Edgar Filing: American Lorain CORP

Unassociated Document

As filed with the Securities and Exchange Commission on August 9, 2007

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN LORAIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	2068	87-0430320
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Beihuan Road

Junan County

Shandong, China 276600

(+86) 539-7318818

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Louis A. Bevilacqua, Esq.

Thomas M. Shoesmith, Esq.

Joseph R. Tiano, Jr., Esq.

Thelen Reid Brown Raysman & Steiner LLP

701 8th Street, N.W.

Washington, D.C. 20001

(202) 508-4000

Charles Law, Esq.

King and Wood LLP

125 S. Market Street, Suite 1175

San Jose, CA 95113

Phone: 408 947 1960

Fax: 408 947 7060

(Names, addresses and telephone numbers of agents for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined on market conditions and other factors.

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. x

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. 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 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 the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)(4)			Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common stock, $0.001 par value		8,583,438		$	4.63	⁽²⁾	$	39,741,317.94	⁽²⁾	$	1,220.06
Common stock, $0.001 par value		1,887,395	⁽⁵⁾	$	4.25	⁽³⁾	$	8,021,428.75	⁽³⁾	$	246.26
Total		10,470,833					$	47,762,746.69		$	1,466.32

(1) In accordance with Rule 416(a), the Registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on the average of the bid and asked prices reported on the OTC Bulletin Board on August 8, 2007.

(3) Calculated in accordance with Rule 457(g) based upon the price at which the warrants may be exercised.

(4) Represents shares of the Registrant’s common stock being registered for resale that have been issued to the selling stockholders named in this registration statement.

(5) Represents shares of common stock issuable upon exercise of three-year warrants to purchase shares of common stock held by the selling stockholders named in this registration statement.

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 hereafter 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 Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. No person may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and no person named in this prospectus is soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated August 9, 2007

AMERICAN LORAIN CORPORATION

10,470,833 Shares of Common Stock

This prospectus relates to 10,470,833 shares of common stock of American Lorain Corporation (formerly known as Millennium Quest, Inc.) that may be sold from time to time by the selling stockholders named in this prospectus, which includes:

8,583,438 shares of common stock; and

1,887,395 shares of common stock issuable upon exercise of three-year warrants owned by the selling stockholders named in this prospectus.

We will not receive any proceeds from the sales of any shares of common stock by the selling stockholders, but we will receive up to $4.25 per common share from the exercise of warrants held by selling stockholders if and when those warrants are exercised, which will result in proceeds to us of approximately $8 million if all warrants are exercised.

Our common stock is quoted on the OTC Bulletin Board maintained by the National Association of Securities Dealers, Inc. under the symbol “ALRC.OB”. The closing bid price for our common stock on August 8, 2007 was $2.25 per share, as reported on the OTC Bulletin Board.

Any selling stockholders who are affiliates of broker-dealers and any participating broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act of 1933 or the Securities Act, and any commissions or discounts given to any such selling stockholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 to read about factors you should consider before buying shares of our common stock.

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.

The date of this Prospectus is , 2007

TABLE OF CONTENTS

PROSPECTUS SUMMARY			1
RISK FACTORS			5
BUSINESS RISKS			5
REGULATORY RISKS			9
FINANCIAL RISKS			9
RISKS RELATING TO OUR CORPORATE GOVERNANCE STRUCTURE			10
RISKS RELATED TO DOING BUSINESS IN CHINA			12
RISKS RELATED TO THE MARKET FOR OUR STOCK			14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			15
USE OF PROCEEDS			15
DIVIDEND POLICY			16
MARKET FOR OUR COMMON STOCK			16
DILUTION			17
SELECTED CONSOLIDATED FINANCIAL DATA			17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			21
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK			32
OUR BUSINESS			34
MANAGEMENT			47
EXECUTIVE COMPENSATION			49
SUMMARY COMPENSATION TABLE			50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			52
CHANGE IN ACCOUNTANTS			53
SELLING STOCKHOLDERS			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			62
DESCRIPTION OF CAPITAL STOCK			63
SHARES ELIGIBLE FOR FUTURE SALE			64
PLAN OF DISTRIBUTION			65
LEGAL MATTERS			67
EXPERTS			67
WHERE YOU CAN FIND MORE INFORMATION			67

PROSPECTUS SUMMARY

The following summary highlights some of the information contained in this prospectus, and it may not contain all of the information that is important to you in making an investment decision. You should read the following summary together with the more detailed information regarding our company and the common stock being sold by the selling stockholders in this offering, including “Risk Factors” and our consolidated financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus.

