UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM 10 -K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2008
OR
o | 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 - 51312
SHENGTAI PHARMACEUTICAL, INC.
(formerly known as West Coast Car Company)
(Exact name of registrant as specified in its charter )
Delaware | | 54-2155579 |
State or other jurisdiction of organization | | (I.R.S. Employer incorporation or identification No.) |
Changda Road East, Development District, Changle County, Shandong, P.R.C. | | 262400 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including; area code 011 - 86 - 536 - 6295802
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Name of each exchange on which registered |
| | |
Securities registered pursuant to section 12(g) of the Act:
Common Stock
par value $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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. þ Yes ¨ No
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. þ Yes ¨ No
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 definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting companies in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ Do not check if a smaller reporting company | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No
The aggregate market value of the voting and no n -voting common equity held by non-affiliates* (8,041,780 shares of common s tock) computed by reference to the price of $3.16 per share of common stock at which the common equity was last sold on December 31, 2007, the last day of our most recently completed second fiscal quarter, as reported on www.yahoo.com was: $25,412,025.
* Excludes common stock held by executive officers, directors and stockholders whose individual ownership exceeds 10 % of common stock outstanding on June 30, 2008.
There were 19,094,805 shares of Common Stock, par value $0.001, issued and outstanding as of September 24, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
List here under the following documents if incorporated by reference and the Part of the Form 1 0 -K (e.g., Part I, Part II, etc.) in t o which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None.
EXPLANATORY NOTE
The purpose of this Amendment No.2 to the Annual Report on Form 10-K/A is solely to include certification exhibits which were omitted from Amendment No. 1 to the Annual Report on Form 10-K/A filed on August 7, 2009. Other than the cover page, signature page and said exhibits, the remainder of Amendment No. 1 is unchanged and is not reproduced in this Amendment No. 2. This Amendment and Amendment No. 1 do not modify or update disclosures in the original 10-K affected by subsequent events.
Incorporated by Reference, except as otherwise noted
| | | | | | Filing |
Exhibit | | | | | | Date / period |
Number | | Exhibit Description | | Form | | End Date |
| | | | | | |
3.1 | | Amended and Restated Certificate of Incorporation | | Form 10-SB | | September 26, 2006 |
| | | | | | |
3.2 | | By Laws | | Form 10-SB | | September 26, 2006 |
| | | | | | |
4.1 | | Form of Warrants to Investors | | Form 8-K | | May 21, 2007 |
| | | | | | |
10.1 | | Share Exchange Agreement dated May 1 5, 2007 by and among the Company and Shengtai Holding, Inc | | Form 8-K | | May 21, 2007 |
| | | | | | |
10.2 | | Share Purchase Agreement dated as of May 15, 2007 between the Company and the Purchasers | | Form 8-K | | May 21, 2007 |
| | | | | | |
10.3 | | Employment Agreement dated May 1, 2008 between the Company and Yiru Shi | | Form 10-K | | May 29, 2008 |
| | | | | | |
16.1 | | Letter dated May 17, 2007 from West Coast Car Company to Mantyla McRobers LLC | | Form 8-K | | May 21, 2007 |
| | | | | | |
16.2 | | Letter dated May 23, 2007 from Mantyla McReynolds LLC to the Securities and Exchange Commission | | Form 8-K/A | | May 24, 2007 |
| | | | | | |
21.1 | | List of Subsidiaries | | Form 8-K | | May 21, 2007 |
| | | | | | |
31.1 | | CERTIFICATION - SECTION 302 - CEO | | | | * |
31-2 | | CERTIFICATION - SECTION 302 - CFO | | | | * |
32-1 | | Certification – Section 906- CEO | | | | * |
32-2 | | Certification – Section 906- CFO | | | | * |
99.1 | | Press release dated May 21, 2007 issued by West Coast Car Company | | Form 8-K | | May 21, 2007 |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
| SHENGTAI PHARMACEUTICAL, INC. |
| (Registrant) |
| | |
| By: | /s/ Qingtai Liu |
| | Qingtai Liu |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| | Date: August 13, 2009 |