As filed
with the Securities and Exchange Commission on June 2, 2010
Registration
No. 333 –
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
YUHE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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87-0569467
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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301
Hailong Street
Hanting
District, Weifang, Shandong Province
The
People’s Republic of China
Telephone
Number: (86) 536 736 3688
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
CSC
Services of Nevada, Inc.
502
East John Street
Carson
City, NV 89706
Telephone
number: 800-927-9800
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
With
copies to:
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Simon
Luk, Esq.
Winston
& Strawn LLP
200
Park Avenue
New
York, New York 10166-4193
852-2292-2000
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David
A. Sakowitz, Esq.
Winston
& Strawn LLP
200
Park Avenue
New
York, New York 10166-4193
(212)
294-6700
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Approximate date of commencement of
proposed sale to the public:
From time to time after the effective date
of this registration statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
¨
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, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
þ
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
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.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
¨
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
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company
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CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering
price(1)
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Amount of
registration
fee(2)
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Common
stock, par value $0.001 per share
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—
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—
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$
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40,000,000
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$
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2,852
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(1)
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There
are being registered hereunder such indeterminate number of shares of our
common stock for possible issuance from time to time at indeterminate
prices as shall have an aggregate initial offering price not to exceed
$40,000,000.
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(2)
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Calculated
pursuant to Rule 457(o) under the Securities
Act.
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The
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement relating to these
securities that has been filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
(Subject
to Completion, Dated June 2, 2010)
PROSPECTUS
$40,000,000
Yuhe
International, Inc.
Common
Stock
We may
from time to time, in one or more offerings at prices and on terms that we will
determine at the time of each offering, sell shares of our common stock for an
aggregate initial offering price of up to $40,000,000. This prospectus describes
the general manner in which shares of our common stock may be offered using this
prospectus. Each time we offer and sell shares of our common stock, we will
provide you with a prospectus supplement that will contain specific information
about the terms of that offering. Any prospectus supplement may also add,
update or change information contained in this prospectus. You should carefully
read this prospectus and the applicable prospectus supplement as well as the
documents incorporated or deemed to be incorporated by reference in this
prospectus before you purchase any of common stock offered hereby.
This
prospectus may not be used to offer and sell securities unless accompanied by a
prospectus supplement.
Our
common stock is quoted on the NASDAQ Capital Market under the symbol “YUII.” On
June 1, 2010, the last reported sale price of our common stock
was $9.03 per share. We will apply to list any shares of our common
stock sold by us under this prospectus and any prospectus supplement on the
NASDAQ Capital Market. The prospectus supplement will contain information, where
applicable, as to any other listing of the securities on the NASDAQ Capital
Market or any other securities market or exchange covered by the prospectus
supplement.
The
aggregate market value of our outstanding common stock held by non-affiliates
was approximately $73.6 million based on 15,809,563 shares of outstanding common
stock, of which 8,154,746 shares are held by non-affiliates, and a per share
price of $9.03 based on the closing sale price of our common stock on June
1, 2010. We have not offered any securities pursuant to General Instruction
I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and
includes the date of this prospectus.
Investing
in our common stock involves substantial risks. You should review carefully
the risks and uncertainties described under the heading “Risk Factors” on page 2
of this prospectus and those contained in the applicable prospectus supplement
that we have authorized for use in connection with a specific offering and in
our Securities and Exchange Commission filings that are incorporated by
reference into this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We may
offer securities directly or through agents or to or through underwriters or
dealers. If any agents or underwriters are involved in the sale of shares of our
common stock offered by this prospectus, their names, and any applicable
purchase price, fee, commission or discount arrangement between or among them,
will be set forth, or will be calculable from the information set forth, in the
applicable prospectus supplement. We can sell shares of our common stock through
agents, underwriters or dealers only with delivery of a prospectus supplement
describing the method and terms of the offering of such securities. See “Plan of
Distribution” in this prospectus and the applicable prospectus
supplement.
