Filed
Pursuant to Rule 424(b)(3)
Registration Number 333-151136
PROSPECTUS
7,652,530
Shares
ZHONGPIN
INC.
COMMON
STOCK
This
prospectus relates to the resale by the selling stockholders identified in this
prospectus of up to 7,652,530 shares of common stock, of which (i)
5,378,373 shares are issued and outstanding, (ii) 1,279,755 shares are
issuable upon the conversion of shares of our Series A convertible preferred
stock, (iii) 750,877 shares are issuable upon the exercise of our
outstanding common stock purchase warrants and (iv) 243,525 shares of common
stock are issuable upon the exercise and conversion of our outstanding unit
purchase warrants, each unit consisting of two shares of Series A convertible
preferred stock and one common stock purchase warrant. All of the
shares, when sold, will be sold by these selling stockholders. The
selling stockholders may sell their shares of common stock from time to time at
prevailing market prices. We will not receive any proceeds from the
sale of the shares of common stock by the selling stockholders.
Our
common stock is traded on The Nasdaq Global Select Market under the symbol
“HOGS.” On June 11 , 2009, the last reported sale price of our
common stock, as report by The NASDAQ Stock Market, was $ 12.53 per
share.
An
investment in our securities involves risks. You should carefully read and
consider the risk factors disclosed in any of our filings with the Securities
and Exchange Commission that are incorporated by reference in this prospectus,
including, without limitation, the risk factors contained in Item 1A of our
Annual Report on Form 10-K for the year ended December 31, 2008 and Item 1A of
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, before
making a decision to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is June 16, 2009.
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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1
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Special
Note Regarding Forward-Looking Statements
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3
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Use
of Proceeds
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3
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Selling
Stockholders
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4
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Plan
of Distribution
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8
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Description
of Securities
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11
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Legal
Matters
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14
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Experts
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14
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Where You Can Find More Information
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14
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Incorporation
of Documents by Reference
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15
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INFORMATION
CONTAINED IN THIS PROSPECTUS
You
should rely only on the information contained or incorporated by reference in
this prospectus. We have not, and the selling stockholders have not, authorized
anyone to provide you with additional or different information. These securities
are not being offered in any jurisdiction in which the offer of these securities
is not permitted. You should assume that the information in this prospectus is
accurate only as of the date on the front of the document and that any
information 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 of any sale of our common stock. Unless the context otherwise
requires, references to “we,” “our,” “us,” or the “company” in this prospectus
mean Zhongpin Inc.
PROSPECTUS
SUMMARY
The
following is only a summary. We urge you to read the entire prospectus,
including the more detailed consolidated financial statements, notes to the
consolidated financial statements and other information included herein or
incorporated herein by reference from our other filings with the Securities and
Exchange Commission (the “Commission”). Investing in our securities involves
risks. Therefore, please carefully consider the risk factors described in our
Commission filings, including those disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2008 and our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009 .
Our
Business
We are
principally engaged in the meat and food processing and distribution business in
the People’s Republic of China (the “PRC”). We are developing a
nationally-recognized, high-quality, fresh, healthy and nutritious meat and
food products brand targeting the new middle class in the PRC. At
March 31, 2009, our product line included over 322 unique meat products,
including chilled pork, frozen pork and prepared meats, and over 20 vegetable
and fruit products, that are sold on a wholesale basis and on a retail basis
through an exclusive network of showcase stores, network stores and supermarket
counters. Through our 12 processing plants, located in Henan, Hebei,
Jilin and Sichuan Provinces and in Tianjin City in the PRC, our total production
capacity for chilled pork and frozen pork is 1,385.4 metric tons per day, based
on an eight-hour working day, or approximately 498,760 metric tons on an annual
basis. In addition, we have production capacity for prepared meats of
150 metric tons per eight-hour day, or approximately 54,000 metric tons on an
annual basis, and for fruits and vegetables of 83.3 metric tons per eight-hour
day, or approximately 30,000 metric tons on an annual basis. We utilize
state-of-the-art equipment in all of our abattoirs and processing facilities,
and sell all of our products under the “Zhongpin” brand name.
At March
31, 2009, our customers included 23 international or domestic fast food
companies in the PRC, 42 processing factories and 1,672 school cafeterias,
factory canteens, army posts and national departments. At such date,
we also sold directly to 3,097 retail outlets, including supermarkets, within
the PRC.
To
differentiate our company from other market incumbents, we also have
successfully implemented a unique retail strategy that includes the
establishment of a network of showcase stores, branded network stores and
supermarket counters that are exclusive retailers of our product
lines. At March 31, 2009, we had a total of 135 showcase stores, 970
network stores and 1,992 supermarket counter locations.
Since
2001, we have been designated by a coalition of eight government ministries, led
by the Ministry of Agriculture, as one of the “leading agricultural industrial
enterprises” in the PRC. Over the past five fiscal years, we achieved a compound
annual growth rate of 79% in terms of revenues and 84% in terms of net profits.
We have established distribution networks in 20 provinces and four cities with
special legal status in the North, East, South and Mid-South regions of the PRC,
and also have formed strategic partnerships with leading supermarket chains and
the food industry in the PRC. In addition, we export products to the European
Union and Southeast Asia.
