UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 31, 2009
FUQI INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-52383 | 20-1579407 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
5/F., Block 1, Shi Hua Industrial Zone Cui Zhu Road North Shenzhen, 518019 People’s Republic of China | N/A |
| (Address of principal executive offices) | (Zip code) |
| | |
| Registrant’s telephone number, including area code: | +86 (755) 2580-1888 |
| | |
N/A
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 31, 2009, Fuqi International, Inc. (the “Company”) entered into an underwriting agreement (the “Agreement”) with William Blair & Company, L.L.C., Oppenheimer & Co. Inc., and Cowen and Company, LLC, as representatives of the several underwriters (collectively, the “Underwriters”), relating to the public offering by the Company of 4,855,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $21.50 per share. The Company also granted the Underwriters an option to purchase up to an additional 726,395 shares of Common Stock to cover over-allotments, if any. The Shares are expected to be delivered against payment therefor on August 5, 2009.
The offering of the Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-160210) (the “Earlier Registration Statement”) and its registration statement on Form S-3 (File No. 333-160921) filed pursuant to Rule 462(b) of the Securities Act (together with the Earlier Registration Statement, the “Registration Statements”). The above description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1. In addition, the Agreement is incorporated by reference as an exhibit to the Registration Statements.
Item 7.01 Regulation FD Disclosure.
On July 31, 2009, the Company issued a press release announcing the amount and pricing of its public offering of shares of its Common Stock. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. Any offering will be made only through a prospectus supplement and accompanying prospectus.
The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description |
| 1.1 | Underwriting Agreement dated July 31, 2009 |
| 5.1 | Opinion of K&L Gates LLP |
| 23.1 | Consent of K&L Gates LLP (included in Exhibit 5.1) |
| 99.1 | Press release dated July 31, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 31, 2009 | FUQI INTERNATIONAL, INC. |
| | |
| | By: | /s/ Yu Kwai Chong |
| | Name: | Yu Kwai Chong |
| | Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number | Description |
| 1.1 | Underwriting Agreement dated July 31, 2009 |
| 5.1 | Opinion of K&L Gates LLP |
| 23.1 | Consent of K&L Gates LLP (included in Exhibit 5.1) |
| 99.1 | Press release dated July 31, 2009 |
