UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2008 .
or
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to __________.
Commission File Number 000-83125
YUHE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 87-0569467 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
301 Hailong Street Hanting District, Weifang, Shandong Province The People’s Republic of China |
| (Address including zip code of principal executive offices) |
Registrant’s telephone number, including area code (86) 536 736 3688
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ x Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008, based upon the closing price of the common stock as reported by the OTC Bulletin Board under the symbol “YUII” on such date, was approximately $13,700,000.
There were 15,722,180 shares of the registrant’s common stock issued and outstanding as of March 19, 2009.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A, the “Amendment”, amends the Company’s Annual Report on Form 10-K, the “Original Filing”, for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 31, 2009, and is being filed for the sole purpose to include a revised Item 12 showing the revised number and percentage of shares beneficially owned by Black River Small Capitalization Fund Ltd. and Black River Commodity Select Fund Ltd., which will include the shares held by UBS Securities LLC on behalf of Black River Small Capitalization Fund Ltd. and Black River Commodity Select Fund Ltd. as custodian and shares held by CEDE & Co as nominee for UBS Securities LLC. Please refer to notes (3), (4) and (7) under Item 12 in this report on Form 10-K/A.
In connection with the filing of the Amendment, and as required by Rule 12b-15 of the Securities Exchange Act of 1934, the Company is also filing as exhibits to this Amendment the certifications pursuant to Rule 13a-14(a). Because no financial statements are contained within this Amendment, the Company is not including those parts of the Rule 13a-14(a) certifications pertaining to financial statements and is not including certifications pursuant to Rule 13a-14(b) (18 U.S.C. §1350).
This Amendment to the Original Filing is solely for the purpose described above. The Company has not revised, modified or updated any other disclosures that were presented in the Original Filing, unless such revisions, modification or updates were expressly set forth herein. This Amendment does not reflect any events that may have occurred subsequent to the Original Filing. All other information not affected by this Amendment remains unchanged and reflects the disclosure made at the time of the filing of the Original Filing.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the Company’s common stock beneficially owned on March 19, 2009, and as adjusted after giving effect to the sale of the shares being sold in this offering for (i) each shareholder the Company knows to be the beneficial owner of 5% or more of its common stock, (ii) each of its “named executive officers” and directors, and (iii) all executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Unless otherwise indicated by the footnotes below, the Company believes, based on the information furnished to it and subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Percentage of ownership is based on 15,722,180 shares of the Company’s common stock outstanding as of March 19, 2009.
The following table excludes any shares of the Company’s common stock which may be issued for the round up of fractional shares and the special treatment to preserve round lot shareholders.
| Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Shares Beneficially Owned | |
| Greater than 5% Shareholders | | | | | |
Kunio Yamamoto 1 | | | 7,654,817 | | 48.7 | % |
| | | | | | | |
Pinnacle China Fund L.P. 2 | | | 1,214,378 | | 7.7 | % |
| | | | | | | |
Pinnacle Fund L.P. 2 | | | 1,214,378 | | 7.7 | % |
| | | | | | | |
Black River Small Capitalization Fund Ltd. 3 | | | 1,295,337 | | 8.2 | % |
| | | | | | | |
Black River Commodity Select Fund Ltd. 4 | | | 971,503 | | 6.2 | % |
| | | | | | | |
Ardsley Partners Fund II, LP 5 | | | 1,133,419 | | 7.2 | % |
| | | | | | | |
CEDE & Co 7 | | | 1,179,619 | | 7.5 | % |
| | | | | | | |
| Directors and Executive Officers | | | | | | |
| | | | | | | |
Gao Zhentao 1 | | | 0 | | * | % |
| | | | | | | |
Han Chengxiang 1 | | | 0 | | * | % |
| | | | | | | |
Hu Gang 1 | | | 0 | | * | % |
| | | | | | | |
Peter Li 1 | | | 0 | | * | % |
| | | | | | | |
Liu Yaojun 1 | | | 0 | | * | % |
| | | | | | | |
Greg Huett 1 | | | 0 | | * | % |
| | | | | | | |
Jiang Yingjun 1 | | | 0 | | * | % |
| | | | | | | |
Richard Crimmins 6 | | | 0 | | * | % |