We
believe we are a market leader in the meat and meat products industry in the PRC
and that the principal strengths of our company are as follows:
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·
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We
have a vertically-integrated fresh meat, meat products, fresh produce and
fruit supply chain from farming, slaughtering, cutting, processing and
wholesaling to retailing;
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·
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We
have a wide distribution network through major areas of the
PRC;
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·
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The
“Zhongpin” brand name is well recognized in major areas of the PRC as an
established and leading brand;
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·
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We
have advanced production equipment for the packaging of meat and
food;
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·
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Our
customers include some of the largest supermarket chains, such as Lianhua
Supermarket Group, Carrefour China and Metro (China)
Group;
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·
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We
have implemented a comprehensive logistics management program and have an
efficient delivery system that, at March 31, 2009, utilized 472
temperature-controlled container trucks and public railway
services;
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·
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Based
upon our historical growth rates, we believe our experienced management
team, led by our founder and Chairman, Mr. Zhu Xianfu, has the ability to
grow and expand our business;
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·
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We
have an emphasis on quality assurance
systems;
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·
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We
have a comprehensive brand building strategy and brand equity management;
and
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·
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We
have an innovative product development program, with approximately 119 new
products under development at March 31,
2009.
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This
Offering
This
prospectus relates to the resale by the selling stockholders identified in this
prospectus of up to 7,652,530 shares of common stock, of which (i) 5,378,373
shares are issued and outstanding, (ii) 1,279,755 shares are issuable upon the
conversion of shares of our Series A convertible preferred stock, (iii) 750,877
shares are issuable upon the exercise of our outstanding common stock purchase
warrants and (iv) 243,525 shares of common stock are issuable upon the exercise
and conversion of our outstanding unit purchase warrants, each unit consisting
of two shares of Series A convertible preferred stock and one common stock
purchase warrant. All of the shares, when sold, will be sold by these
selling stockholders. The selling stockholders may sell their shares
of common stock from time to time at prevailing market prices. We will not
receive any proceeds from the sale of the shares of common stock by the selling
stockholders, except upon exercise of common stock purchase warrants and unit
purchase warrants.
Common
Stock Offered
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7,652,530
shares
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Common
Stock Outstanding at June 1, 2009
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27,609,592
shares
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Preferred
Stock Outstanding at June 1, 2009
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2,094,037
shares, which shares are convertible into 2,094,037 shares of common
stock
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Use
of Proceeds
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We
will not receive any of the proceeds from the sale of the shares by the
selling stockholders, except upon exercise of common stock purchase
warrants and unit purchase warrants.
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Nasdaq
Ticker Symbol
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HOGS
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Our
Corporate Information
We are
incorporated in the state of Delaware under the name “Zhongpin
Inc.” Our principal executive offices are located at 21 Changshe
Road, Changge City, Henan Province, People’s Republic of China 461500, and our
telephone number is (011) 86-10-82861788. We maintain an
Internet website at
www.zpfood.com.
We
have not incorporated by reference into this prospectus the information in, or
that can be accessed through, our website, and you should not consider it to be
a part of this prospectus.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of
the statements in this prospectus and in documents incorporated by reference
herein constitute forward-looking statements. These statements
involve risks known to us, significant uncertainties, and other factors which
may cause our actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by those forward-looking
statements.
You can identify forward-looking
statements by the use of the words “may,” “will,” “should,” “could,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,”
“potential,” “proposed,” or “continue” or the negative of those
terms. These statements are only predictions. In
evaluating these statements, you should specifically consider various factors,
including the risks outlined above. These factors may cause our
actual results to differ materially from any forward-looking
statement.
Although
we believe that the exceptions reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.
USE
OF PROCEEDS
We will
not receive any of the proceeds from the sale of shares of our common stock by
the selling stockholders pursuant to this prospectus.
We may
receive proceeds of up to a maximum of $ 5,525,256 upon the exercise of
outstanding common stock purchase warrants and unit warrants held by the
selling stockholders, including the proceeds from the exercise of the common
stock purchase warrants underlying the unit warrants. We intend to
use any such proceeds for working capital and general corporate
purposes.
SELLING
STOCKHOLDERS
The following table sets forth
information with respect to the maximum number of shares of common stock
beneficially owned by the selling stockholders named below and as adjusted to
give effect to the sale of the shares offered hereby. The shares
beneficially owned have been determined in accordance with rules promulgated by
the Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The
information in the table below is current as of April 1, 2009. All
information contained in the table below is based upon information provided to
us by the selling stockholders and we have not independently verified this
information. The selling stockholders are not making any
representation that any shares covered by the prospectus will be offered for
sale. The selling stockholders may from time to time offer and sell
pursuant to this prospectus any or all of the common stock being
registered.
As explained below under “Plan of
Distribution,” we have agreed with the selling stockholders to bear certain
expenses (other than broker discounts and commissions, if any) in connection
with the registration statement, which includes this prospectus.
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Shares of Common Stock
Beneficially Owned
Prior to Offering
(
1)
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Shares Being
Offered
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Shares of Common
Stock Beneficially
Owned After
Offering
(
2)
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Selling Stockholder
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Shares
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%
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Shares
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%
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Renaissance
US Growth Investment Trust PLC
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649,707
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(3)
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2.3
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%
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649,707
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—
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—
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Entities
Affiliated with Pinnacle Fund, L.P.
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3,096,230
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(4)
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11.2
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%
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3,731,948
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814,828
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*
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Fred
L. Astman Wedbush Morgan Securities Inc CTDN IRA R/O Contributory
10/13/92
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15,625
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(5)
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*
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15,625
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—
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—
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John
Peter Selda Wedbush Morgan Securities Inc CTDN IRA Contributory
8/27/96
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6,250
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(6)
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*
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6,250
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—
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—
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Lake
Street Fund, L.P.
