and restated by-laws, each
of which are incorporated by reference into the registration statement which
includes this prospectus. The terms of our common and preferred stock
may also be affected by the General Corporation Law of Delaware. We
will also include in the prospectus supplement, where applicable, information
about material United States federal income tax considerations relating to our
securities. See “Where You Can Find More Information.”
Common
Stock
We are
authorized to issue up to 62,000,000 shares of common stock, par value
$0.001. As of November 30, 2009, there were 46,562,955 shares of our
common stock outstanding held by approximately 874 stockholders. Holders of our
common stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common
stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of our common stock are
entitled to receive proportionately any dividends as may be declared by our
board of directors. Upon our liquidation, dissolution or winding up,
the holders of our common stock are entitled to receive proportionately our net
assets available for distribution after the payment of all debts and other
liabilities. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. Our common stock is
traded on The NASDAQ Capital Market under the symbol “CPSL.”
All of
our issued and outstanding shares of common stock are duly authorized, validly
issued, fully paid and nonassessable. The rights, preferences and
privileges of holders of our common stock are subject to and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock which we may, subject to stockholder approval, authorize, designate and
issue in the future. To the extent that additional shares of our
common stock are issued, the relative interests of existing stockholders will be
diluted.
Preferred
Stock
We are
authorized to issue up to 8,000,000 shares of preferred shares, par value
$0.001, issuable in series. No shares of preferred stock are
currently outstanding. Our board of directors is authorized, subject
to limits imposed by relevant Delaware laws, to issue shares of preferred stock
in one or more classes or series within a class upon authority of the board
without further stockholder approval. Any preferred stock issued in
the future may rank senior to the common stock with respect to the payment of
dividends or amounts upon liquidation, dissolution or winding up of us, or
both. In addition, any such shares of preferred stock may have class
or series voting rights.
- 6
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If we
offer a specific series of preferred stock under this prospectus, we will
describe the terms of the preferred stock in the prospectus supplement for such
offering and will file a copy of the certificate establishing the terms of the
preferred stock with the SEC. To the extent required, this description will
include:
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·
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the title and stated
value;
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·
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the number of shares offered, the
liquidation preference per share and the purchase
price;
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·
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the dividend rate(s), period(s)
and/or payment date(s), or method(s) of calculation for such
dividends;
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·
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whether dividends will be
cumulative or non-cumulative and, if cumulative, the date from which
dividends will accumulate;
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·
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the procedures for any auction
and remarketing, if any;
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·
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the provisions for a sinking
fund, if any;
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·
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the provisions for redemption, if
applicable;
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·
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any listing of the preferred
stock on any securities exchange or
market;
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·
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whether the preferred stock will
be convertible into our common stock, and, if applicable, the conversion
price (or how it will be calculated) and conversion
period;
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·
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whether the preferred stock will
be exchangeable into debt securities, and, if applicable, the exchange
price (or how it will be calculated) and exchange
period;
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·
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voting rights, if any, of the
preferred stock;
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·
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a discussion of any material
and/or special U.S. federal income tax considerations applicable to the
preferred stock;
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·
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the relative ranking and
preferences of the preferred stock as to dividend rights and rights upon
liquidation, dissolution or winding up of the affairs of China Precision
Steel, Inc.; and
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·
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any material limitations on
issuance of any class or series of preferred stock ranking senior to or on
a parity with the series of preferred stock as to dividend rights and
rights upon liquidation, dissolution or winding up of China Precision
Steel, Inc.
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Warrants
We may
issue warrants to purchase preferred stock and/or common stock. We may issue the
warrants under warrant agreements to be entered into between us and a bank or
trust company, as warrant agent, all as described in the prospectus supplement.
If we issue the warrants under warrant agreements, the warrant agent will act
solely as our agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants. We will describe the particular terms of any
warrants that we offer in the prospectus supplement relating to those
warrants.
The
applicable prospectus supplement will contain, where applicable, the following
terms of, and other information relating to, the warrants:
|
|
·
|
the specific designation and
aggregate number of, and the price at which we will issue, the
warrants;
|
|
|
·
|
the currency or currency units in
which the offering price, if any, and the exercise price are
payable;
|
|
|
·
|
the designation, amount and terms
of the securities purchasable upon exercise of the
warrants;
|
|
|
·
|
if applicable, the exercise price
for shares of our common stock and the number of shares of common stock to
be received upon exercise of the
warrants;
|
|
|
·
|
if applicable, the exercise price
for shares of our preferred stock, the number of shares of preferred stock
to be received upon exercise, and a description of that series of our
preferred stock;
|
|
|
·
|
the date on which the right to
exercise the warrants will begin and the date on which that right will
expire or, if you may not continuously exercise the warrants throughout
that period, the specific date or dates on which you may exercise the
warrants;
|
|
|
·
|
whether the warrants will be
issued in fully registered form or bearer form, in definitive or global
form or in any combination of these
forms;
|
- 7
-
|
|
·
|
any applicable material U.S.