This
prospectus is
dated ,
2010
Table
of Contents
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Page
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ABOUT
THIS PROSPECTUS
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1
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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1
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ABOUT
YUHE INTERNATIONAL, INC.
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2
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RISK
FACTORS
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2
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USE
OF PROCEEDS
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3
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DESCRIPTION
OF COMMON STOCK
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3
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ANTI-TAKEOVER
EFFECTS OF NEVADA LAW
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3
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PLAN
OF DISTRIBUTION
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5
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LEGAL
MATTERS
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7
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EXPERTS
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WHERE
YOU CAN FIND MORE INFORMATION
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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You
should rely only on the information contained or incorporated by reference in
this prospectus or any prospectus supplement. We have not authorized anyone
to provide you with information different from that contained in or incorporated
by reference into this prospectus. If any person does provide you with
information that differs from what is contained or incorporated by reference in
this prospectus, you should not rely on it. No dealer, salesperson or other
person is authorized to give any information or to represent anything not
contained in this prospectus. You should assume that the information contained
in this prospectus or any prospectus supplement is accurate only as of the date
on the front of the document and that any information contained in any document
we have incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of delivery of this
prospectus or any prospectus supplement or any sale of common stock. These
documents are not an offer to sell or a solicitation of an offer to buy common
stock in any circumstances under which the offer or solicitation is
unlawful.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or SEC, using a “shelf” registration process. Under
this shelf registration process, we may sell common stock described in this
prospectus in one of more offerings up to a maximum aggregate offering price of
$40,000,000. This prospectus describes the general manner in which shares of our
common stock may be offered by this prospectus. Each time we sell shares of our
common stock, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus or in documents
incorporated by reference in this prospectus. To the extent that any statement
that we make in a prospectus supplement is inconsistent with statements made in
this prospectus or in documents incorporated by reference in this prospectus,
you should rely on the information in the prospectus supplement. You should
carefully read both this prospectus and any prospectus supplement together with
the additional information described under “Where You Can Find More Information”
before buying any shares of our common stock.
In this
prospectus, references to the “company,” “we,” “us” and “our” refer to Yuhe
International, Inc. and our predecessors and subsidiaries, unless the context
otherwise requires. Additionally, unless we indicate otherwise,
references in this prospectus to:
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“China”
and the “PRC” are to the People’s Republic of China, excluding, for the
purposes of this prospectus only, Taiwan and the special administrative
regions of Hong Kong and Macau;
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“RMB”
and “Renminbi” are to the legal currency of China;
and
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“$,”
“US$” and “U.S. dollars” are to the legal currency of the United
States.
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The
information in this prospectus contains forward-looking statements which involve
risks and uncertainties, including statements regarding our capital needs,
business strategy and expectations. Any statements contained in this prospectus
that are not statements of historical fact may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as “may,” “should,” “will,” “expect,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “forecast,” “project” or “continue,” the negative of such terms or
other comparable terminology.
You
should not rely on forward-looking statements as predictions of future events or
results. Any or all of our forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions, risks and uncertainties and
other factors which could cause actual events or results to be materially
different from those expressed or implied in the forward-looking
statements.
In
evaluating these statements, you should consider various factors, including the
risks described in this prospectus under “Risk Factors” and elsewhere. These
factors may cause our actual results to differ materially from any
forward-looking statement. In addition, new factors emerge from time to time and
it is not possible for us to predict all factors that may cause actual results
to differ materially from those contained in any forward-looking statements. We
disclaim any obligation to publicly update any forward-looking statements to
reflect events or circumstances after the date of this prospectus, except as
required by applicable law.
ABOUT
YUHE INTERNATIONAL, INC.
The
SEC allows us to “incorporate by reference” certain information that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update, supplement and/or supersede the
information in this prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus or in any other
document which also is or is deemed to be incorporated by reference into this
prospectus modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. You should read this section together with
the more detailed information regarding our company, our common stock and our
financial statements and notes to those statements incorporated herein by
reference.
