AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2006
REGISTRATION NO. 333-112111
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ZHONGPIN INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 2011 54-2100419
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
21 CHANGSHE ROAD, CHANGGE CITY
HENAN PROVINCE, THE PEOPLE'S REPUBLIC OF CHINA
011 86 374-6216633
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
NORMAN C. KRISTOFF
P.O. BOX 181
194 UPPER TROY ROAD
FITZWILLIAM, NH 03447
TELEPHONE: (603) 352-1003
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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COPIES TO:
Eric M. Hellige, Esq.
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022-4441
Telephone: (212) 421-4100
Facsimile: (212) 326-0806
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable.
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. [ ]
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. [ ]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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ii
DEREGISTRATION OF EQUITY SECURITIES
Introduction
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On October 21, 2004, Zhongpin Inc. (formerly known as Strong Technical,
Inc.), a Delaware corporation (the "Company"), filed a registration statement on
Form SB-2 (SEC File No. 333-112111) (the "Registration Statement"). The
Registration Statement, as amended, registered an aggregate of 3,005,650 shares
of its common stock for resale by certain selling stockholders. On February 16,
2006, the Company effected a one-for-35.349 reverse stock split of its
outstanding shares of common stock, which reduced the number of shares
registered for resale under the Registration Statement to 85,027.87 shares.
Deregistration
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This Post-Effective Amendment No. 1 to the Registration Statement is
now being filed by the Company in order to de-register any of the remaining
shares of common stock that have been registered but remain unsold under the
Registration Statement. Accordingly, the Company hereby withdraws all registered
but unsold shares of common stock registered under the Registration Statement.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it met all
the requirements of filing on Form SB-2 and authorized this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, in Changge City, Henan Province, The People's Republic of China, on
July 18, 2006.
ZHONGPIN INC.
By: /s/ Xianfu Zhu
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Xianfu Zhu
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement was signed by the
following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE
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/s/ Xianfu Zhu Chairman of the Board of Directors July 18, 2006
- --------------------------- and Chief Executive Officer
Xianfu Zhu (Principal Executive Officer)
/s/ Yuanmei Ma Chief Financial Officer (Principal July 18, 2006
- --------------------------- Financial and Accounting Officer)
Yuanmei Ma
/s/ Xinyu Li Director July 18, 2006
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Xinyu Li
/s/ Yunchun Wang Director July 18, 2006
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Yunchun Wang