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125,000
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(7)
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*
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125,000
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—
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—
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Entities
Affiliated with Third Coast Capital Management, L.P.
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83,856
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(8)
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*
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39,256
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44,600
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*
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The
USX China Fund
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30,000
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(9)
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*
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30,000
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—
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*
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Entities
Affiliated with Guerrilla Partners LP
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200,109
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(10)
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*
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100,000
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100,109
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*
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Whitebox
Intermarket Partners, LP
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295,525
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(11)
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1.1
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%
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128,242
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167,283
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*
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Southwell
Partners, L.P.
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513,700
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(12)
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1.9
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%
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250,000
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263,700
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1.0
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%
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Entities
affiliated with Atlas Allocation Fund, L.P.
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670,852
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(13)
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2.4
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%
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670,604
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248
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*
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Westpark
Capital, L.P.
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194,892
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(14)
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*
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163,600
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31,292
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*
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Entities
Affiliated with Special Situations Private Equity Fund,
L.P.
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993,918
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(15)
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3.5
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%
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993,918
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—
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|
—
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Michael
P. Ross
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129,942
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(16)
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*
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129,942
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—
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—
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Wang
Qian
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56,503
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*
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56,503
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—
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|
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—
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Yunchun
Wang
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2,500
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*
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2,500
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—
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|
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—
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Entities
Affiliated with CCG Investor Relations Partners, LLC
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105,000
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( 17
)
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*
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105,000
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—
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—
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Shares of Common Stock
Beneficially Owned
Prior to Offering
(
1)
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Shares Being
Offered
|
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Shares of Common
Stock Beneficially
Owned After
Offering
(
2)
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Selling Stockholder
|
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Shares
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%
|
|
|
|
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Shares
|
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%
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Norman
C. Kristoff
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74,577
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( 18
)
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*
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74,577
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|
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—
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|
|
|
—
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John
Steinmetz
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243,296
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( 19
)
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*
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198,312
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|
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44,984
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|
|
|
—
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Theodore
H. Swindells
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48,312
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( 20
)
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|
|
*
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|
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|
48,312
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|
|
|
—
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|
|
|
—
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Kathleen
McDonnell
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53,001
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( 21
)
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|
*
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53,001
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|
|
|
—
|
|
|
|
—
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Warrant
Strategies Fund, LLC
|
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17,225
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( 22
)
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|
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*
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17,225
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|
|
|
—
|
|
|
|
—
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Alliance
Financial Inc.
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2,375
|
( 23
)
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*
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2,375
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|
|
|
—
|
|
|
|
—
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Pryor
Cashman LLP
|
|
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30,000
|
( 24
)
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|
|
*
|
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
Eric
M. Hellige
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|
|
4,950
|
( 25
)
|
|
|
*
|
|
|
|
4,950
|
|
|
|
—
|
|
|
|
—
|
|
Iroquois
Master Fund, Ltd.
|
|
|
25,683
|
( 26
)
|
|
|
*
|
|
|
|
25,683
|
|
|
|
—
|
|
|
|
—
|
|
(1)
|
This
table is based upon information supplied by officers, directors and
principal stockholders, and in Schedules 13D and 13G filed with the
Securities and Exchange Commission. Unless otherwise indicated
in the footnotes to this table and subject to community property laws,
where applicable, we believe each stockholder named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned. The number and percentage of shares
beneficially owned are based on an aggregate of 27,609,592 shares of our
common stock outstanding as of May 1, 2009, and are determined under rules
promulgated by the Securities and Exchange Commission. This
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days through the exercise of any stock option or other
right.
|
(2)
|
Because
the selling shareholders identified in this table may sell some, all or
none of the shares owned by them that are registered under this
registration statement, and because, to our knowledge, there are currently
no agreements, arrangements or understandings with respect to the sale of
any of the shares registered hereunder, no estimate can be given as to the
number of shares available for resale hereby that will be held by the
selling shareholders at the time of this registration
statement. Therefore, we have assumed for purposes of this
table that the selling shareholders will sell all of the shares
beneficially owned by them.
|
(3)
|
Russell
Cleveland has voting and/or investment control over the shares owned by
the selling stockholder.
|
(4)
|
Pinnacle
Advisers, L.P. (“Advisers”) is the general partner of The Pinnacle Fund,
L.P. (“Pinnacle”), which owns 2,060,828 shares of our common
stock. Pinnacle Fund Management, LLC (“Management”) is the
general partner of Advisers. Mr. Barry Kitt is the sole member of
Management. Mr. Kitt may be deemed to be the beneficial owner
of the shares of common stock beneficially owned by Pinnacle.
