As filed with the Securities and Exchange Commission on May 25, 2006
Registration No. 333-132693
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of small business issuer in its charter)
Delaware 2834 13-2949462
- ---------------------- ------------------------- -------------------
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
Suite 1601, Building A, Jinshan Tower No. 8, Shan Xi Road
Nanjing, Jiangsu, China
TEL. (86) 25 8320 5758
- --------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
Suite 1601, Building A, Jinshan Tower No. 8, Shan Xi Road
Nanjing, Jiangsu, China
TEL: (86) 25 8320 5758
- --------------------------------------------------------------------------------
(Address of principal place of business or intended principal place of business)
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
----------------------------------
Copies to:
Howard H. Jiang, Esq.
Baker & McKenzie
1114 Avenue of the Americas
New York, New York 10022
Tel. (212) 626-4100
Approximate date of proposed sale to the public: From time to time
after the effective date of this registration statement.
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. [X] 333-132693
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. [X] 333-132693
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
TITLE OF EACH CLASS OF NUMBER OF SHARES TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE BE REGISTERED OFFERING PRICE PER AMOUNT AGGREGATE REGISTRATION FEE (3)
REGISTERED SECURITY (1) OFFERING PRICE(1) (4)
Shares of common 736,892 $1.13 $832,688 $89
stock, $0.01 par value
per share (2)
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked prices of the
common stock on the OTC Bulletin Board on May 24, 2006, which was $1.13.
(2) Represents: (i) 110,417 shares issued by us upon conversion of our
convertible notes on December 31, 2005, and 66,666 shares of our common stock
issuable as of April 30, 2006 upon exercise of the warrants issued in January
2005, including 25,000 shares of common stock issuable because of penalty; (ii)
196,429 shares of common stock issuable as of April 30, 2006 upon conversion of
our Series A Preferred Stock issued in a private placement in June 2005,
including 58,929 shares of common stock issuable because of penalty, and 178,750
shares of our common stock issuable as of April 30, 2006 upon exercise of the
warrants issued in June 2005, including 41,250 shares of common stock issuable
because of penalty; (iii) 11,200 shares of common stock and 12,230 shares of
common stock issuable as of April 30, 2006 upon exercise of the warrants we
issued to Robin Smith for services in the private placement of January 2005,
including 4,586 shares of common stock issuable because of penalty; (iv) 20,420
shares of common stock and 30,030 shares of common stock issuable as of April
30, 2006 upon exercise of the warrants we issued to Robin Smith for services in
the private placement of June 2005, including 6,930 shares of common stock
issuable because of penalty; and (v) 60,000 shares of common stock and 50,750
shares of common stock issuable as of April 30, 2006 upon exercise of the
warrants we issued to Robin Smith for consulting services, including 15,750
shares of common stock issuable because of penalty.
(8) Calculated using $107.00 per million dollars.
(9) Filing fee of $3,196 was previously paid around March 20, 2006.
This amendment to this registration statement shall become automatically
effective upon filing pursuant to Rule 462(b) and Rule 462(d) under the
Securities Act.
EXPLANATORY NOTE
This Post-effective Amendment No. 1 to the registration statement on Form SB-2
(Registration No. 333-132693) is being filed under Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 736,892 shares of
common stock, par value $.01, of China Biopharmaceuticals Holdings, Inc. (the
"Company"), issued or issueable to below listed selling stockholder, as of April
30, 2006.