We are a
supplier of day-old chicken raised for meat production, or broilers, in China.
We purchase parent breeding stock from breeder farms, raise them to produce
hatching eggs, and hatch the eggs to day-old broilers. Currently, we have 28
breeder farms with 15 in operation and two hatcheries with a total annual
capacity of 1.8 million sets of breeders and 116 hatchers through our
wholly-owned subsidiary, Weifang Yuhe Poultry Co. Ltd., or PRC Yuhe. The
remaining 13 breeder farms were purchased in December 2009 and are undergoing
renovations. They are expected to be in full operation by the third quarter of
2010. Our day-old broilers are primarily purchased by broiler farms and
integrated chicken companies for the purpose of raising them to market-weight
broilers. Our customers are located in Shandong province and other ten provinces
and special municipalities around Shandong province, including Jiangsu,
Anhui, Henan, Hebei, Jilin, Liaoning, Heilongjiang, Tianjin, Beijing and
Shanghai. In connection with our day-old broiler business, we also operate a
feed stock business through a subsidiary company named Weifang Taihong Feed Co.
Ltd., or Taihong, whose primary business is to supply feed stock to our
breeders. Our operations are conducted exclusively by PRC Yuhe and Taihong in
China. As of April 30, 2010, PRC Yuhe and Taihong had 1,025 full-time employees,
among which, 109 employees, who were key technical and operational personnel,
directly signed employment contracts with us.
Our
principal executive office is located at 301 Hailong Street, Hanting District,
Weifang, Shandong province, the People’s Republic of China. Our internet address
is
http://www.yuhepoultry.com
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and our telephone number is (86) 536 736 3688.
Effective
on April 4, 2008, we amended our articles of incorporation to effect a
1-for-14.70596492 reverse stock split of our common stock. All references
in this prospectus to shares of our common stock are on a post-split
basis.
RISK FACTORS
Investing
in our common stock involves substantial risks. Please see the risk factors
described under the heading “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2009 as filed with the SEC on March 31, 2010, which
is incorporated by reference in this prospectus and in any applicable prospectus
supplement. The prospectus supplement relating to a particular offering will
contain a discussion of risks applicable to an investment in common stock
offered in such particular offering. Potential investors are urged to read and
consider the risk factors and other disclosures relating to an investment in our
common stock described in any applicable prospectus supplement and other reports
and documents we file with the SEC after the date of this prospectus and that
are incorporated by reference herein. You should consider carefully those risks
as well as other information contained in this prospectus, any applicable
prospectus supplement, and the documents incorporated by reference herein or
therein, before deciding whether to purchase any shares of our common stock.
Each of the risk factors could adversely affect our business, results of
operations and financial condition, as well as the value of an investment in our
common stock, and, as a result, you may lose all or part of your
investment.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net
proceeds from the sale of shares of our common stock under this prospectus for
capital expenditures, possible future acquisitions, and general corporate and
working capital purposes. We have no current plans, commitments or
agreements with respect to any acquisitions as of the date of this
prospectus.
DESCRIPTION
OF COMMON STOCK
We are
authorized to issue 500,000,000 shares of our common stock, par value
$0.001 per share. As of June 1, 2010, there were 15,809,563 shares of our
common stock outstanding. The following summary of certain provisions of our
common stock does not purport to be complete and is subject to and qualified in
its entirety by the Nevada Revised Statutes, our articles of incorporation, as
amended, and our bylaws.