Mr. Kitt expressly disclaims beneficial ownership of all shares of common
stock beneficially owned by Pinnacle
China.
|
Mr. Kitt
is the manager of Kitt China Management, LLC (“China Manager”). China
Manager is the manager of Pinnacle China Management, LLC (“China
Management”). China Management is the general partner of Pinnacle
China Advisers, L.P. (“China Advisers”). China Advisers is the
general partner of Pinnacle China Fund, L.P. ("Pinnacle China"). As
of April 1, 2009, Pinnacle China was the owner of (i) 1,031,402
shares of our common stock and (ii) 1,450,000 shares of our Series A convertible
preferred stock that are convertible into 1,450,000 shares of common
stock. The Series A convertible preferred stock contains provisions
known as “exercise caps,” which prohibit the holder of the shares of Series A
convertible preferred stock (and its affiliates) from converting such shares to
the extent that giving effect to such conversion, such holder would beneficially
own in excess of 9.999% of our outstanding common stock. In the
absence of such caps, Pinnacle China would have the right to fully convert the
Series A convertible preferred stock issuable as a result
thereof. This would result in Pinnacle China owning, if such
conversion were to occur as of April 1, 2009 (and was based on the outstanding
amount disclosed above as of April 1, 2009, in which case assuming conversion in
full of the Series A convertible preferred stock owned by Pinnacle China, we
would have a total of 29,059,592 shares of our common stock outstanding), 8.5%
of our common stock. Mr. Kitt may be deemed to be a beneficial owner
of the shares of common stock beneficially owned by Pinnacle
China. Mr. Kitt expressly disclaims beneficial ownership of all
shares of common stock beneficially owned by Pinnacle China.
An
aggregate of 4,000 shares of our common stock are held by children of Mr.
Kitt. Mr. Kitt may be deemed to be the beneficial owner of the shares
of common stock beneficially owned by his children. Mr. Kitt
expressly disclaims beneficial ownership of all shares of common stock
beneficially owned by his children.
Each of
Pinnacle and Pinnacle China expressly disclaim beneficial ownership of all
shares of our common stock owned by the other as well as those shares owned by
the children of Mr. Kitt.
|
In
the absence of any “exercise caps” on the Series A convertible preferred
stock owned by Pinnacle China, when aggregating all of the shares of our
common stock issued or issuable to Mr. Kitt’s children, Pinnacle and
Pinnacle China, respectively, as of April 1, 2009, Mr. Kitt could be
deemed to have owned 4,546,230 shares of our common stock, or 15.6% of the
shares of our common stock outstanding, at such date. Mr. Kitt
expressly disclaims beneficial ownership of all shares of our common stock
beneficially owned by his children, Pinnacle and Pinnacle China,
respectively.
|
(5)
|
Fred
L. Astman has voting and investment control over the shares held by the
selling stockholder.
|
(6)
|
John
Peter Selda has voting and investment control over the shares held by the
selling stockholder.
|
(7)
|
Lake
Street Management, LLC is the general partner of the selling
stockholder. Scott W. Hood and Fred Astman are the managing
directors of Lake Street Management, LLC. Mr. Wood and Mr.
Astman share voting and investment control over the selling
stockholder.
|
(8)
|
Consists
of (i) 11,630 shares of common stock owned by Third Coast Capital, L.P.
(“Third Coast”), (ii) 11,152 shares of common stock owned by Third Coast
Capital Offshore Fund, Ltd. (“Offshore”) and (iii) 61,074 shares of common
stock owned by Third Coast Capital QP, L.P. (“QP”). Third Coast
Capital Management, L.P. is the general partner of Third Coast, Offshore
and QP. Third Coast Capital GP, LLC is the general partner of
Third Coast Capital Management, L.P. David D. May is the
managing member of Third Coast Capital GP, LLC. Mr. May has
voting and investment control over the selling
stockholders.
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(9)
|
Parr
Financial Group, LLC is the general partner of the selling
stockholder. Stephen L. Parr is the president and senior
partner of Parr Financial Group, LLC. Mr. Parr has voting and
investment control over the selling
stockholder.
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(10)
|
Consists
of (i) 96,866 shares of common stock owned by Guerrilla Partners LP and
(ii) 103,243 shares of common stock owned by Hua-Mei 21
st
Century Partners, LP. Peter Siris and Leigh S. Curry have
voting and investment control over the selling
stockholders.
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(11)
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Consists
of (i) 68,407 shares of common stock owned by Whitebox Intermarket
Partners, LP (“Whitebox Intermarket”), (ii) 210,233 shares of common stock
owned by Whitebox Combined Partners, LP (“Whitebox Combined”),
and (iii) 16,885 shares of common stock owned by HFR RVA
Combined Master Trust (“HFR”). Whitebox Advisors, LLC is
the general partner of Whitebox Intermarket, Whitebox Combined and
HFR. Andrew J. Redleaf is the managing member of the general
partner and has voting and investment control over the selling
stockholder.
|
(12)
|
Southwell
Management, L.P. is the general partner of the selling
stockholder. Wilson Jaeggli is the managing director of the
selling stockholder and has voting and investment control over the shares
owned by the selling stockholder.
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(13)
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Consists
of (i) 670,604 shares of common stock owned by Atlas Allocation Fund, L.P.
(“Atlas Allocation”), (ii) 69 shares of common stock owned by Atlas
Capital Master Fund, L.P. (“Atlas Master”), and (iii) 179 shares of common
stock owned by Atlas Capital ID Fund, L.P. (“Atlas ID”, a together with
Atlas Allocation and Atlas Master, the “Atlas Funds”). Atlas Capital
Management, L.P. is the general partner of each of the Atlas
Funds. Atlas Capital Management, L.P. is managed by RHA,
Inc. Robert Alpert has voting and investment control over the
shares owned by the Atlas Funds.
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(14)
|
Patrick
J. Brosnahan is the general partner of the selling stockholder and has
voting and Investment control over the shares owned by the selling
stockholder.