federal income tax
consequences;
|
|
|
·
|
the identity of the warrant agent
for the warrants and of any other depositaries, execution or paying
agents, transfer agents, registrars or other
agents;
|
|
|
·
|
the proposed listing, if any, of
the warrants or any securities purchasable upon exercise of the warrants
on any securities exchange;
|
|
|
·
|
if applicable, the date from and
after which the warrants and the common stock or preferred stock will be
separately transferable;
|
|
|
·
|
if applicable, the minimum or
maximum amount of the warrants that may be exercised at any one
time;
|
|
|
·
|
information with respect to
book-entry procedures, if
any;
|
|
|
·
|
the anti-dilution provisions of
the warrants, if any;
|
|
|
·
|
any redemption or call
provisions; and
|
|
|
·
|
any additional terms of the
warrants, including terms, procedures and limitations relating to the
exchange and exercise of the
warrants.
|
Units
We may
issue units comprised of one or more of the other securities described in this
prospectus in any combination. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the
holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date.
The
applicable prospectus supplement may describe:
|
|
·
|
the designation and terms of the
units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred
separately;
|
|
|
·
|
any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the
securities comprising the units;
and
|
|
|
·
|
any additional terms of the
governing unit agreement.
|
The
applicable prospectus supplement will describe the terms of any units. The
preceding description and any description of units in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in
its entirety by reference to the unit agreement and, if applicable, collateral
arrangements and depositary arrangements relating to
such units.
Anti-takeover
Effects of Our Certificate of Incorporation and By-laws
Our
Certificate of Incorporation and By-laws, as well as Delaware corporate law,
contain provisions that could delay or prevent a change of control or changes in
our management that a stockholder might consider favorable and may prevent you
from receiving a takeover premium for your shares. These provisions
include, for example: (i) our certificate of incorporation provides that only
our Chairman or any three (3) board members may call a special meeting of
stockholders; (ii) our Certificate of Incorporation cannot be amended unless our
board of directors recommends the amendment; (iii) our stockholders
cannot increase the size of our board of directors to more than nine (9) without
the approval of the board of directors; (iv) our board of directors is
authorized to issue up to 8,000,000 preferred shares without a stockholder vote;
and (v) our stockholders may not remove members from our board of directors
except for cause.
We are a
Delaware corporation subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. Generally, this statute prohibits
a publicly-held Delaware corporation from engaging in a business combination
with an interested stockholder (generally, persons who beneficially own 15% or
more of our outstanding voting stock), for a period of three years after the
date of the transaction in which such person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the stockholder. We anticipate that the
provisions of Section 203 may encourage parties interested in acquiring us to
negotiate in advance with our board of directors, because the stockholder
approval requirement would be avoided if a majority of the directors then in
office approve either the business combination or the transaction that results
in the stockholder becoming an interested stockholder. These
provisions apply even if the offer may be considered beneficial by some of our
stockholders.
Transfer
Agent and Registrar
The
transfer agent and registrar for our securities is Corporate Stock Transfer,
Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, and its
telephone number is (303) 282-4800.
- 8
-
PLAN
OF DISTRIBUTION
We may
sell the securities from time to time pursuant to underwritten public offerings,
negotiated transactions, block trades or a combination of these methods. We may
sell the securities (1) through underwriters (2) through agents
(3) directly to agents; (4) to or through broker dealers; and (5) through a
combination of any such methods of sale.
We may
distribute the securities from time to time in one or more
transactions:
|
|
·
|
at a fixed price or prices, which
may be changed;
|
|
|
·
|
at market prices prevailing at
the time of sale;
|
|
|
·
|
at prices related to such
prevailing market
prices; or
|
|
|
·
|
at negotiated
prices.
|
We may
also sell the securities offered by this prospectus in “at the market offerings”
within the meaning of Rule 415(a)(4) of the Securities Act, to or through market
maker or into an existing trading market, on an exchange or
otherwise.
We may
solicit directly offers to purchase the securities being offered by this
prospectus. We may also designate agents to solicit offers to purchase the
securities from time to time. We will name in a prospectus supplement any agent
involved in the offer or sale of our securities.
If we
utilize a dealer in the sale of the securities being offered by this prospectus,
we will sell these securities to the dealer, as principal. The dealer may then
resell the securities to the public at varying prices to be determined by the
dealer at the time of resale.
