Delaware
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14-1623047
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(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
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Copy
to:
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Scott
C. Kline, Esq.
Thelen
LLP
101
Second Street, Suite 1800
San
Francisco, CA 94105
(415)
371-1200
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Large accelerated filer | Accelerated filer T |
Non-accelerated filer (Do not check if a smaller reporting company) | Smaller reporting company |
Title
of Each Class of Securities to
be
Registered
|
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Amount to be
Registered(1)
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Proposed maximum
offering price per
share(2)
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Proposed Maximum
Aggregate
Offering
Price(2)
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Amount of
Registration Fee
|
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||||
Common
Stock, $0.001 par value per share
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|
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4,524,810
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$4.40
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$19,909,164
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$783
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(1)
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All
shares are being registered on this registration statement for resale
by
the selling stockholder named in this prospectus. Pursuant to Rule
416(a)
of the Securities Act of 1933, this registration statement also registers
such additional shares of the registrant’s common stock as may become
issuable to prevent dilution as a result of stock splits, stock dividends
or similar transactions with respect to the common shares being registered
hereunder.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low price for the Company’s Common
Stock on The NASDAQ Capital Market on September 17,
2008.
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SEC
registration fee
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$783
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Accounting
fees and expenses
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$
5,000
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Legal
fees and expenses
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$15,000
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Transfer
agent and registrar fees and expenses
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$1,000
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Miscellaneous
expenses
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$500
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Total
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$12,283
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EXHIBIT
NO.
|
|
DESCRIPTION
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|
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3.1
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Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
3.1)
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3.2
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|
Second
Amended and Restated Bylaws (incorporated herein by reference to
the
Company’s Form 10-KSB, dated March 31, 1999, Exhibit
3.1.II)
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4.1
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Specimen
Certificate for Common Stock (incorporated herein by reference to
the
Company’s Form 10-Q for the quarterly period ended December 31, 2006,
dated February 13, 2007, Exhibit 3.1)
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4.2
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Form
of Warrant (incorporated herein by reference to the Company’s Form 8-K,
dated February 16, 2007, Exhibit 4.1)
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4.3
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Warrant,
dated February 22, 2007, to Belmont Capital Group Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 4.2)
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4.4
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Warrant,
dated February 22, 2007, to CCG Elite Investor Relations
(incorporated herein by reference to the Company’s Form 8-K, dated
February 16, 2007, Exhibit 4.3)
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5.1**
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|
Opinion
of Thelen LLP
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10.1
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Redemption
Agreement, dated December 28, 2006 (incorporated herein by reference
to
the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.1)
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10.2
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Tax
Indemnity Agreement, dated December 28, 2006 (incorporated herein
by
reference to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.2)
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10.3
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2006
Long Term Incentive Plan (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.3)
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10.4
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2006
Director Stock Plan, dated March 1, 2006 (incorporated herein by
reference
to the Company’s Definitive Proxy Statement, dated November 27, 2006,
Annex 3)
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10.5
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Equipment
Mortgage Agreement between Chengtong and Raiffeisen Zentralbank Österreich
AG, dated January 12, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.4)
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10.6
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Mortgage
Agreement on Immovables between Shanghai Tuorong Precision Strip
Company
Limited and Raisffesien Zentralbank Öesterreich AG, dated January 12, 2005
(incorporated herein by reference to the Company’s Form 8-K, dated January
4, 2007, Exhibit 10.5)
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10.7
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Letter
of Offer between Chengtong and Raiffeisen Zentralbank Österreich AG, dated
October 14, 2004 (incorporated herein by reference to the Company’s Form
8-K, dated January 4, 2007, Exhibit 10.6)
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10.8
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Amendment
