UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
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: 001-33669
FUSHI COPPERWELD, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 13-3140715 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
TYG Center Tower B, Suite 2601,
Dong San Huan Bei Lu Bing 2,
Beijing, PRC 100027
(Address of principal executive offices) (Zip Code)
(011)-86-10-8447-8280
(Registrant’s telephone number, including area code)
______________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer x Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 4, 2012 the registrant had 38,298,570 shares of common stock outstanding.
EXPLANATORY NOTE
This is Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (“Amendment No.1”), which was originally filed on May 10, 2012 with the Securities and Exchange Commission (the “Original 10-Q”).This Amendment No. 1 is filed solely to clarify the basis for the cash bonuses granted to Messrs. Longever and Studwell in March 2012. The Original 10-Q inaccurately linked the cash incentive award granted to Messrs. Longever and Studwell to the going private transaction.
Except as specifically referenced herein, this Amendment No. 1 does not reflect any event occurring subsequent to May 10, 2012, the filing date of the Original 10-Q.
PART II. OTHER INFORMATION
Item 5. Other Information
It has been the practice that the Compensation Committee of the Company approves, on an annual basis, the grant of long-term incentive equity awards to executive officers, which awards are primarily based upon the individual performance of the executive and, to a lesser extent, Company performance. On March 26, 2012, the Compensation Committee of the Board of Directors of the Company determined to grant each of Messrs. Longever and Studwell a cash bonus for 2012, in lieu of an equity award.
The cash bonus awarded to Mr. Longever was US$400,000 in the aggregate, 50% of which was payable immediately and the remaining 50% will be paid by the end of 2012. The cash bonus awarded to Mr. Studwell was US$300,000 in the aggregate, 50% of which was payable immediately and the remaining 50% will be paid by the end of fiscal year 2012.
Item 5. Exhibits
Exhibit No. | Document Description | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of the Principal Accounting and Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Principal Executive Officer and of the Principal Accounting and Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). | |
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 thereunto duly authorized.
| FUSHI COPPERWELD, INC. | ||
| Date: June 26, 2012 | By: | /s/ Craig H. Studwell |
| Name: Craig H. Studwell | ||
Title: Chief Financial Officer (Principal Accounting and Financial Officer) | ||
Exhibit Index
Exhibit No. | Document Description | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of the Principal Accounting and Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Principal Executive Officer and of the Principal Accounting and Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). | |
