UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
WIND SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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74-2235008
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(State
of other jurisdiction of incorporation or organization
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(I.R.S.
Employer Identification No.)
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No. 9 Yanyu Middle
Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, the People’s Republic of
China
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214181
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2009
Incentive Stock Plan
(Full
Title of Plan)
Jianhua
Wu
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No.
9 Yanyu Middle Road, Qianzhou Village, Huishan District
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Wuxi
City, Jiangsu Province, the People’s Republic of China
214181
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(Name and address of
agent for service)
(86)
510-8339-7559
(Telephone
number, including area code, of agent for service)
Copies
to:
Asher
S. Levitsky, P.C.
Sichenzia
Ross Friedman Ference LLP
61
Broadway 32
nd
Floor
New
York, NY 10006
Tel
(212) 981-6767
Fax
(212) 930-9725
Email:
alevitsky@srff.com
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
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Accelerated filer
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Non-accelerated
filer
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(Do not check if a smaller
reporting company)
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Smaller reporting
company
T
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CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per
share
(2)
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock, par value $0.001
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2,000,000
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$
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4.77
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$
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9,540,000
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$
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680.20
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of common stock of China Wind Systems, Inc.., a Delaware
corporation (the “Registrant” or the “Company”), which become issuable by
reason of any stock dividend, stock split, recapitalization or other
similar transaction which results in an increase in the number of
outstanding shares of the Registrant’s common stock.
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(2)
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Estimated
in accordance with Rule 457(h) of the Securities Act solely for the
purpose of calculating the registration fee. The computation is based on
the average bid and asked price of the Registrant’s common stock as
reported on the Over-The-Counter Bulletin Board on April 1,
2010.
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EXPLANATORY
NOTE
This
Registration Statement is being filed to register the grant of up to 2,000,000
shares of common stock of China Wind Systems, Inc., par value $0.001 per share,
to certain employees of the Company either as stock or stock options, and the
subsequent exercise of any stock options.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
The
documents containing the information specified in Part I of this Registration
Statement will be sent or given to eligible employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended as of the date of this
Registration Statement (the "Securities Act"). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees pursuant to Rule 428(b) or additional
information about the Offering are available without charge by
contacting:
Corporate
Secretary
No. 9
Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, the People’s Republic of China 214181
011-(86)
510-8339-7559
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
The
following documents and information heretofore filed with the Commission by the
Registrant are incorporated herein by reference in this registration
statement:
(a)
The
Registrant’s annual report on Form 10-K for the year ended December 31, 2009,
filed on March 31, 2010.
(b)
The Registrant’s
definitive proxy statement on Schedule 14A filed on February 17, 2010.
(c)
The
Registrant’s current reports on Forms 8-K filed on January 11, January 13,
February 26, March 8, March 9, and March 31, 2010.
(d)
The
description of the Registrant’s common stock contained in the Registrant’s
Registration Statement on Form 8-A filed on December 24, 2009.
All
documents subsequently filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934
, prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item
4. Description of Securities.
The class
of securities to be offered is registered under Section 12 of the Exchange Act
and accordingly, no information under Item 202 of Regulation S-K is
required.
Item
5. Interests of Named Experts and
Counsel.
None.
Item
6. Indemnification of Directors and
Officers.
The
Registrant’s certificate of incorporation and by-laws provide that the liability
of directors of the Registrant from monetary damages shall be eliminated to the
fullest extent permissible under Delaware law and provides for indemnification
to the fullest extent permitted by Delaware law.
Section
145 of the Delaware General Corporation Law, as amended, authorizes us to
indemnify any director or officer under certain prescribed circumstances and
subject to certain limitations against certain costs and expenses, including
attorney's fees actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which a person is a party by reason of being a director or officer of the
Registrant if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory provisions. We may
also purchase and maintain insurance for the benefit of any director or officer,
which may cover claims for which we could not indemnify such
persons.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act" or "Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item
7. Exemption from Registration
Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
No.
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Description
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4.1
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China
Wind Systems, Inc. 2010 Long Term Incentive Plan (filed as an exhibit to
the Registrant’s Form 10-K for the year ended December 31, 2009 and
incorporated hereby by reference).
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP with respect to the legality of the
common stock registered hereby.
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23.1
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Consent
of Sichenzia Ross Friedman Ference LLP (contained in its opinion filed
herewith in Exhibit 5.1).
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23.2
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Consent
of Sherb & Co., LLP.
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Item
9.
Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
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(iii)
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to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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Provided, however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement
is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2)
That, for
the purpose of determining any liability under the Securities Act of 1933, each
such
post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering
thereof.
(3)
To remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wuxi, the People’s Republic of China, on April 7, 2010.
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CHINA
WIND SYSTEMS, INC.
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By:
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/s/
Jianhua Wu
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Jianhua
Wu
Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
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By:
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/s/
Jianhua Wu
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Jianhua
Wu
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Chief
Executive Officer and Director
(principal
executive officer)
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By:
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/s/
Teresa Zhang
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Teresa
Zhang
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Chief
Financial Officer
(principal
financial and accounting officer)
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By:
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/s/
Xuezhong Hua
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Xuezhong
Hua
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Director
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By:
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/s/
Xi Liu
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Xi
Liu
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Director
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By:
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/s/
Drew Bernstein
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Drew
Bernstein
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Director
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By:
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/s/
Megan Penick
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Megan
Penick
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Director
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