No. 1 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated December 28, 2004 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.7)
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10.9
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Amendment
No. 2 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated May 10, 2005 (incorporated herein by reference
to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.8)
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10.10
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Amendment
No. 3 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated July 26, 2005 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.9)
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10.11
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Debt
Reduction Agreement, dated February 13, 2007, by and among the Company,
Wo
Hing Li and Partner Success Holdings Limited (incorporated herein
by
reference to the Company’s Form 8-K, dated February 13, 2007, Exhibit
10.1)
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10.12
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Deed
of Release, dated February 13, 2007, from Wo Hing Li, in favor of
the
Company, Partner Success Holdings Limited and Shanghai Chengtong
Precision
Strip Co., Ltd. (incorporated herein by reference to the Company’s Form
8-K, dated February 13, 2007, Exhibit 10.2)
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10.13
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Amendment
to the Debt Reduction Agreement, dated February 20, 2007, by and
among the
Company, Wo Hing Li and Partner Success Holdings Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 10.4)
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10.14
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Form
of Stock Purchase Agreement, by and among the Company and the Investors,
dated February 16, 2007 (incorporated herein by reference to the
Company’s
Form 8-K, dated February 16, 2007, Exhibit 10.1)
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10.15
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Form
of Limited Standstill Agreement (incorporated herein by reference
to the
Company’s Form 8-K, dated February 16, 2007, Exhibit
10.2)
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10.16
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Form
of Subscription Agreement, dated November 1, 2007 (incorporated herein
by
reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.1)
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10.17
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Form
of Placement Agency Agreement, dated October 31, 2007 (incorporated
herein
by reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.2)
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21
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Subsidiaries
of the Registrant (incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed on September 15, 2008, Exhibit
21)
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22
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Published
report regarding matters submitted to vote of security holders
(Incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 2006, dated February
13,
2007, Exhibit 99.1)
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23.1**
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Consent
of Thelen LLP (included in Exhibit 5.1).
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23.2**
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Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm
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23.3**
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Consent
of Moore
Stephens, Independent
Registered Public Accounting Firm
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24.1*
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Power
of Attorney (included on the signature page
hereto).
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CHINA PRECISION STEEL, INC. | ||
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By: | /s/ Wo Hing Li | |
Wo
Hing Li, President and Chief Executive Officer
(Principal
Executive Officer)
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||
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By: | /s/ Leada Tak Tai Li | |
Leada
Tak Tai Li, Chief Financial Officer
(Principal
Financial and Accounting Officer)
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||
SIGNATURE
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TITLE
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DATE
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|||||
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||||||
/s/ Wo Hing Li |
Chief
Executive Officer, President
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September
30, 2008
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|||||
Wo
Hing Li
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and
Director (Principal Executive Officer)
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||||
/s/
Leada Tak Tai Li
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Chief
Financial Officer, Secretary and Treasurer
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September
30, 2008
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|||||
Leada
Tak Tai Li
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(Principal
Financial and Accounting Officer)
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||||
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/s/
Hai Sheng Chen
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General
Manager, Director
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September
30, 2008
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Hai
Sheng Chen
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/s/
Che Kin Lui
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Director
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September
30, 2008
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Che
Kin Lui
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||||
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/s/
David Peter Wong
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Director
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September
30, 2008
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||||
David
Peter Wong
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||||
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||||
/s/
Tung Kuen Tsui
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Director
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September
30, 2008
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||||
Tung
Kuen Tsui
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EXHIBIT
NO.
