|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting
x
|
|
Title
of Each Class
of
Securities
to
be Registered
|
Amount to be
Registered(1)
|
Proposed
Maximum
Aggregate
Offering Price
per Security(1)
|
Proposed
Maximum
Aggregate Offering
Price(1)
|
Amount of
Registration Fee (1)(2)
|
||||||||||||
|
Common Stock, par value $0.001
per share (3)
|
— | — | — | — | ||||||||||||
|
Warrants(4)
|
— | — | — | — | ||||||||||||
|
Rights(5)
|
||||||||||||||||
|
Units(6)
|
— | — | — | — | ||||||||||||
|
TOTAL(7)
|
$ | 75,000,000 | — | $ | 75,000,000 | $ | 4,185.00 | |||||||||
|
(1)
|
Pursuant
to General Instruction II.D to Form S-3, the Amount to be Registered,
Proposed Maximum Aggregate Offering Price per Security and Proposed
Maximum Aggregate Offering Price have been omitted for each class of
securities that are registered hereby.
|
||
|
(2)
|
The
registration fee for the unallocated securities registered hereby has been
calculated in accordance with Rule 457(o) under the Securities Act of
1933, as amended, and reflects the maximum offering price of securities
that may be issued rather than the principal amount of any securities that
may be issued at a discount.
|
||
|
(3)
|
An
indeterminate number of shares of common stock of SmartHeat Inc. are
covered by this Registration Statement.
|
||
|
(4)
|
An
indeterminate number of warrants of SmartHeat Inc., each representing the
right to purchase an indeterminate number of shares of common stock, each
of which are registered hereby, are covered by this Registration
Statement.
|
||
|
(5)
|
Rights
evidencing rights to purchase common stock, warrants or units of SmartHeat
Inc.
|
||
|
(6)
|
Each
Unit consists of any combination of two or more of the securities being
registered hereby.
|
||
|
(7)
|
Also
registered hereby are such additional and indeterminable number of
securities as may be issuable due to adjustments for changes resulting
from stock dividends, stock splits and similar changes as well as
anti-dilution provisions applicable to the
warrants.
|
||
|
Item 14.
|
Other
Expenses of Issuance and
Distribution.
|
|
Securities
and Exchange Commission Registration Fee
|
$
|
4,185.00
|
||
|
Legal
Fees and Expenses
|
$
|
50,000.00
|
||
|
Accounting
Fees and Expenses
|
$
|
10,000.00
|
||
|
FINRA
Filing Fee
|
$
|
5,500.00
|
||
|
Miscellaneous
|
$
|
10,000.00
|
||
|
TOTAL
|
$
|
79,685.00
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
|
Item 16.
|
Exhibits.
|
|
Exhibit
Number
|
Description
of Document
|
||
|
3.1
|
Articles of
Incorporation of the Company. (1)
|
||
|
3.2
|
Amended
and Restated By-Laws adopted April 15, 2008. (2)
|
||
|
3.3
|
Specimen
Stock Certificate. (3)
|
||
|
4.1
|
Form
of Rights Agreement, if any (4)
|
||
|
4.2
|
Form
of Unit Agreement, if any (4)
|
||
|
4.3
|
Form
of Warrant Agreement, if any, including form of Warrant. (4)
|
||
|
4.4
|
Form
of Right Certificate. (4)
|
||
|
5.1
|
Opinion
of Holland & Hart LLP. *
|
||
|
10.1
|
English
Translation of Employment Agreement between Taiyu and Jun Wang, dated
January 1, 2008 (Incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K (Commission File No. 000-53052) filed on April
18,
2008)
|
||
|
10.2
|
English
Translation of Employment Agreement between Taiyu and Zhijuan Guo, dated
January 1, 2008 (Incorporated herein by reference to Exhibit 10.2 to the
Current Report on Form 8-K (Commission File No. 000-53052) filed on April
18, 2008)
|
||
|
10.3
|
Certificate
of Appointment by Sondex A/S of Taiyu as Authorized Dealer in China, dated
March 2006 and letter naming Taiyu as Dealer of North China,
dated May 5, 2006 (Incorporated herein by reference to Exhibit 10.3 to the
Current Report on Form 8-K (Commission File No. 000-53052) filed on April
18, 2008)
|
||
|
10.4
|
Form
of Purchase Order for with Sondex A/S (Incorporated herein by reference to
Exhibit 10.4 to the Current Report on Form 8-K (Commission File No.
000-53052) filed on April 18, 2008)
|
|
|
10.5
|
English
Translation of Sales Contract between Taiyu and Dalkia (Jiamusi) Urban
Heating Company Ltd, dated June 18, 2007 (Incorporated herein by reference
to Exhibit 10.5 to the Current Report on Form 8-K (Commission File No.