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(15)
|
Consists
of (i) 163,755 shares of common stock issuable upon the conversion of
Series A convertible preferred stock, and 128,861 shares of common stock
issuable upon the exercise of warrants, beneficially owned by Special
Situations Private Equity Fund, L.P., and (ii) 405,282 shares of common
stock issuable upon the conversion of Series A convertible preferred
stock, and 296,020 shares of common stock issuable upon the exercise of
warrants, beneficially owned by Special Situations Fund III QP,
L.P. MGP is the investment advisor and general partner of the
selling stockholders. Austin Marxe and David Greenhouse are the principal
owners of MGP and have voting and/or investment control over the shares
owned by the selling stockholders.
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(16)
|
Consists
of (i) 6,192 shares of common stock, (ii) 75,000 shares of common stock
issuable upon the conversion of Series A convertible preferred stock, and
(iii) 48,750 shares of common stock issuable upon the exercise of
warrants.
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(
17 )
|
Consists
of (i) warrants to purchase 55,000 shares of common stock owned by Coffin
Partners and (ii) warrants to purchase 50,000 shares of common stock owned
by CCG Investor Relations Partners, LLC. William F. Coffin, CEO
of CCG Investor Relations, is the managing partner of both CCG Investor
Relations Partners, LLC and Coffin Partners. Mr. Coffin, Crocker
Coulson, Sean Collins, John Marco, Bei Zhang and Guonan Ma have voting and
investment control over the shares held by the selling
stockholders.
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(
18 )
|
Consists
of (i) 37,389 shares of common stock and (ii) 37,188 shares of common
stock issuable upon the exercise of outstanding purchase
warrants.
|
(
19 )
|
Includes
(i) 44,984 shares of common stock, (ii) 48,312 shares of common stock
issuable upon the exercise of outstanding purchase warrants, and (iii)
150,000 shares of common stock issuable upon the exercise and conversion
of 50,000 outstanding unit purchase warrants, each unit consisting of two
shares of Series A convertible preferred stock and one common stock
purchase warrant.
|
(
20 )
|
Represents
shares of common stock issuable upon the exercise of outstanding
warrants.
|
(
21 )
|
Consists
of 8,001 shares of common stock issuable upon the exercise of outstanding
purchase warrants and 45,000 shares of common stock issuable upon the
exercise and conversion of 15,000 outstanding unit purchase warrants, each
unit consisting of two shares of Series A convertible preferred stock and
one common stock purchase warrant.
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(
22 )
|
Consists
of (i) 2,375 shares of common stock issuable upon the exercise of
outstanding purchase warrants, and (ii) 14,850 shares of common stock
issuable upon exercise and conversion of 4,950 outstanding unit purchase
warrants, each unit consisting of two shares of Series A convertible
preferred stock and one common stock purchase warrant. Hull
Capital Management, LLC is the managing member of Warrant Strategies Fund
LLC (“Warrant Strategies”). C.E. Unterberg is the sub-adviser
and investment manager of that entity. Sean Molloy has voting
and investment control over shares owned by Warrant
Strategies.
|
(
23 )
|
Consists
of shares of common stock issuable upon the exercise of outstanding common
stock purchase warrants. Andre Schwegler, the sole manager of
Alliance Financial, LLC (“Alliance”), has voting and investment control
over the shares of stock held by
Alliance.
|
(
24 )
|
Consists
of 30,000 shares of common stock issuable upon exercise and conversion of
10,000 outstanding unit purchase warrants, each unit consisting of two
shares of Series A convertible preferred stock and one common stock
purchase warrant.
|
(
25 )
|
Consists
of 4,950 shares of common stock issuable upon exercise and conversion of
1,650 outstanding unit purchase warrants, each unit consisting of two
shares of Series A convertible preferred stock and one common stock
purchase warrant.
|
(
26 )
|
Represents
shares of common stock issuable upon the exercise of outstanding
warrants. Joshua Silverman has voting and investment control
over the shares owned by the selling
stockholder.
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PLAN
OF DISTRIBUTION
The
selling stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. The selling stockholders may
use any one or more of the following methods when selling shares:
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·
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits investors;
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·
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block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
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·
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
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·
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an
exchange distribution in accordance with the rules of the applicable
exchange;
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·
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privately
negotiated transactions;
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|
·
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to
cover short sales made after the date that the registration statement with
respect to which this prospectus is a part is declared effective by the
Commission;
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|
·
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broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per
share;
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·
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a
combination of any such methods of sale;
and
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·
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any
other method permitted pursuant to applicable
law.
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The
selling stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if available, rather than under
this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or
discounts from the selling stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.
The
selling stockholders may from time to time pledge or grant a security interest
in some or all of the shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of common stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.
Upon
being notified in writing by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares of common stock were sold, (iv) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and (vi)
other facts material to the transaction. In addition, upon being
notified in writing by a selling stockholder that a donee or pledgee intends to
sell more than 500 shares of common stock, we will file a supplement to this
prospectus if then required in accordance with applicable securities
law.
The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of Shares will be paid by the selling stockholder and/or
the purchasers. Each selling stockholder has represented and
warranted to us that it acquired the securities subject to this registration
statement in the ordinary course of such selling stockholder’s business and, at
the time of its purchase of such securities such selling stockholder had no
agreements or understandings, directly or indirectly, with any person to
distribute any such securities.