General
Subject
to preferences that may apply to shares of preferred stock outstanding at the
time, the holders of outstanding shares of our common stock are entitled to
receive dividends out of assets legally available therefor at times and in
amounts as our board of directors may determine. Each shareholder is entitled to
one vote for each share of our common stock held on all matters submitted
to a vote of the shareholders. Cumulative voting is not provided for in our
amended articles of incorporation, which means that the majority of the shares
voted can elect all of the directors that stand for election. The common stock
is not entitled to preemptive rights and is not subject to conversion or
redemption. Upon the occurrence of a liquidation, dissolution or winding-up, the
holders of shares of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities and satisfaction of preferential
rights of any outstanding preferred stock. There are no sinking fund provisions
applicable to common stock. The outstanding shares of our common stock are fully
paid and non-assessable.
Anti-Takeover
Provisions
Our
articles of incorporation and bylaws contain certain provisions that are
intended to enhance the likelihood of continuity and stability in the
composition of our board and in the policies formulated by our board and to
discourage certain types of transactions which may involve an actual or
threatened change in control of our company. Our board is authorized to adopt,
alter, amend and repeal our bylaws or to adopt new bylaws. In addition, our
board has the authority, without further action by our stockholders, to issue up
to one million shares of our preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof. The issuance of
our preferred stock or additional shares of our common stock could adversely
affect the voting power of the holders of our common stock and could have the
effect of delaying, deferring or preventing a change in control.
Dividends
We do not
intend to pay dividends on our capital stock for the foreseeable
future.
Transfer
Agent and Registrar
Interwest
Transfer Company Inc. is the transfer agent and registrar for our common
stock.
Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol
“YUII.”
ANTI-TAKEOVER
EFFECTS OF NEVADA LAW
We are
subject to the “business combination” provisions of Sections 78.411 to 78.444 of
Nevada’s Combinations with Interested Stockholders statute. In general,
such provisions prohibit a Nevada corporation with at least 200 stockholders of
record from engaging in various “combination” transactions with any interested
stockholder:
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for
a period of three years after the date of the transaction in which the
person became an interested stockholder, unless the transaction is
approved by the board of directors prior to the date the interested
stockholder obtained such status;
or
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after
the expiration of the three-year period,
unless:
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the
transaction is approved by the board of directors or a majority of the
voting power held by disinterested stockholders,
or
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if
the consideration to be paid by the interested stockholder is at least
equal to the highest of: (a) the highest price per share paid by the
interested stockholder within the three years immediately preceding the
date of the announcement of the combination or in the transaction in which
it became an interested stockholder, whichever is higher, (b) the market
value per share of common stock on the date of announcement of the
combination and the date the interested stockholder acquired the shares,
whichever is higher, or (c) for holders of preferred stock, the highest
liquidation value of the preferred stock, if it is
higher.
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A
“combination” is defined to include mergers or consolidations or any sale, lease
exchange, mortgage, pledge, transfer or other disposition, in one transaction or
a series of transactions, with an “interested stockholder” having: (a) an
aggregate market value equal to 5% or more of the aggregate market value of the
assets of the corporation, (b) an aggregate market value equal to 5% or more of
the aggregate market value of all outstanding shares of the corporation, or (c)
10% or more of the earning power or net income of the corporation.
In
general, an “interested stockholder” is a person who, together with affiliates
and associates, owns (or within three years, did own) 10% or more of a
corporation’s voting stock. The statute could prohibit or delay mergers or other
takeover or change in control attempts and, accordingly, may discourage attempts
to acquire our company even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market
price.
Nevada’s
Acquisition of Controlling Interest statute (NRS Sections 78.378-78.3793)
applies only to Nevada corporations that conduct business directly or indirectly
in Nevada and have at least 200 stockholders of record, including at least 100
stockholders of record who have addresses in Nevada appearing on the
corporation’s stock ledger. As of the date of this prospectus, we do not believe
we have 100 stockholders of record who are residents of Nevada, although there
can be no assurance that in the future the Acquisition of Controlling Interest
statute will not apply to us.