000-53052) filed on April 18, 2008)
|
|
|
10.6
|
Form
of Purchase Order (Incorporated herein by reference to Exhibit 10.6 to the
Current Report on Form 8-K (Commission File No. 000-53052) filed on April
18, 2008)
|
|
10.7
|
English
Translation of Loan Agreement with Citibank (China) Co., Ltd., dated June
25, 2007 (Incorporated herein by reference to Exhibit 10.7 to the Current
Report on Form 8-K (Commission File No. 000-53052) filed on April 18,
2008)
|
|
|
10.8
|
English
Translation of Loan Agreement with China CITIC Bank, dated April 17, 2007
(Incorporated herein by reference to Exhibit 10.8 to the Current Report on
Form 8-K (Commission File No. 000-53052) filed on April 18,
2008)
|
|
|
10.9
|
Resignation
Letter from Jason Schlombs, dated April 15, 2008 (Incorporated herein by
reference to Exhibit 10.9 to the Current Report on Form 8-K (Commission
File No. 000-53052) filed on April 18, 2008)
|
|
|
10.10
|
Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations between SmartHeat and Goldrim Holding, Inc., dated April 14,
2008 (Incorporated herein by reference to Exhibit 10.10 to the Current
Report on Form 8-K (Commission File No. 000-53052) filed on April 18,
2008)
|
|
|
10.11
|
Stock
Purchase Agreement between Jason Schlombs and SmartHeat, dated April 14,
2008 (Incorporated herein by reference to Exhibit 10.11 to the Current
Report on Form 8-K (Commission File No. 000-53052) filed on April 18,
2008)
|
|
|
10.12
|
Form
of Registration Rights Agreement in connection with Units sold in our
private placement offering completed in August 2008 (Incorporated herein
by reference to Exhibit 10.14 to the Current Report on Form 8-K
(Commission File No. 000-53052) filed on July 11, 2008)
|
|
|
10.13
|
English
Translation of Share Exchange Agreement dated September 25, 2008 between
the Company and Asialink (Far East) Limited (Incorporated by reference to
Exhibit 10.13 of Amendment No. 1 to SmartHeat's Registration Statement on
Form S-1/A (Commission File No. 333-154415), filed with the SEC on
December 12, 2008)
|
|
|
10.14
|
English
Translation of the Asset Acquisition Agreement, dated May 27, 2009 by and
between Taiyu Machinery and Electrical Equipment Co., Ltd and Siping
Beifang the Heat Exchanger Manufacture Co., Ltd.
(Incorporated herein by reference to Exhibit 10.14 to the Current Report
on Form 8-K (Commission File No. 001-34246), filed with the SEC on May 29,
2009)
|
|
|
10.15
|
English
Translation of the Amended and Restated Asset Purchase Agreement, dated
June 16, 2009, by and between Taiyu Machinery and Electrical Equipment
Co., Ltd
and Siping Beifang the Heat Exchanger Manufacture Co., Ltd.
(Incorporated herein by reference to Exhibit 10.15 to the
Current Report on Form 8-K/A (Commission File No. 001-34246), filed with
the SEC on June 16, 2009)
|
|
|
23.1
|
Consent
of Holland & Hart LLP (included in Exhibit 5.1).
|
|
|
24.1
|
Power
of Attorney (Incorporated herein by reference to Exhibit 24.1 to
SmartHeat's Registration Statement on Form S-3 (Commission File No.
333-160109 filed with the SEC on June 24,
2009)).
|
|
(1)
|
Incorporated
herein by reference to Exhibit 3.1 to the Company's Form SB-2
(Commission File No. 333-139649) filed on December 22,
2006.
|
|
(2)
|
Incorporated
herein by reference to Exhibit 3(ii) to the Current Report on Form 8-K
(Commission File No. 000-53052) filed on October 16,
2008.
|
|
(3)
|
Incorporated
by reference to Exhibit 4.1 of Amendment No. 2 to SmartHeat's Registration
Statement on Form S-1/A (Commission File No. 333-154415), filed with the
SEC on February 4, 2009).
|
|
(4)
|
If
applicable, to be filed by amendment or by a report filed under the
Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
|
|
*
|
Filed
herewith.
|
|
Item 17.
|
Undertakings.
|
|
(a)
|
The
undersigned registrant hereby
undertakes:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
|
|
(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 this 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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent 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 this registration
statement;
|
|
(i)
|
Each
prospectus filed by a 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 of 1933 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 the 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.
|
|
(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.
|
| SMARTHEAT INC. | |||
|
Date:
August 4, 2009
|
By:
|
/s/
Jun Wang
|
|
|
Jun
Wang
|
|||
|
Chief
Executive Officer (Principal Executive Officer)
|
|||
|
Date:
August 4, 2009
|
By:
|
/s/
Zhijuan Guo
|
|
|
Zhijuan
Guo
|
|||
|
Chief
Financial Officer (Principal Accounting Officer)
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/
Jun Wang
|
Chairman
of the Board, President & Chief Executive Officer
|
August
4, 2009
|
||
|
Jun
Wang
|
||||
|
/s/
Zhijuan Guo
|
Chief
Financial Officer and Treasurer
|
August
4, 2009
|
||
|
Zhijuan
Guo
|
||||
|
/s/
Xin Li
|
Director
|
August
4, 2009
|
||
|
Xin
Li
|
||||
|
*
|
Director
|
August
4, 2009
|
||
|
Arnold
Staloff
|
||||
|
*
|
Director
|
August
4, 2009
|
||
|
Weiguo
Wang
|
||||
|
*
|
Director
|
August
4, 2009
|
||
|
Wenbin
Lin
|
||||
|
*
By:
|
||||
|
/s/
Jun Wang
|
August
4, 2009
|
|||
|
Jun
Wang
|
||||
|
Attorney
in Fact
|
||||