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
Amended
and Restated Articles of Incorporation (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
3.1)
|
3.2
|
|
Second
Amended and Restated Bylaws (incorporated herein by reference to
the
Company’s Form 10-KSB, dated March 31, 1999, Exhibit
3.1.II)
|
4.1
|
|
Specimen
Certificate for Common Stock (incorporated herein by reference to
the
Company’s Form 10-Q for the quarterly period ended December 31, 2006,
dated February 13, 2007, Exhibit 3.1)
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4.2
|
|
Form
of Warrant (incorporated herein by reference to the Company’s Form 8-K,
dated February 16, 2007, Exhibit 4.1)
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4.3
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Warrant,
dated February 22, 2007, to Belmont Capital Group Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 4.2)
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4.4
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Warrant,
dated February 22, 2007, to CCG Elite Investor Relations
(incorporated herein by reference to the Company’s Form 8-K, dated
February 16, 2007, Exhibit 4.3)
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5.1**
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Opinion
of Thelen LLP
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10.1
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Redemption
Agreement, dated December 28, 2006 (incorporated herein by reference
to
the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.1)
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10.2
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Tax
Indemnity Agreement, dated December 28, 2006 (incorporated herein
by
reference to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.2)
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10.3
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2006
Long Term Incentive Plan (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.3)
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10.4
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2006
Director Stock Plan, dated March 1, 2006 (incorporated herein by
reference
to the Company’s Definitive Proxy Statement, dated November 27, 2006,
Annex 3)
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10.5
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|
Equipment
Mortgage Agreement between Chengtong and Raiffeisen Zentralbank Österreich
AG, dated January 12, 2005 (incorporated herein by reference to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.4)
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10.6
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Mortgage
Agreement on Immovables between Shanghai Tuorong Precision Strip
Company
Limited and Raisffesien Zentralbank Öesterreich AG, dated January 12, 2005
(incorporated herein by reference to the Company’s Form 8-K, dated January
4, 2007, Exhibit 10.5)
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10.7
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Letter
of Offer between Chengtong and Raiffeisen Zentralbank Österreich AG, dated
October 14, 2004 (incorporated herein by reference to the Company’s Form
8-K, dated January 4, 2007, Exhibit 10.6)
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10.8
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Amendment
No. 1 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated December 28, 2004 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.7)
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10.9
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|
Amendment
No. 2 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated May 10, 2005 (incorporated herein by reference
to the
Company’s Form 8-K, dated January 4, 2007, Exhibit
10.8)
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10.10
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Amendment
No. 3 to Letter of Offer between Chengtong and Raiffeisen Zentralbank
Österreich AG, dated July 26, 2005 (incorporated herein by reference
to the Company’s Form 8-K, dated January 4, 2007, Exhibit
10.9)
|
10.11
|
|
Debt
Reduction Agreement, dated February 13, 2007, by and among the Company,
Wo
Hing Li and Partner Success Holdings Limited (incorporated herein
by
reference to the Company’s Form 8-K, dated February 13, 2007, Exhibit
10.1)
|
10.12
|
|
Deed
of Release, dated February 13, 2007, from Wo Hing Li, in favor of
the
Company, Partner Success Holdings Limited and Shanghai Chengtong
Precision
Strip Co., Ltd. (incorporated herein by reference to the Company’s Form
8-K, dated February 13, 2007, Exhibit
10.2)
|
10.13
|
|
Amendment
to the Debt Reduction Agreement, dated February 20, 2007, by and
among the
Company, Wo Hing Li and Partner Success Holdings Limited (incorporated
herein by reference to the Company’s Form 8-K, dated February 16, 2007,
Exhibit 10.4)
|
10.14
|
|
Form
of Stock Purchase Agreement, by and among the Company and the Investors,
dated February 16, 2007 (incorporated herein by reference to the
Company’s
Form 8-K, dated February 16, 2007, Exhibit 10.1)
|
10.15
|
|
Form
of Limited Standstill Agreement (incorporated herein by reference
to the
Company’s Form 8-K, dated February 16, 2007, Exhibit
10.2)
|
10.16
|
|
Form
of Subscription Agreement, dated November 1, 2007 (incorporated herein
by
reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.1)
|
10.17
|
|
Form
of Placement Agency Agreement, dated October 31, 2007 (incorporated
herein
by reference to the Company’s Form 8-K filed on November 1, 2007, Exhibit
10.2)
|
21
|
|
Subsidiaries
of the Registrant (incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed on September 15, 2008, Exhibit
21)
|
22
|
|
Published
report regarding matters submitted to vote of security holders
(Incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 2006, dated February
13,
2007, Exhibit 99.1)
|
23.1**
|
|
Consent
of Thelen 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
hereto).
|