If we
utilize an underwriter in the sale of the securities being offered by this
prospectus, we will execute an underwriting agreement with the underwriter at
the time of sale and we will provide the name of any underwriter in the
prospectus supplement that the underwriter will use to make resales of the
common stock, preferred stock, warrants and units to the public. In connection
with the sale of the securities, we, or the purchasers of securities for whom
the underwriter may act as agent, may compensate the underwriter in the form of
underwriting discounts or commissions. The underwriter may sell the common
stock, preferred stock, warrants and units to or through dealers, and the
underwriter may compensate those dealers in the form of discounts, concessions
or commissions.
We will
provide in the applicable prospectus supplement any compensation we pay to
underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters within the meaning of the Securities Act of 1933 and any discounts
and commissions received by them and any profit realized by them on resale of
the securities may be deemed to be underwriting discounts and commissions. We
may enter into agreements to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act, or to
contribute to payments they may be required to make in respect
thereof. The underwriters, dealers and agents may engage in other
transactions with us, or perform services for us, in the ordinary course of
business.
Any
underwriter may engage in over-allotment, stabilizing and syndicate short
covering transactions and penalty bids in accordance with Regulation M of the
Exchange Act. Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions involve bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate short covering transactions involve purchases of
securities in the open market after the distribution has been completed in order
to cover syndicate short positions. Penalty bids permit the underwriters to
reclaim selling concessions from dealers when the securities originally sold by
such dealers are purchased in covering transactions to cover syndicate short
positions. These transactions may cause the price of the securities sold in an
offering to be higher than it would otherwise be. These transactions, if
commenced, may be discontinued by the underwriters at any time.
Our
common stock currently is traded on the NASDAQ Capital Market. Any
shares of our common stock sold pursuant to a prospectus supplement also will be
traded on the NASDAQ Capital Market or on an exchange on which our common stock
offered is then listed, subject (if applicable) to official notice of issuance.
We are not obligated to maintain our listing on the NASDAQ Capital Market. Any
underwriters to whom we sell our securities for public offering and sale may
make a market in the securities that they purchase, but the underwriters will
not be obligated to do so and may discontinue any market making at any time
without notice.
The
anticipated date of delivery of the securities offered hereby will be set forth
in the applicable prospectus supplement relating to each
offering.
-9-
LEGAL
MATTERS
The
validity of the issuance of the securities being offered by this prospectus will
be passed upon by Pillsbury Winthrop Shaw Pittman LLP, Washington,
DC.
EXPERTS
Our
consolidated financial statements for the years ended June 30, 2009 and 2008,
appearing in our Annual Report on Form 10-K for those years, have been audited
by Moore Stephens, an Independent
Registered Public Accounting Firm, as set forth in their report included
therein, and our consolidated financial statements for the year ended
June 30, 2007, appearing in our Annual Report on Form 10-K for that year, have
been audited by Murrell, Hall, McIntosh & Co., PLLP, an
Independent Registered Public Accounting Firm, as set forth in their reports
included therein, and are incorporated herein by reference in reliance upon such
reports given on the authority of each such firm as experts in accounting and
auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to "incorporate by reference" into this prospectus the information
that we have filed with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and the
information that we file later with the SEC will automatically update and
supersede the information contained in this prospectus. We incorporate by
reference the following documents that we have filed with the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act: (i) our Annual Report on Form 10-K
for the fiscal year ended June 30, 2009, filed with the SEC on September 28,
2009; (ii) our Quarterly Report on Form 10-Q for the quarter ended September 30,
2009, filed with the SEC on November 16, 2009; (iii) our Current Report on Form
8-K filed with the SEC on November 17, 2009; (iv) the description of our common
stock set forth in our registration statement on Form 8-A, filed on December 21,
2001, pursuant to Section 12(g) of the Securities Exchange Act, including any
amendment or reports filed for the purpose of updating such description; and (v)
all of our filings pursuant to the Exchange Act after the date of filing of the
initial registration statement and prior to the effectiveness of the
registration statement.
This
prospectus may contain information that updates, modifies or is contrary to
information in one or more of the documents incorporated by reference in this
prospectus. Reports we file with the SEC after the date of this prospectus may
also contain information that updates, modifies or is contrary to information in
this prospectus or in documents incorporated by reference in this prospectus.
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of this offering, shall be
deemed to be incorporated by reference into this prospectus. Investors should
review these reports as they may disclose a change in our business, prospects,
financial condition or other affairs after the date of this
prospectus.