The
Acquisition of Controlling Interest statute prohibits an acquirer, under certain
circumstances, from voting its shares of a target corporation’s stock after
crossing certain ownership threshold percentages, unless the acquirer obtains
approval of the target corporation’s disinterested stockholders. The statute
specifies three thresholds: one-fifth or more but less than one-third, one-third
but less than a majority, and a majority or more, of the outstanding voting
power. Once an acquirer crosses one of the above thresholds, those shares in an
offer or acquisition and acquired within 90 days thereof become “control shares”
and such Control Shares are deprived of the right to vote until disinterested
stockholders restore the right. The Acquisition of Controlling Interest
statute also provides that if control shares are accorded full voting rights and
the acquiring person has acquired a majority or more of all voting power, all
other stockholders who do not vote in favor of authorizing voting rights to the
control shares are entitled to demand payment for the fair value of their shares
in accordance with statutory procedures established for dissenters’
rights.
PLAN
OF DISTRIBUTION
We may
sell shares of our common stock offered through this prospectus (i) to or
through underwriters or dealers, (ii) directly to purchasers, including our
affiliates, (iii) through agents, (iv) in “at the market offerings,” within
the meaning of Rule 415(a)(4) under the Securities Act of 1933, as amended, or
the Securities Act, to or through a market maker or into an existing trading
market, on an exchange or otherwise, (v) through a combination of any these
methods or (vi) through any other methods described in a prospectus supplement.
Shares of our common stock may be distributed at a fixed price or prices, which
may be changed, market prices prevailing at the time of sale, prices related to
the prevailing market prices, or negotiated prices. The prospectus supplement
will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of common stock;
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·
any
over-allotment options under which underwriters may purchase additional
shares of our common stock from us;
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the
net proceeds from the sale of shares of our common stock;
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·
any
delayed delivery arrangements;
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·
any
underwriting discounts, commissions and other items constituting
underwriters’ compensation;
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·
any
discounts or concessions allowed or reallowed or paid to
dealers;
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·
any
commissions paid to agents; and
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·
any
securities exchange or market on which the securities may be
listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in a particular prospectus supplement are underwriters of the
shares of our common stock offered by the prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire the shares of
our common stock for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters
may resell the shares of our common stock from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the
shares of our common stock in order to facilitate transactions in any of our
other securities (described in this prospectus or otherwise), including other
public or private transactions and short sales. Underwriters may offer shares of
our common stock to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless otherwise indicated in the applicable
prospectus supplement, the obligations of the underwriters to purchase the
shares of our common stock will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered shares of our common
stock if they purchase any of them. The underwriters may change from time to
time any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers.
In
compliance with FINRA guidelines, the aggregate maximum fees or other items of
value to be received by any FINRA member or independent broker-dealer will not
exceed 8% of the gross proceeds of any offering pursuant to this prospectus and
any applicable prospectus supplement or pricing supplement, as the case may
be.
If
dealers are used in the sale of shares of our common stock offered through this
prospectus, we will sell the shares of our common stock to them as principals.
They may then resell such common stock to the public at varying prices
determined by the dealers at the time of resale. The prospectus supplement will
include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We may
sell shares of our common stock offered through this prospectus directly. In
this case, no underwriters or agents would be involved. Such shares of our
common stock may also be sold through agents designated from time to time. The
prospectus supplement will name any agent involved in the offer or sale of the
offered shares of our common stock and will describe any commissions payable to
the agent. Unless otherwise indicated in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the
period of its appointment.
We may
sell shares of our common stock directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any sale of such shares of our common stock. The terms of any
such sales will be described in the prospectus supplement.
Delayed
Delivery Contracts
If the
prospectus supplement indicates, we may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to purchase the
shares of our common stock at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The applicable prospectus supplement
will describe the commission payable for solicitation of those
contracts.
Market
Making, Stabilization and Other Transactions
Any
underwriter may engage in stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with Rule 104 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Stabilizing transactions
involve bids to purchase the shares of our common stock in the open market for
the purpose of pegging, fixing or maintaining the price of the shares of our
common stock. Syndicate covering transactions involve purchases of shares of our
common stock in the open market after the distribution has been completed in
order to cover syndicate short positions.
