Attached files
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| EX-99.1 - GENERAL STEEL HOLDINGS INC | v206756_ex99-1.htm |
| EX-16.1 - GENERAL STEEL HOLDINGS INC | v206756_ex16-1.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 31,
2010
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 4.01 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT.
(a) General
Steel Holdings, Inc. (the “Company”) has completed a process to review the
appointment of the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2011. Upon recommendation of the
Company’s executive management, the Audit Committee of the Board of Directors,
on December 31, 2010, approved the selection of PricewaterhouseCoopers Zhong
Tian CPAs Limited Company (“PwC”), as its independent registered public
accounting firm for the fiscal year ending December 31, 2011. PwC will provide
services beginning in the second fiscal quarter of 2011. This item
will be submitted for the ratification of shareholders at the Company’s 2011
Annual Shareholders Meeting. The Committee’s selection of PwC to
serve as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2011 will result in the dismissal of the
Company’s current independent registered public accounting firm, Frazer Frost,
LLP (“Frazer Frost”) upon Frazer Frost’s completion of its audit engagement for
the year ended December 31, 2010, at the time the Company files its Form 10-K
for that year.
The
change in independent registered public accounting firm did not result from any
dissatisfaction with the quality of professional services rendered by Frazer
Frost.
Frazer
Frost’s audit report on the Company’s financial statements for the fiscal year
ended December 31, 2009 did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In
connection with the audits of the Company’s financial statements for the fiscal
year ended December 31, 2009 and the subsequent interim period from January
1, 2010 through the date hereof, there were: (i) no disagreements between
the Company and Frazer Frost on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Frazer Frost, would
have caused Frazer Frost to make reference to the subject matter of the
disagreement in their reports on the Company’s financial statements for such
years, and (ii) no reportable events within the meaning set forth in
Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or
a reportable event within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided Frazer Frost with a copy of the disclosures in this Form 8-K
and requested that Frazer Frost furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Frazer Frost agrees
with the Company’s statements in this Item 4.01. A copy of the
letter dated January 4, 2011, furnished by Frazer Frost in response to that
request is filed as Exhibit 16.1 to this Form 8-K.
On
December 29, 2010, the Company issued the press release filed as exhibit 99.1
hereto and incorporated herein by reference.
(b) On
December 31, 2010, the Audit Committee of the Company’s Board of Directors
approved the engagement of PricewaterhouseCoopers Zhong Tian CPAs
Limited Company (“PwC”) as the Company’s new independent registered public
accounting firm for the fiscal year ending December 31, 2011. During
the two most recent fiscal years and the interim periods preceding the
engagement, the Company has not consulted PwC regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, and either a written report was provided to
the Company or oral advice was provided that PwC concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was the
subject of a disagreement or reportable event as defined in Regulation S-K,
Item 304(a)(1)(iv) and Item 304(a)(1)(v).
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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Exhibit No.
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Document
Description
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16.1
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Letter
of Frazer Frost, LLP to the Securities and Exchange Commission dated
January 4, 2011
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99.1
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Press
Release issued on December 29,
2010
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Forward-Looking
Statements
This
filing contains statements that are forward-looking within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements are only
predictions and are not guarantees of future performance. Investors
are cautioned that any such forward-looking statements are and will be, as the
case may be, subject to many risks, uncertainties, certain assumptions and
factors relating to the operations and business environments of General Steel
Holdings, Inc. and its subsidiaries that may cause the actual results of the
companies to be materially different from any future results expressed or
implied in such forward-looking statements. Although General Steel
Holdings, Inc. believes that the expectations and assumptions reflected in the
forward-looking statements are reasonable based on information currently
available to its management, General Steel Holdings, Inc. cannot guarantee
future results or events. General Steel Holdings, Inc. expressly
disclaims a duty to update any of the forward-looking statement.
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:
January 5, 2011