You
should rely only upon the information provided in this prospectus, any
prospectus supplement, any free writing prospectus, or the documents
incorporated by reference herein or therein. We have not authorized anyone else
to provide you with any other information. You should not assume that the
information in this prospectus, any prospectus supplement, any free writing
prospectus, or the documents incorporated by reference herein or therein, is
accurate as of any date other than their respective date or dates or on the date
or dates specified in these documents.
Upon the
written or oral request of any person, including a beneficial owner, to whom
this prospectus is delivered, we will provide, at no cost, a copy of any or all
of the information that is incorporated by reference in this prospectus but not
delivered with this prospectus, including copies of any exhibits that are
specifically incorporated by reference in such information. Requests
for such documents should be directed to: China Precision Steel, Inc., 8th
Floor, Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, People’s
Republic of China, Attn: Investor Relations (telephone
+852-2543-8223).
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934. Such reports
and other information may be inspected and copied at the SEC’s Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC also maintains an Internet site that contains reports,
proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of the SEC’s web site is
http://www.sec.gov.
-10-
We have
filed a registration statement on Form S-3 with the SEC with respect to the
securities offered in this offering. This prospectus is part of that
registration statement and, as permitted by the SEC’s rules, does not contain
all of the information included in the registration statement. For
further information about us and the securities offered in this offering, you
may refer to the registration statement and its exhibits and schedules as well
as the documents described herein or incorporated herein by
reference. You can review and copy these documents at the public
reference facilities maintained by the SEC or on the SEC’s website as described
above.
-11-
PROSPECTUS
$40,000,000
CHINA
PRECISION STEEL, INC.
Common
Stock
Preferred
Stock
Warrants
Units
PROSPECTUS
_________________,
2009
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following is a statement of estimated costs and expenses to be paid by us in
connection with the issuance and distribution of the securities being registered
hereby:
|
Amount to be
Paid(1)
|
||||
|
SEC
Registration Fee(2)
|
$
|
1,572
|
||
|
Accounting
Fees and Expenses
|
$
|
15,000
|
||
|
Legal
Fees and Expenses
|
$
|
15,000
|
||
|
Printing
Fees and Expenses
|
$
|
5,000
|
||
|
Miscellaneous
|
$
|
2,000
|
||
|
Total
|
$
|
38,572
|
||
|
|
(1)
|
All amounts shown, except the SEC
registration fee, are estimated and may vary based upon, among other
things, the number of issuances and the amount of securities offered. We
will pay all of these
expenses.
|
|
|
(2)
|
Represents $1,572 previously paid
in connection with Registration Statement No.
333-156504.
|
Item
15. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually or
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
the defendant directors, officers, employees or agents are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of
liability.
Our
certificate of incorporation states that our directors will not have personal
liability for monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law prohibits the
elimination or limitation of liability of directors for breaches of fiduciary
duty. We also carry liability insurance covering each of our
directors and officers.
Our
bylaws require us to indemnify our former and current directors and officers of
the Company against expenses incurred in any action brought against those
persons as a result of their role with the Company, to the fullest extent
permitted by law. Our board of directors has the discretion to
indemnify other persons acting in their capacity as authorized representatives
of the Company to the same extent. Similarly, we may, in some
circumstances, advance to a person potentially eligible for indemnification the
expenses incurred in defending such an action.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be
permitted to our directors, officers or persons controlling the company pursuant
to provisions of our articles of incorporation and bylaws, or otherwise, we have
been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification by such
director, officer or controlling person of us in the successful defense of any
action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
II-2
The
majority of our directors and all of our executive officers reside outside the
United States. In addition, our principal executive office is located
in Hong Kong. Outside the United States, it may be difficult for
investors to enforce judgments obtained against the Company, our director or our
officers in actions brought in the United States, including actions predicated
upon the civil liability provisions of U.S. federal securities
laws.
At the
present time, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of ours in which indemnification would be
required or permitted. We are not aware of any threatened litigation
or proceeding, which may result in a claim for such
indemnification.