In
connection with an offering, an underwriter may purchase and sell shares of our
common stock in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
shares of our common stock than they are required to purchase in the offering.
“Covered” short sales are sales made in an amount not greater than the
underwriters’ option to purchase additional shares of our common stock, if any,
from us in the offering. If the underwriters have an over-allotment option to
purchase additional shares of our common stock from us, the underwriters may
close out any covered short position by either exercising their over-allotment
option or purchasing shares of our common stock in the open market. In
determining the source of common stock to close out the covered short position,
the underwriters may consider, among other things, the price of the shares of
our common stock available for purchase in the open market as compared to the
price at which they may purchase shares of our common stock through the
over-allotment option. “Naked” short sales are any sales in excess of such
option or where the underwriters do not have an over-allotment option. The
underwriters must close out any naked short position by purchasing shares of our
common stock in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on
the price of the shares of our common stock in the open market after pricing
that could adversely affect investors who purchase in the offering.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate
member when the shares of our common stock originally sold by the syndicate
member are purchased in a syndicate covering transaction to cover syndicate
short positions. Stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the shares of our common stock to be higher
than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with
us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act. Our agents, underwriters, and dealers, or their
affiliates, may be customers of, engage in transactions with or perform services
for us, in the ordinary course of business.
LEGAL
MATTERS
Certain
matters with respect to the common stock offered hereby will be passed upon
by Holland & Hart LLP, Reno, Nevada.
EXPERTS
The consolidated financial statements
of Yuhe International, Inc. and its subsidiaries as of December 31, 2009 and
2008, and for each of the years in the three-year period ended December 31,
2009, incorporated by reference in this prospectus, have been so incorporated in
reliance upon the reports of Child, Van Wagoner & Bradshaw, PLLC, an
independent registered public accounting firm, given on the authority of such
firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to our common stock offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits to the registration statement. For further
information regarding us and our common stock offered hereby, please refer to
the registration statement and the exhibits filed as part of the registration
statement.
In
addition, we file periodic reports with the SEC, including quarterly reports and
annual reports which include our unaudited quarterly and audited annual
financial statements. This registration statement, including exhibits thereto,
and all of our periodic reports may be inspected without charge at the Public
Reference Room maintained by the SEC at 100 F Street, NE, Washington, D.C.
20549. You may obtain copies of the registration statement, including the
exhibits thereto, and all of our periodic reports after payment of the fees
prescribed by the SEC. For additional information regarding the operation of the
Public Reference Room, you may call the SEC at 1-800-SEC-0330. The SEC also
maintains a website which provides on-line access to reports and other
information regarding registrants that file electronically with the SEC at the
address: http://www.sec.gov.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement filed with the SEC. The SEC
allows us to “incorporate by reference” into this prospectus the information
that we file with them, which means that we can disclose important information
to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus, and information that
we file subsequently with the SEC will automatically update and supersede this
information. The following documents were filed with the SEC pursuant to
the Exchange Act and are incorporated by reference and made a part of this
prospectus:
|
|
·
|
our
Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on March 31, 2010;
|
|
|
·
|
our
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2010, filed with the SEC on May 14,
2010;
|
|
|
·
|
our
Current Report on Form 8-K filed with the SEC on May 17,
2010;
|
|
|
·
|
the
description of our common stock contained in our Registration Statement on
Form 8-A filed on October 29, 2009 (File No. 000-83125), including any
amendment or report filed for the purpose of updating such description;
and
|
|
|
·
|
all
reports and other documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this
offering.
|
In
addition, all documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, including those filed after the date of
the initial registration statement and prior to effectiveness of the
registration statement, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing of
such documents. However, any documents or portions thereof, whether specifically
listed above or filed in the future, that are not deemed “filed” with the SEC,
including without limitation any information furnished pursuant to
Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to
Item 9.01 of Form 8-K, shall not be deemed to be incorporated by reference
in this prospectus.