- -------------- ------------ ------------ ------------- ------------- ----------- ---------- ------------
Shares
Shares Issuable Shares of Percentage
Issued upon Common Total of common
Upon conversion Stock Number stock
Conversion of Issuable Securities of owned
of Series A upon Owned Securities after the
Convertible Preferred Common exercise of Prior to Being offering (%)
Investor Notes (1) Stock (2) Stock (3) Warrants (4) Offering Registered (5) (6)
- -------------- ------------ ------------ ------------- ------------- ----------- ---------- ------------
Robin Smith 110,417 196,429 91,620 338,426 736,892 736,892 1.20
- -------------- ------------ ------------ ------------- ------------- ----------- ---------- ------------
Totals 750,835 1,630,675 8,038,808 10,400,401 22,453,324 20,820,719 60.9%
- -------------- ------------ ------------ ------------- ------------- ----------- ---------- ------------
(1) Including (i) original amount of shares issueable upon conversion of the
Convertible Notes, (ii) shares issued to investors who agreed to extend the
maturity date of the Convertible Notes to December 31, 2005 ("Extension
Shares"), and (iii) shares issued under penalty as of December 31, 2005 when all
the Convertible Notes were either converted or redeemed.
(2) Including (i) original number of shares issueable upon conversion of the
Series A Convertible Preferred Stock and (ii) shares issuable under the penalty
as of April 30, 2006.
(3) Including (i) shares issued in the Initial Common Stock Private Placement
and (ii) shares issued in the Subsequent Common Stock Private Placement.
(4) Including shares issuable under (i) Notes Warrants, (ii) Preferred A
Warrants, (iii) Initial Common Stock Warrants and (iv) Subsequent Common Stock
Warrants.
(5) Assumes that each named selling shareholder sells all of the shares of
common stock it holds (including the shares it will hold pursuant to the
exercise of warrants, as applicable) that are covered by this prospectus and
neither acquires nor disposes of any other shares, or right to purchase other
shares, subsequent to the date as of which we obtained information regarding its
holdings. Because the selling shareholders are not obligated to sell all or any
portion of the shares of our common stock shown as offered by them, we cannot
estimate the actual number of shares of common stock (or actual percentage of
the class of common stock) that will be held by any selling shareholder upon
completion of the offering.
(6) Calculated based on Rule 13d-3(d)(i) of the Exchange Act of 1934, as
amended, using shares of 36,848,399 common stock outstanding as of April 26,
2006.
The contents of the Registration Statement on Form SB-2, originally filed by the
Company with the Securities and Exchange Commission on March 24, 2006 (including
exhibits thereto), as amended by Amendment No. 1 filed on May 3, 2006 (including
exhibits thereto), and declared effective by the Commission on May 11, 2006, are
incorporated herein by reference.
This Post-Effective Amendment No. 1 is also being filed for the purpose of
including, as an exhibit, a Consulting Agreement between the Company and Robin
Smith, dated April 1, 2005, not previously filed.
Exhibits
The following documents are filed as exhibits to this Registration Statement.
EXHIBIT NO. DESCRIPTION
5.1 Legal opinion of Baker & Mckenzie LLP
10.20 Consulting Agreement, dated April 1, 2005, between China
Biopharmaceuticals Holdings, Inc. and Robin Smith
23.1 Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
Certified Public Accountants and Consultants
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Nanjing, People's Republic of China, on the date specified below.
Dated: May 25, 2006
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
By: /s/ MAO Peng
---------------------------------------
Name: MAO Peng
Title: Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment No.1 to the registration statement on Form SB-2
(Registration No. 333-132693) has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------- ------------------------------------ ------------
/s/ MAO Peng Chairman and Chief Executive Officer May 25, 2006
- ---------------------
MAO Peng
* Chief Financial Officer and Controller May 25, 2006
- ---------------------
HUANG Chentai
* Director, President May 25, 2006
- ---------------------
AN Lufan
* Director, Vice President May 25, 2006
- ---------------------
LIU Xiaohao
* Director May 25, 2006
- ---------------------
Stephen E. GLOBUS
*By: /s/ MAO Peng
- ---------------------
Mao Peng
Exhibit Index
EXHIBIT NO. DESCRIPTION
5.1 Legal opinion of Baker & Mckenzie LLP
10.20 Consulting Agreement, dated April 1, 2005, between China
Biopharmaceuticals Holdings, Inc. and Robin Smith
23.1 Consent of Moore Stephens Wurth Frazer and Torbet, LLP,
Certified Public Accountants and Consultants