NASD Rule
2710 requires FINRA members firms (unless an exemption applies) to satisfy the
filing requirements of Rule 2710 in connection with the resale, on behalf of
selling stockholders, of the securities on a principal or agency basis. NASD
Notice to Members 88-101 states that in the event a selling stockholder intends
to sell any of the shares registered for resale in this prospectus through a
member of FINRA participating in a distribution of our securities, such member
is responsible for insuring that a timely filing, if required, is first made
with the Corporate Finance Department of FINRA and disclosing to FINRA the
following:
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·
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it
intends to take possession of the registered securities or to facilitate
the transfer of such certificates;
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·
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the
complete details of how the selling stockholders’ shares are and will be
held, including location of the particular
accounts;
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·
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whether
the member firm or any direct or indirect affiliates thereof have entered
into, will facilitate or otherwise participate in any type of payment
transaction with the selling stockholders, including details regarding any
such transactions; and
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·
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in
the event any of the securities offered by the selling stockholders are
sold, transferred, assigned or hypothecated by any selling stockholder in
a transaction that directly or indirectly involves a member firm of the
NASD or any affiliates thereof, that prior to or at the time of said
transaction the member firm will timely file all relevant documents with
respect to such transaction(s) with the Corporate Finance Department of
the NASD for review.
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No FINRA
member firm may receive compensation in excess of that allowable under FINRA
rules, including Rule 2710, in connection with the resale of the securities by
the selling stockholders, which total compensation may not exceed
8%.
We have
advised each selling stockholder that it may not use the shares identified in
this prospectus to cover short sales of common stock made prior to the date on
which the registration statement with which this prospectus is a part shall have
been declared effective by the Commission. If a selling stockholder
uses this prospectus for any sale of the shares of common stock identified
herein, it will be subject to the prospectus delivery requirements of the
Securities Act. The selling stockholders will be responsible for
complying with the applicable provisions of the Securities Act and Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations promulgated thereunder, including, without limitation, Regulation M,
as applicable to such selling stockholders in connection with resales of their
respective shares identified in this prospectus.
We are
required to pay all fees and expenses incident to the registration of the
shares, but we will not receive any proceeds from the sale of the common
stock. We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
DESCRIPTION
OF SECURITIES
Our authorized capital stock consists
of 100,000,000 shares of common stock, par value $.001 per share, and 25,000,000
shares of preferred stock, par value $.001 per share. As of June 1,
2009, (i) 27,609,592 shares of common stock were issued and outstanding,
(ii) 2,094,037 shares of Series A convertible preferred stock were issued and
outstanding, each such share convertible into one share of common stock, (iii)
warrants to purchase 750,877 shares of common stock were issued and outstanding,
(iv) 81,175 unit purchase warrants were issued and outstanding, each unit
consisting of two shares of Series A convertible preferred stock and warrant to
purchase common stock, and (v) options to purchase 1,330,000 shares of common
stock were issued and outstanding under our 2006 Equity Incentive Plan, of which
106,668 options to purchase shares were then exercisable.
Common
Stock
Voting, Dividend and Other
Rights
. Each outstanding share of common stock entitles the
holder to one vote on all matters presented to the shareholders for a
vote. Holders of shares of common stock have no cumulative voting,
preemptive, subscription or conversion rights. All shares of common
stock to be issued pursuant to this registration statement will be duly
authorized, fully paid and non-assessable. Our Board of Directors
determines if and when distributions may be paid out of legally available funds
to the holders. To date, we have not declared any dividends with
respect to our common stock. Our declaration of any cash dividends in
the future will depend on our Board of Directors’ determination as to whether,
in light of our earnings, financial position, cash requirements and other
relevant factors existing at the time, it appears advisable to do
so. We do not anticipate paying cash dividends on the common stock in
the foreseeable future.
Rights Upon
Liquidation
. Upon liquidation, subject to the right of any
holders of the preferred stock to receive preferential distributions, each
outstanding share of common stock may participate pro rata in the assets
remaining after payment of, or adequate provision for, all our known debts and
liabilities.
Majority
Voting
. The holders of a majority of the outstanding shares of
common stock constitute a quorum at any meeting of the
shareholders. A plurality of the votes cast at a meeting of
shareholders elects our directors. The common stock does not have
cumulative voting rights. Therefore, the holders of a majority of the
outstanding shares of common stock can elect all of our directors. In
general, a majority of the votes cast at a meeting of shareholders must
authorize shareholder actions other than the election of directors.
Most amendments to our
certificate of incorporation require the vote of the holders of a majority of
all outstanding voting shares.
Preferred
Stock
Authority of Board of Directors to
Create Series and Fix Rights
. Under our certificate of incorporation, as
amended, our Board of Directors can issue up to 25,000,000 shares of preferred
stock from time to time in one or more series. The Board of Directors
is authorized to fix by resolution as to any series the designation and number
of shares of the series, the voting rights, the dividend rights, the redemption
price, the amount payable upon liquidation or dissolution, the conversion
rights, and any other designations, preferences or special rights or
restrictions as may be permitted by law. Unless the nature of a
particular transaction and the rules of law applicable thereto require such
approval, our Board of Directors has the authority to issue these shares of
preferred stock without shareholder approval. Our Board of Directors
has designated 7,631,250 shares of the authorized but unissued preferred stock
as Series A convertible preferred stock.
Series
A Convertible Preferred Stock
Dividends
. The holders of the
Series A convertible preferred stock are entitled to receive, when and as
declared by our Board of Directors, dividends in such amounts as may be
determined by our Board of Directors from time to time out of funds legally
available therefor. No dividends (other than those payable solely in common
stock) will be paid to the holders of common stock until there shall have been
paid or declared and set apart during that fiscal year for the holders of the
Series A convertible preferred stock a dividend in an amount per share equal to
the product of (i) the number of shares of common stock issuable upon conversion
of their shares of Series A convertible preferred stock and (ii) the amount per
share of the dividend to be paid on the common stock.
