Attached files
| file | filename |
|---|---|
| EX-1.1 - GENERAL STEEL HOLDINGS INC | v169951_ex1-1.htm |
| EX-5.1 - GENERAL STEEL HOLDINGS INC | v169951_ex5-1.htm |
| EX-4.1 - GENERAL STEEL HOLDINGS INC | v169951_ex4-1.htm |
| EX-10.1 - GENERAL STEEL HOLDINGS INC | v169951_ex10-1.htm |
| EX-10.2 - GENERAL STEEL HOLDINGS INC | v169951_ex10-2.htm |
| EX-10.4 - GENERAL STEEL HOLDINGS INC | v169951_ex10-4.htm |
| EX-99.1 - GENERAL STEEL HOLDINGS INC | v169951_ex99-1.htm |
| EX-10.3 - GENERAL STEEL HOLDINGS INC | v169951_ex10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 24, 2009
General
Steel Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-33717
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41-2079252
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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Room
2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai
Ave.,
Chaoyang
District, Beijing 100020
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
+ 86 (10) 58797346
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
October 22, 2009, the Securities and Exchange Commission (the “Commission”)
declared effective the Registration Statement on Form S-3 (File
No. 333-161585) (the “Registration Statement”) of General Steel Holdings,
Inc. (the “Company”). The Registration Statement permits the Company to issue,
in one or more offerings, shares of common stock, preferred stock, warrants,
debt securities, rights or units at an aggregate initial offering price not to
exceed $60,000,000.
On
December 24, 2009, the Company entered into a placement agent agreement with FT
Global Capital, Inc. and Rodman & Renshaw, LLC as the exclusive placement
agents, relating to the sale and issuance by the Company to certain investors
(the “Purchasers”) of 5,555,556 units (the “Units”), each Unit consisting of (i)
one share of common stock par value $0.001 per share (“Common Stock”),
and (ii) a warrant to purchase 0.50 shares of Common
Stock (“Warrant”), pursuant to the Registration Statement (the
“Offering”). In the aggregate, the Company would issue 5,555,556 shares of
Common Stock and warrants to purchase up to 2,777,778 shares of Common Stock,
pursuant to the terms of the placement agency agreement and the related
securities purchase agreement. The Warrants will generally be
exercisable beginning six months from the date of issuance for a period of two
from the initial exercise date, and will carry an initial exercise price per
share equal to $5.00.
The
Company anticipates raising gross proceeds of $25,000,000. The net offering
proceeds to the Company from the sale of the Units, after deducting the
placement agents’ fees and other estimated offering expenses payable by the
Company, are expected to be approximately $23,415,000. The Offering
is expected close on or about December 31, 2009, or on such later date as the
Company and the Purchasers may agree, subject to customary closing
conditions.
As a
condition to the closing of the Offering, the Company is obligated to obtain
voting agreements reasonably acceptable to the Purchasers duly executed by
holders of at least 50.1% of the issued and outstanding voting capital stock of
the Company as of December 24, 2009 agreeing to vote in favor of any shareholder
approval of the Offering and related matters to the extent such approval is
required at any time in the future under with the rules and regulations of The
New York Stock Exchange.
Certain
anti-dilution adjustment provisions contained in the Company’s common stock
purchase warrants originally issued on December 13, 2007 (“December 2007
Warrants”) may have been triggered by the Company’s sale of the
units. Rather than giving full effect to the anti-dilution
provisions, the Company and the holders of the December 2007 Warrants entered
into warrant reset agreements with investors from the Company’s December 13,
2007 financing whereby the aggregate number of shares of common stock issuable
upon exercise of the December 2007 Warrants is increased from 1,154,958 shares
to 3,900,871 shares, and the exercise price of the December 2007 Warrants was
reduced from $13.51 per share to $5.00 per share. In addition, the
warrant reset agreement entered into by and among the Company and Hudson Bay
Fund, LP provides for the release of certain pledged shares of Common Stock held
in escrow pursuant to a pledge agreement entered into as part of the December
13, 2007 financing.
The
foregoing summary of the terms of the securities purchase agreement, the voting
agreement, the warrant reset agreements, the warrant and the placement agent
agreement is subject to, and qualified in its entirety by, the form of
securities purchase agreement, form of voting agreement, form of warrant reset
agreements, form of warrant and the placement agency agreement, which are
attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4,
4.1 and 1.1 respectively and are incorporated herein by reference.
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ITEM
8.01
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OTHER
EVENTS.
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The
Company’s press release announcing the Offering is filed as Exhibit 99.1 to
this Current Report on Form 8-K, and is incorporated herein by
reference.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
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Exhibit No.
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Document
Description
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1.1
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Placement
Agent Agreement, dated December 24, 2009, FT Global Capital, Inc. and
Rodman & Renshaw, LLC, and General Steel Holdings,
Inc.
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4.1
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Form
of Common Stock Purchase Warrant.
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5.1
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Legal
opinion of Dennis Brovaronne, Attorney at Law.
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10.1
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Form
of Securities Purchase Agreement, dated as of December 24, 2009, between
General Steel Holdings, Inc. and each purchaser signatory
thereto.
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10.2
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Form
of Voting Agreement.
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10.3
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Form
of Warrant Reset Agreement between General Steel Holdings, Inc. and Hudson
Bay Fund, LP.
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10.4
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Form
of Warrant Reset Agreement between General Steel Holdings, Inc. and the
holders of the December 2007 Warrants (not including Hudson Bay Fund,
LP).
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23.1
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Consent
of Dennis Brovarone, Attorney at Law (included in
Exhibit 5.1).
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99.1
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Press
Release issued by General Steel Holdings, Inc. on December 24,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
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General
Steel Holdings, Inc.
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By:
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/s/ John Chen | |
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Name:
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John Chen | ||
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Title:
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Chief
Financial Officer
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Dated:
December 24, 2009