Item
16. Exhibits.
The
following exhibits are filed herewith and as a part of this registration
statement:
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
1.1
|
Underwriting
Agreement +
|
|
|
3.1
|
Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s current report on Form 8-K, filed on January 4, 2007,
Exhibit 3.1)
|
|
|
3.2
|
Second
Amended and Restated Bylaws (incorporated herein by reference to the
Company’s annual report on Form 10-KSB, filed on March 31, 1999, Exhibit
3.1.II)
|
|
|
4.1
|
Specimen
Certificate for Registrant’s Common Stock (incorporated herein by
reference to Exhibit 4.1 of the Company’s registration statement on Form
S-3, filed on February 6, 2009)
|
|
|
4.2
|
Certificate
of Designation for Preferred Stock +
|
|
|
4.3
|
Form
of Preferred Stock Certificate +
|
|
|
4.4
|
Form
of Warrant Agreement (including form of Warrant) +
|
|
|
4.5
|
Form
of Unit Agreement (including form of Unit Certificate)
+
|
|
|
5.1
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP*
|
|
|
12.1
|
Statement
re Computation of Ratios*
|
|
|
23.1
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1)
|
|
|
23.2
|
Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm *
|
|
|
23.3
|
Consent
of Moore Stephens, Independent
Registered Public Accounting Firm *
|
|
|
24.1
|
Power
of Attorney (included on the signature page of the original registration
statement)
|
* Filed herewith
+ To be
filed by amendment or pursuant to a report to be filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, if applicable, and incorporated
herein by reference.
Item
17. Undertakings.
|
(a)
|
The undersigned registrant hereby
undertakes:
|
|
(1)
|
To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
II-3
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement; and
(iii)
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement,
provided, however, that
subsections (i), (ii) and (iii) above do not apply if the information required
to be included in a post-effective amendment by those subsections is contained
in reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
|
|
(2)
|
That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona
fide offering
thereof.
|
|
|
|
|
|
(3)
|
To remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
|
|
|
|
|
|
(4)
|
That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:
|
(i)
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
|
|
(5)
|
That, for the purpose of
determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such
purchaser:
|
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned
registrant;
II-4
(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 herein, 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 foregoing provisions, 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 Securities
Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such
issue.
|
II-5
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this amendment to registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Hong Kong, China, on this 4th day of December,
2009.
|
CHINA
PRECISION STEEL, INC.
|
|
|
By:
|
/s/ Wo Hing Li
|
|
Wo
Hing Li, President and Chief Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
By:
|
/s/ Leada Tak Tai Li
|
|
Leada
Tak Tai Li, Chief Financial Officer
|
|
|
(Principal
Financial and Accounting
Officer)
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
Chief
Executive Officer, President
|
||||
|
/s/ Wo Hing Li
|
and
Director (Principal Executive Officer)
|
December
4, 2009
|
||
|
Wo
Hing Li
|
||||
|
Chief
Financial Officer, Secretary and
Treasurer
|
||||
|
/s/ Leada Tak Tai Li
|
(Principal
Financial and Accounting Officer)
|
December
4, 2009
|
||
|
Leada
Tak Tai Li
|
||||
|
*
|
General
Manager, Director
|
December
4, 2009
|
||
|
Hai
Sheng Chen
|
||||
|
*
|
Director
|
December
4, 2009
|
||
|
Che
Kin Lui
|
||||
|
*
|
Director
|
December
4, 2009
|
||
|
David
Peter Wong
|
||||
|
*
|
Director
|
December
4, 2009
|
||
|
Tung
Kuen Tsui
|
|
* By
|
/s/ Wo Hing Li
|
|
Wo
Hing Li
|
|
|
Attorney-in-fact
|
EXHIBIT
INDEX
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
1.1
|
Underwriting
Agreement +
|
|
|
3.1
|
Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s current report on Form 8-K, filed on January 4, 2007,
Exhibit 3.1)
|
|
|
3.2
|
Second
Amended and Restated Bylaws (incorporated herein by reference to the
Company’s annual report on Form 10-KSB, filed on March 31, 1999, Exhibit
3.1.II)
|
|
|
4.1
|
Specimen
Certificate for Registrant’s Common Stock (incorporated herein
by reference to Exhibit 4.1 of the Company’s registration statement on
Form S-3, filed on February 6, 2009)
|
|
|
4.2
|
Certificate
of Designation for Preferred Stock +
|
|
|
4.3
|
Form
of Preferred Stock Certificate +
|
|
|
4.4
|
Form
of Warrant Agreement (including form of Warrant) +
|
|
|
4.5
|
Form
of Unit Agreement (including form of Unit Certificate)
+
|
|
|
5.1
|
Opinion
of Pillsbury Winthrop Shaw Pittman LLP*
|
|
|
12.1
|
Statement
re Computation of Ratios*
|
|
|
23.1
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1)
|
|
|
23.2
|
Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm *
|
|
|
23.3
|
Consent
of Moore Stephens, Independent
Registered Public Accounting Firm *
|
|
|
24.1
|
Power
of Attorney (included on the signature page of the original registration
statement)
|
* Filed herewith
+ To be
filed by amendment or pursuant to a report to be filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, if applicable, and incorporated
herein by reference.