Preference on Liquidation
. In
the event of a merger, consolidation or sale of all or substantially all of our
assets or other liquidation, holders of the Series A convertible preferred stock
shall get a priority in payment over all other classes of stock. In such events,
the Series A convertible preferred stock would be entitled to receive the
greater of (i) the original purchase price of the Series A convertible preferred
stock or (ii) the amount the holder would get if he converted all of his Series
A convertible preferred stock into common stock.
Voting
. The holder of each
share of Series A convertible preferred stock (i) shall be entitled to the
number of votes with respect to such share equal to the number of shares of
common stock into which such share of Series A convertible preferred stock could
be converted on the record date for the subject vote or written consent (or, if
there is no such record date, then on the date that such vote is taken or
consent is effective) and (ii) shall be entitled to notice of any stockholders’
meeting in accordance with our Bylaws.
Appoint and Elect a Director
.
So long as the number of shares of common stock issuable upon conversion of the
outstanding shares of Series A convertible preferred stock is greater than 10%
of the number of outstanding shares of common stock (on a fully diluted basis),
the holders of record of the shares of Series A convertible preferred stock,
exclusively and as a separate class, shall be entitled to elect one of our
directors.
Conversion
Right
. Subject to the limitation on conversion described
below, the holders of Series A convertible preferred stock may convert each
share of Series A convertible preferred stock into one share of common stock,
subject to adjustment for stock dividends, stock splits and similar
events.
Automatic
Conversion
. Subject to the limitation on conversion described
below, each share of Series A convertible preferred stock will automatically be
converted into shares of common stock at the conversion price at the time in
effect if (i) we have an underwritten public offering of our common stock giving
us at least $30 million in net proceeds, (ii)(A) the closing price of the common
stock equals or exceeds $10 (as adjusted) for the twenty (20)
consecutive-trading-day period ending within two (2) days of the date on which
we provides notice of such conversion as hereinafter provided and (B) either a
registration statement registering for resale the shares of common stock
issuable upon conversion of the Series A convertible preferred stock has been
declared effective and remains effective and available for resale for the twenty
(20)-day period, or Rule 144(k) is available for the resale of such shares, or
(iii) by consent of at least 67% of the then-outstanding shares of Series A
Convertible Preferred Stock.
Limitations on
Conversion
. We will not effect the conversion of any share of
Series A convertible preferred stock, and no person who is a holder of Series A
convertible preferred stock shall have the right to convert shares of Series A
convertible preferred stock into shares of common stock, to the extent that
after giving effect to such conversion, such person (together with such person’s
affiliates) would beneficially own in excess of 9.999% of the shares of our
common stock outstanding immediately after giving effect to such
conversion. For purposes of the this limitation, the aggregate number
of shares of our common stock beneficially owned by such person and its
affiliates shall include, without limitation, the number of shares of common
stock issuable upon conversion of Series A convertible preferred stock with
respect to which such determination is being made, but shall exclude shares of
common stock that would be issuable upon (i) exercise of the remaining
unconverted shares of Series A convertible preferred stock beneficially owned by
such person and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of our company
beneficially owned by such person and its affiliates (including, without
limitation, shares of convertible stock, any debentures, convertible notes or
other convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation on conversion of our Series A
convertible preferred stock. Notwithstanding the foregoing, such
limitation on conversion shall not be applicable to any person who notifies the
Secretary of our company in writing prior to the purchase of any shares of
Series A convertible preferred stock that such person irrevocably elects not to
have such provisions apply to any shares of Series A convertible preferred stock
owned by record by such person.
Protective Provisions
. So
long as at least 1,750,000 shares of Series A convertible preferred stock are
outstanding (subject to adjustment for stock splits, combinations and the like),
the prior consent, approval or vote of the holders of a majority of the
outstanding Series A convertible preferred stock shall be required (in addition
to any consent or approval otherwise required by law) for us to take certain
actions, including (1) liquidation, dissolution or wind up, (2) amend, alter or
repeal any provision of our certificate of incorporation so as to affect the
rights, preferences or privileges of the Series A convertible preferred stock,
(3) create a new class of preferred stock or increase the number of shares of
Series A convertible preferred stock that can be issued, (4) purchase or redeem,
or pay or declare any dividend or make any distribution on, any securities
junior in priority to the Series A convertible preferred stock, or (5) make any
change in the size of our Board of Directors.
Potential Dilution of
Share Value; Preferences
. Any issuance of shares of preferred
stock could dilute the earnings per share and book value of existing shares of
common stock. Because our Board of Directors has the authority to fix
the voting rights for any series of preferred stock, the holders of
shares of a series of preferred stock could be entitled to vote separately as a
class in connection with the approval of certain extraordinary corporate
transactions where Delaware law does not require such class vote, or might be
given a disproportionately large number of votes. The
issuance of shares of preferred stock could also result in a class of securities
outstanding that would have certain preferences (for example, with
respect to dividends or liquidation), or would enjoy certain voting rights in
addition to those of the common stock.