Conventions

In this prospectus, unless indicated otherwise, references to

“American Lorain” are references to American Lorain Corporation, a Delaware corporation (formerly known as Millennium Quest, Inc.).

“Lorain Holding” are references to “International Lorain Holding, Inc.”, a Cayman Islands corporation that is wholly-owned by American Lorain, and Lorain Holding’s direct and indirect Chinese subsidiaries.

“we,” “us” or “our” are references to the combined business of American Lorain Corporation, its wholly-owned subsidiary, Lorain Holding, and the direct and indirect Chinese subsidiaries of Lorain Holding.

“American Lorain,” “Lorain Holding,” “we,” “us” or “our” do not include the selling stockholders.

“Junan Hongrun” means Junan Hongrun Foodstuff Co., Ltd. and its Chinese operating subsidiaries.

“Luotian Lorain” means Luotian Green Foodstuff Co., Ltd. and its Chinese subsidiaries.

“Beijing Lorain” means Beijing Green Foodstuff Co., Ltd. and its Chinese subsidiaries.

“Shandong Lorain” means Shandong Green Foodstuff Co., Ltd.. and its Chinese subsidiaries.

“RMB” means Renminbi, the legal currency of China and the terms.

“U.S. dollar,” “$” and “US$” mean the legal currency of the United States.

References to “China” and “PRC” are references to “People’s Republic of China.”

References to “Cayman” or “Cayman Islands” are references to the “Cayman Islands.”

The Company

Overview of Our Business

We are a Delaware corporation that was incorporated on February 4, 1986 and we are headquartered in Shandong Province, China. From our inception in 1986 until May 3, 2007, when we completed a reverse acquisition transaction with Lorain Holding, we were a blank check company and did not engage in active business operations other than our search for, and evaluation of, potential business opportunities for acquisition or participation.

We develop, manufacture and sell convenience foods (foods like cut fruit and premixed salads, which are known as lightly processed -- our convenience foods include ready-to-cook (or RTC) meals, ready-to-eat (or RTE) meals and meals ready-to-eat (or MREs)), chestnut products, and frozen, canned and bulk foods, in hundreds of varieties. We operate through our indirect Chinese subsidiaries. Our products are sold in 19 provinces and administrative regions in China and 23 foreign countries.

We produce of food categorized into three types: chestnut products, convenience food, and frozen, canned and bulk foods.

American Lorain owns 100% of Lorain Holding. Lorain Holding presently has two direct, wholly-owned Chinese operating subsidiaries: Luotian Lorain and Junan Hongrun, one indirect wholly owned operating subsidiary: Beijing Lorain, and one majority-owned subsidiary, Shandong Lorain, which is 80.2% owned by us (with Shandong Economic Development Investment Co. Ltd. owning the remaining 19.8% interest). We sometimes refer to these four Chinese operating subsidiaries as the Lorain Group Companies. Below is an organizational chart showing our ownership of the Lorain Group Companies:

Risk Factors

Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous risks as discussed more fully in the section titled “Risk Factors,” including for example:

Potential inability to secure necessary raw materials in sufficient quantities and fluctuations in raw material prices;

Potential for product liability and product recall claims and potential litigation arising from these claims;

Inability or increased costs associated with increasing levels of governmental regulations;

Inability to effectively manage rapid growth;

Increased competition

Increases in energy costs; and

Potential loss of key members of our senior management.

Any of the above risks could cause materially and adversely affect our business, financial position and results of operations. An investment in our common stock involves risks. You should read and consider the information set forth in “Risk Factors” and all other information set forth in this prospectus before investing in our common stock.

Corporate Information

The address of our principal executive office in China is Beihuan Road, Junan County, Shandong, China 276600,

and our telephone number is (+86) 539-7318818. Our address for correspondence in the United States is c/o Sheldon B. Saidman, 5912 Via Verona View Colorado Springs, CO 80919 and his telephone number is 719-548-9963, Fax 719-548-9963. We maintain a website at www.lorainfood.com that contains information about the Lorain Group Companies, but no information contained on our website is part of this prospectus.