Any
statement contained herein or made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein,
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
We will provide without charge to each
person to whom this prospectus is delivered, upon oral or written request, at no
cost to the requestor, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the information
that this prospectus incorporates). Written or telephone requests should be
directed to: Yuhe International, Inc., 301 Hailong Street, Hanting
District, Weifang, Shandong province, the People’s Republic of China. Our
telephone number is (86) 536 736 3688, and our website is located at
www.yuhepoultry.com
. The information on our website is not
incorporated by reference in this prospectus or any prospectus supplement, and
you should not consider it to be a part of this prospectus or any prospectus
supplement.
You
should rely only on the information contained or incorporated by reference in
this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different or additional information. We will not
make an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date of those
documents.
$40,000,000
Common
Stock
Yuhe
International, Inc.
Prospectus
,
2010
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the costs and expenses payable by the Registrant in
connection with the sale and distribution of the common stock registered hereby,
other than underwriting commissions and discounts, all of which are estimated
except for the SEC registration fee.
|
Item
|
|
Amount
|
|
|
SEC
registration fee
|
|
$
|
2,852
|
|
|
Printing
and engraving expenses
|
|
|
10,000
|
|
|
Legal
fees and expenses
|
|
|
50,000
|
|
|
Accounting
fees and expenses
|
|
|
10,000
|
|
|
Miscellaneous
expenses
|
|
|
10,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
82,852
|
|
ITEM 15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS
We are a
Nevada corporation and certain provisions of the Nevada Revised Statutes provide
for indemnification of directors, officers, employees or agents against
liabilities which they may incur in such capacities. Nevada law
generally permits us to indemnify our directors, officers, employees and
agents. The Nevada Revised Statutes permit a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if such person (i) is not liable for a breach of
fiduciary duties involving intentional misconduct, fraud or a knowing violation
of law, or (ii) acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. No indemnification, however, shall be made in
respect of any claim, issue or matter as to which such person is adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Nevada
law requires that a corporation must indemnify a director, officer, employee or
agent of the corporation against expenses, including attorneys’ fees, actually
and reasonably incurred by him in connection with the defense of any action,
suit or proceeding of the type described in the second sentence of the foregoing
paragraph, to the extent such person has been successful on the merits or
otherwise in defense of any such action, suit or proceeding. Any
permissive indemnification permitted under Nevada law may be made only as
authorized in each specific case upon a determination that indemnification is
proper because the indemnitee has met the applicable standard of conduct, with
such determination to be made by either (a) the stockholders, (b) the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding or (c) independent legal counsel in a
written opinion (if either a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders or if such a
quorum cannot be obtained).
Nevada
law allows a corporation to purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.
Our
articles of incorporation provide that none of our directors or officers shall
be personally liable to us or our stockholders for monetary damages for a breach
of fiduciary duty as a director or officer provided, however, that the foregoing
provisions shall not eliminate or limit the liability of a director or officer
for acts or omissions which involve intentional misconduct, fraud or knowing
violation of law, or the payment of dividends in violation of Section 78.300 of
the Nevada Revised Statutes. Limitations on liability provided for in our
articles of incorporation do not restrict the availability of non-monetary
remedies and do not affect a director’s responsibility under any other law, such
as the federal securities laws or state or federal environmental
laws.