Potential Frustration in Change of
Control
. Although we currently have no such intention, we could use
authorized but unissued shares of preferred stock to hinder a change in control
of our company. Any issuance of shares of preferred stock could
dilute the stock ownership of persons seeking to gain control. Shares
of a new series of preferred stock could also be convertible into a large number
of shares of common stock or have other terms that might make more difficult or
costly the acquisition of a controlling interest in our
company. Under certain circumstances, such shares could be used to
create voting impediments or to frustrate persons attempting to effect a
takeover or otherwise gain control. Such shares could be privately
placed with purchasers who might side with the Board of Directors in opposing a
hostile takeover bid. In addition, the Board of Directors could
authorize holders of a series of preferred stock to vote as a class, either
separately or with the holders of the common stock, on any merger, sale or
exchange of assets by us or any other extraordinary corporate
transactions. The ability of the Board of Directors to take such
actions might be considered as having an effect of discouraging any attempt by
another person or entity to acquire control of our company.
LEGAL
MATTERS
The
legality of the issuance of the shares offered in this prospectus will be passed
upon for us by Pryor Cashman LLP, New York, New York. Pryor
Cashman LLP holds warrants to purchase 10,000 units, and Eric M. Hellige, a
member of Pryor Cashman LLP, owns warrants to purchase 1,650 units, at an
initial exercise price of $8.00 per unit, each unit consisting of two shares of
our Series A convertible preferred stock and a warrant to purchase one share of
our common stock at an initial exercise price of $5.00 per share.
EXPERTS
The
consolidated financial statements of our company for the year ended December 31,
2008, and management’s assessment of the effectiveness of internal control over
financial reporting as of December 31, 2008, have been incorporated by reference
herein from our Annual Report on Form 10-K for the year ended December 31, 2008
(“2008 Form 10-K”) and have been so incorporated in reliance upon the reports of
BDO Guangdong Dahua Delu CPAs, an independent registered public
accounting firm, incorporated by reference elsewhere herein and given upon the
authority of such firm as an expert in auditing and accounting.
The
consolidated financial statements of our company for the years ended December
31, 2007 and 2006, have been incorporated by reference herein from our 2008 Form
10-K and have been so incorporated in reliance upon the reports of Child, Van
Wagoner & Bradshaw, PLLC, an independent registered public accounting firm,
incorporated by reference elsewhere herein and given upon the authority of such
firm as an expert in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3 (including exhibits) under the Securities Act, with respect to the
shares to be sold in this offering. This prospectus does not contain all the
information set forth in the registration statement. For further information
with respect to our company and the common stock offered in this prospectus,
reference is made to the registration statement, including the exhibits filed
thereto, and the financial statements and notes filed as a part
thereof. With respect to each such document filed with the Commission
as an exhibit to the registration statement, reference is made to the exhibit
for a more complete description of the matter involved.
We file
quarterly and annual reports, proxy statements and other information with the
Commission. You may read and copy any document that we file at the
public reference facilities of the Commission at 100 F Street, N.E., Washington,
D.C. 20549. You may call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings with the
Commission are also available to the public from the Commission’s website at
http://www.sec.gov
. In
addition, documents that we file with the Commission are available on our
Internet website at
www.zpfood.com.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
Commission allows us to “incorporate by reference” into this prospectus the
information we have filed with the Commission. The information we incorporate by
reference into this prospectus is an important part of this prospectus. Any
statement in a document we have filed with the Commission prior to the date of
this prospectus and which is incorporated by reference into this prospectus will
be considered to be modified or superseded to the extent a statement contained
in this prospectus or any other subsequently filed document that is incorporated
by reference into this prospectus modifies or supersedes that statement. The
modified or superseded statement will not be considered to be a part of this
prospectus, except as modified or superseded.
We
incorporate by reference into this prospectus the information contained in the
documents listed below, which is considered to be a part of this
prospectus:
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our
annual report on Form 10-K for the fiscal year ended
December 31, 2008, filed with the Commission on March 17, 2009
(file no. 001-33593);
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·
our
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2009,
filed with the Commission on May 11, 2009 (file no.
001-33593);
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·
our
current reports on Form 8-K filed with the Commission on May 6, 2009, May
11, 2009 and May 18, 2009 (file no. 001-33593);
and
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·
our
definitive proxy statement on Form DEF14A, filed with the Commission on
April 24, 2009 (file no.
001-33593).
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We also incorporate by reference all
additional documents that we file with the Commission under the terms of Section
13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the initial
filing date of the registration statement of which this prospectus is a part and
the effectiveness of the registration statement, as well as between the date of
this prospectus and the termination of any offering of securities offered by
this prospectus. We are not, however, incorporating, in each case, any documents
or information that we are deemed to furnish and not file in accordance with the
Commission rules.
You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Zhongpin
Inc.
21
Changshe Road
Changge
City, Henan Province
People’s
Republic of China 461500
(011) 86-10-82861788
No
dealer, salesperson, or other person has been authorized to give any information
or to make any representation not contained in this prospectus, and, if given or
made, such information and representation should not be relied upon as having
been authorized by us or the selling stockholder. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered by this prospectus in any jurisdiction or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall under any circumstances create
an implication that there has been no change in the facts set forth in this
prospectus or in our affairs since the date hereof.
Until
July 26, 2009, all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
overallotments or subscriptions.
Zhongpin
Inc.
7,652,530
Shares of Common
Stock
Prospectus
June 16,
2009
Grafico Azioni Zhongpin Inc. (MM) (NASDAQ:HOGS)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni Zhongpin Inc. (MM) (NASDAQ:HOGS)
Storico
Da Ago 2023 a Ago 2024