| | | | | | | |
| All Executive Officers and Directors as a group | | | 0 | | * | % |
| (1) | Address is c/o Weifang Yuhe Poultry Co. Ltd., 301 Hailong Street, Hanting District, Weifang, Shandong Province, The People’s Republic of China. |
| (2) | Address is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. Barry Kitt has dispositive and voting power over the shares and may be deemed to be the beneficial owner of the shares of common stock beneficially owned by each of Pinnacle China Fund, L.P. and The Pinnacle Fund, L.P. Mr. Kitt disclaims beneficial ownership of the shares to the extent of his direct or indirect pecuniary interest. |
| (3) | Address is 12700 Whitewater Drive, Minnetonka, MN 55343-9438. Pursuant to an investment advisory agreement, Black River Asset Management LLC has investment and voting power with respect to the securities held by the Black River Small Capitalization Fund Ltd. 851,242 shares are held directly by Black River Small Capitalization Fund Ltd. and 444,095 shares are held by UBS Securities LLC as custodian on behalf of Black River Small Capitalization Fund Ltd. The said 444,095 shares are held by CEDE & Co as nominee for UBS Securities LLC as described in note (7) below. In the above table, the total number of shares beneficially owned by Black River Small Capitalization Fund Ltd. in the sum of 1,295,337 includes 444,095 shares held by CEDE & Co as nominee for UBS Securities LLC. |
| (4) | Address is 12700 Whitewater Drive, Minnetonka, MN 55343-9438. Pursuant to an investment advisory agreement, Black River Asset Management LLC has investment and voting power with respect to the securities held by the Black River Commodity Select Fund Ltd. 638,432 shares are held directly by Black River Commodity Select Fund Ltd. and 333,071 shares are held by UBS Securities LLC as custodian on behalf of Black River Commodity Select Fund Ltd. The said 333,071 shares are held by CEDE & Co as nominee for UBS Securities LLC as described in note (7) below. In the above table, the total number of shares beneficially owned by Black River Commodity Select Fund Ltd. in the sum of 971,503 includes 333,071 shares held by CEDE & Co as nominee for UBS Securities LLC. |
| (5) | Address is 262 Harbor Drive, 4th Floor, Stamford CT 06902. Ardsley Advisory Partners has investment and voting power with respect to the 178,571 shares held by Marion Lynton, 7,038,690 shares held by Ardsley Partners Fund II, L.P., 4,910,714 shares held by Ardsley Offshore Fund, Ltd. and 4,538,690 shares held by Ardsley Partners Institutional Fund, L.P. |
| (6) | Address is 4432 Long Fellow Drive, Plano, Texas 75093. |
| (7) | Address is c/o PO Box 222 Bowling Green Stati, New York, 10274. CEDE & Co holds 444,095 shares as nominee for UBS Securities LLC as described in note (3) above and 333,071 shares as nominee for UBS Securities LLC as described in note (4) above. In the above table, the total number of shares beneficially owned by CEDE & Co in the sum of 1,179,619 excludes 777,166 shares held as nominee for UBS Securities LLC. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 22, 2009
| | Yuhe International, Inc. |
| | | |
| | By: | /s/ Gao Zhentao |
| | Gao Zhentao |
| | Chief Executive Officer |
| | (On behalf of the Registrant and as Principal Executive Officer) |
| | By: | /s/ Hu Gang |
| | Hu Gang |
| | Chief Financial Officer |
| | (On behalf of the Registrant and as Principal Financial Officer) |
| | | |
| | By: | /s/ Jiang Yingjun |
| | Jiang Yingjun |
| | Chief Accounting Officer |
| | (On behalf of the Registrant and as Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Dated April 22, 2009 | /s/ Gao Zhentao |
| | Gao Zhentao |
| | Chief Executive Officer and Director |
| | |
| Dated April 22, 2009 | /s/ Hu Gang |
| | Hu Gang |
| | Chief Financial Officer |
| | |
| Dated April 22, 2009 | |
| | Gao Zhentao, attorney-in-fact executing on behalf of Peter Li, Director of the Registrant |
| | |
| Dated April 22, 2009 | |
| | Gao Zhentao, attorney-in-fact executing on behalf of Liu Yaojun, Director of the Registrant |
| | |
| Dated April 22, 2009 | |
| | Gao Zhentao, attorney-in-fact executing on behalf of Greg Huett, Director of the Registrant |
| | |
| Dated April 22, 2009 | /s/ Han Chengxiang |
| | Han Chengxiang |
| | Director |
Exhibit Index
Exhibit Number | | Description of Document |
| | | |
| 24.1 | | Power of Attorney [Incorporated by reference to Exhibit 24.1 to the registrant’s Annual Report on Form 10-K filed on March 31, 2009] |
| *31.1 | | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| *31.2 | | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *Filed herewith |