We
believe that these provisions will assist us in attracting and retaining
qualified individuals to serve as executive officers and directors. The
inclusion of these provisions in our articles of incorporation may have the
effect of reducing a likelihood of derivative litigation against our directors
and may discourage or deter stockholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though such an action,
if successful, might otherwise have benefited us or our
stockholders.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us, of
expenses incurred or paid by a director, officer or controlling person of us, in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, we will (unless in the opinion of our counsel the matter has been
settled by controlling precedent) submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 16. EXHIBITS
|
Number
|
|
Exhibit
|
|
1.1
|
|
Form
of Underwriting Agreement*
|
|
3.1
|
|
Articles
of incorporation of the registrant as filed with the Secretary of State of
Nevada, as amended to date [Incorporated by reference to Exhibit 3.1 to
the registrant’s current report on Form 8-K filed on April 10,
2008]
|
|
3.2
|
|
Bylaws
adopted as of June 1, 2010**
|
|
4.1
|
|
Registration
Rights Agreement dated March 12, 2008 by and among First Growth Investors,
Inc. and certain investors [Incorporated by reference to Exhibit 10.4 to
the registrant’s current report on Form 8-K filed on March 17,
2008]
|
|
5.1
|
|
Opinion
of Holland & Hart LLP**
|
|
23.1
|
|
Consent
of Child, Van Wagoner & Bradshaw, PLLC, independent
auditors**
|
|
23.3
|
|
Consent
of Holland & Hart LLP (included in Exhibit 5.1)
|
|
24.1
|
|
Power
of Attorney (included on signature
page)
|
|
*
|
To
be filed by amendment or as an exhibit to a Current Report on Form 8-K and
incorporated by reference herein.
|
ITEM 17. UNDERTAKINGS
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however
, Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(d) The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
(2) For
the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Weifang,
the People’s Republic of China, on June 2, 2010.
|
|
YUHE INTERNATIONAL,
INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gao
Zhentao
|
|
|
|
|
Gao
Zhentao
|
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Gao Zhentao, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) any and all
amendments to this Form S-3 (including post-effective amendments) and (2) any
registration statement or post-effective amendment thereto to be filed with the
SEC pursuant to Rule 462(b) under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the SEC
and any other regulatory authority, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities indicated on June 2,
2010.
|
/s/
Gao Zhentao
|
|
|
|
Gao
Zhentao
|
|
Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
|
/s/
Hu Gang
|
|
|
|
Hu
Gang
|
|
Chief
Financial Officer
(Principal
Financial Officer)
|
|
|
|
|
|
/s/
Jiang Yingjun
|
|
|
|
Jiang
Yingjun (also known as Jiang Yiqiang)
|
|
Chief
Accounting Officer
(Principal
Accounting Officer)
|
|
|
|
|
|
/s/
Peter Li
|
|
|
|
Peter
Li
|
|
Director
|
|
|
|
|
|
/s/
Liu Yaojun
|
|
|
|
Liu
Yaojun
|
|
Director
|
|
|
|
|
|
/s/
Greg Huett
|
|
|
|
Greg
Huett
|
|
Director
|
|
|
|
|
|
/s/
Han Chengxiang
|
|
|
|
Han
Chengxiang
|
|
Director
|
|
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
1.1
|
|
Form
of Underwriting Agreement*
|
|
3.1
|
|
Articles
of incorporation of the registrant as filed with the Secretary of State of
Nevada, as amended to date [Incorporated by reference to Exhibit 3.1 to
the registrant’s current report on Form 8-K filed on April 10,
2008]
|
|
3.2
|
|
Bylaws
adopted as of June 1, 2010**
|
|
4.1
|
|
Registration
Rights Agreement dated March 12, 2008 by and among First Growth Investors,
Inc., and certain investors [Incorporated by reference to Exhibit 10.4 to
the registrant’s current report on Form 8-K filed on March 17,
2008]
|
|
5.1
|
|
Opinion
of Holland & Hart LLP**
|
|
23.1
|
|
Consent
of Child, Van Wagoner & Bradshaw, PLLC, independent
auditors**
|
|
23.3
|
|
Consent
of Holland & Hart LLP (included in Exhibit
5.1)
|
|
24.1
|
|
Power
of Attorney (included on signature
page)
|
|
*
|
To
be filed by amendment or as an exhibit to a Current Report on Form 8-K and
incorporated by reference herein.
|
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