As Filed with the Securities and Exchange Commission on September 28, 2007
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHINA ARCHITECTURAL ENGINEERING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of incorporation or organization) | 8711 (Primary Standard Industrial Classification Number) | 51-05021250 (I.R.S. Employer Identification Number) |
105 Baishi Road
Jiuzhou West Avenue
Zhuhai 519070
People’s Republic of China
0086-756-8538908
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Luo Ken Yi
105 Baishi Road
Jiuzhou West Avenue
Zhuhai 519070
People’s Republic of China
0086-756-8538908
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
Thomas J. Poletti, Esq. Katherine J. Blair, Esq. Kirkpatrick & Lockhart Preston Gates Ellis LLP 10100 Santa Monica Blvd., 7th Floor Los Angeles, California 90067 Telephone (310) 552-5000 Facsimile (310) 552-5001 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. x Registration No. 333-138603
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. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Price per Share | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(3) |
Common Stock, $.001 par value per share | 157,550 | $3.50 | $551,425 | $16.93 |
(1) | Includes 20,550 shares of common stock for which the underwriters have the option to purchase to cover over-allotments, if any. |
(2) | Based on the proposed offering price for the shares of common stock offered hereby. |
(3) | Calculated under Rule 457(o) of the Securities Act of 1933. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the "Commission") by China Architectural Engineering, Inc., a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-1 (Registration No. 333-138603), which was declared effective by the Commission on September 27, 2007.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
All exhibits filed with or incorporated by reference in Registration Statement No. 333-138603 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:
Exhibit | |
Number | Document |
5.1 | Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP |
23.1 | Consent of Samuel H. Wong & Co., LLP |
23.2 | Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1) |
24.1* | Power of Attorney |
______________
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-138603).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2007.
China Architectural Engineering, Inc. | ||
By: | /s/ Luo Ken Yi | |
Luo Ken Yi | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE | TITLE | DATE | ||
/s/ Luo Ken Yi | Chief Executive Officer, Chief Operating Officer and Chairman of the Board (Principal Executive Officer) | September 28, 2007 | ||
Luo Ken Yi | ||||
/s/ Wang Xin | Chief Financial Officer (Principal Financial and Accounting Officer) | September 28, 2007 | ||
Wang Xin | ||||
/s/ Tang Nianzhong | Vice General Manager and Director | September 28, 2007 | ||
Tang Nianzhong | ||||
/s/ Ye Ning | Vice General Manager and Director | September 28, 2007 | ||
Ye Ning | ||||
/s/ Zheng Jinfeng | Director | September 28, 2007 | ||
Zheng Jinfeng | ||||
/s/ Zhao Bao Jiang | Director | September 28, 2007 | ||
Zhao Bao Jiang | ||||
/s/ Kelly Wang | Director | September 28, 2007 | ||
Kelly Wang |
INDEX TO EXHIBITS
Exhibit | |
Number | Document |
5.1 | Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP |
23.1 | Consent of Samuel H. Wong & Co., LLP |
23.2 | Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1) |
24.1* | Power of Attorney |
______________
* Incorporated by reference to Registration Statement on Form S-1 (file no. 333-138603).