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): January 27, 2010 (January 26, 2010)
FUSHI COPPERWELD, INC.
(Exact name of Registrant as specified in charter)
| Nevada | | 0-19276 | | 13-3140715 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification
No.) |
1 Shuang Qiang Road, Jinzhou, Dalian, People’s Republic of China | | 116100 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (011)-86-411-8770-3333
(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:
o | Written communications pursuant to Rule 425 under the Securities Act(17CFR230.425) |
o | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Item 1.01 – Entry into a Material Definitive Agreement.
On January 26, 2010, Fushi Copperweld, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies & Company, Inc., as representative of the underwriters (the “Underwriters”), related to a public offering of 6,500,000 shares of the Company’s common stock, par value $0.006 per share (the “Common Stock”), at a price of $8.00 per share less a 5.75% underwriting commission. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 975,000 shares of Common Stock to cover over-allotments, if any.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3, as amended and supplemented (Registration Statement No. 333-160449) filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item 8.01 Other Events.
On January 26, 2010, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report. The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated January 26, 2010. |
| | | |
| 5.1 | | Opinion of Lewis & Roca, LLP as to the legality of the shares of common stock that were registered on Registration Statement No. 333-160449, as amended |
| | | |
| 99.1 | | Press Release dated January 26, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | FUSHI COPPERWELD, INC. |
| | | |
| Date: January 27, 2010 | By : | /s/ Wenbing (Christopher) Wang |
| | | Name: Wenbing (Christopher) Wang |
| | | Title: President |
