-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHdA+dJIss4WMJjTRCwbvrhIGNHZrYkOpTlXGrzVKdjiyO9FAH0JYNixFAkcR4vi kxK6+Q4wA2GkjWeiYYkGdQ== 0001104659-07-074641.txt : 20071012 0001104659-07-074641.hdr.sgml : 20071012 20071012120233 ACCESSION NUMBER: 0001104659-07-074641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHANGHAI CENTURY ACQUISITION CORP CENTRAL INDEX KEY: 0001326710 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81781 FILM NUMBER: 071168810 BUSINESS ADDRESS: STREET 1: 23RD FLOOR SHUN HO TOWER STREET 2: 24-30 ICE HOUSE STREET CITY: CENTRAL HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 852-2854-8989 MAIL ADDRESS: STREET 1: 23RD FLOOR SHUN HO TOWER STREET 2: 24-30 ICE HOUSE STREET CITY: CENTRAL HONG KONG STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATORKA GROUP HF CENTRAL INDEX KEY: 0001405943 IRS NUMBER: 000000000 STATE OF INCORPORATION: K6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HLIDASMARI 1 201 CITY: KOPAVOGUR STATE: K6 ZIP: 00000 BUSINESS PHONE: 354 540 6200 MAIL ADDRESS: STREET 1: HLIDASMARI 1 201 CITY: KOPAVOGUR STATE: K6 ZIP: 00000 SC 13D/A 1 a07-24093_6sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION



 

Washington, D.C. 20549



 

SCHEDULE 13D




Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

Shanghai Century Acquisition Corporation

(Name of Issuer)

 

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

 

G80637104

(CUSIP Number)

 

Magnús Jónsson
Atorka Group hf.
Hlídasmári 1, 201 Kópavogur
Iceland
Tel:   + 354 540 6200

 

Copy to: A. Peter Harwich
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
+1-212-610-6300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 10, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




 

CUSIP No.  G80637104

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Atorka Group hf.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization

Iceland

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

3,803,970

 

8.

Shared Voting Power

0

 

9.

Sole Dispositive Power

0

 

10.

Shared Dispositive Power

0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,803,970

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)

21.74%

 

 

14.

Type of Reporting Person (See Instructions)

CO

 

2




 

Reference is made to the statement on Schedule 13D filed on July 23, 2007, Amendment No. 1 thereto filed on August 24, 2007, Amendment No. 2 thereto filed on August 27, 2007, Amendment No. 3 thereto filed on September 13, 2007, Amendment No. 4 thereto filed on September 18, 2007, Amendment No. 5 thereto filed on September 19, 2007, Amendment No. 6 filed September 24, 2007, Amendment No. 7 thereto filed on September 25, 2007, and Amendment No. 8 filed on September 27, 2007 (as so amended, the Schedule 13D) on behalf of Atorka Group hf. (Atorka), a company organized under the laws of the Republic of Iceland. All capitalized terms used without definition herein have the meanings ascribed thereto in the Schedule 13D. This Amendment No. 9 to the Schedule 13D amends and restates Item 3 and Item 5 of the Schedule 13D in their entirety as follows:

 

Item 1.

Security and Issuer

Item 2.

Identity and Background

Item 3.

Source and Amount of Funds or Other Consideration

 

Atorka purchased 312,500 shares of the Common Stock in the Issuer’s initial public offering on April 25, 2006 for an aggregate purchase price of $2,500,000.  The remainder of the shares were purchased in the open market (shares purchased in the past sixty days are set forth in Item 5), and the amount of funds used in the purchases was approximately $29,163,921.  All funds used in these purchases were derived from Atorka’s working capital.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

 

(a) - (b) As of October 10, 2007, Atorka directly or indirectly beneficially owns 3,803,970 shares, or approximately 21.74%, of the Issuer’s Common Stock.  The percentage owned by Atorka is calculated based on 17,500,000 shares of the Issuer’s Common Stock outstanding as reported in the quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007, which was filed with the SEC on August 14, 2007, which represents the most recent available public filing containing such information.

 

Atorka is also a holder of 986,700 units of redeemable warrants of the Issuer, issued in registered form under a redeemable warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Issuer.  Each warrant entitles Atorka to purchase one ordinary share of the Issuer at a price of $6.00.  The warrants are not currently exercisable and would only become exercisable upon the Issuer’s completion of a stock exchange, asset acquisition or other similar business combination.

 

(c) The following chart sets forth Atorka’s purchase of the Issuer’s securities in the past sixty days:

 

Party

 

Date of Purchase

 

Number of
Units/Shares
Purchased

 

Class of
Securities

 

Price per
Unit/Share ($)

 

Where and How
Effected

Atorka

 

October 10, 2007

 

213,200

 

Common Stock

 

8.299

 

Open market purchase

Atorka

 

September 27, 2007

 

12,700

 

Common Stock

 

8.127

 

Open market purchase

Atorka

 

September 26, 2007

 

307,000

 

Common Stock

 

8.321

 

Open market purchase

Atorka

 

September 25, 2004

 

10,600

 

Common Stock

 

8.0347

 

Open market purchase

Atorka

 

September 24, 2007

 

184,200

 

Common Stock

 

8.1203

 

Open market purchase

Atorka

 

September 21, 2007

 

104,344

 

Common Stock

 

8.0347

 

Open market purchase

Atorka

 

September 20, 2007

 

50,100

 

Common Stock

 

8.0162

 

Open market purchase

Atorka

 

September 19, 2007

 

114,000

 

Warrants

 

1.76

 

Open market purchase

Atorka

 

September 19, 2007

 

109,800

 

Common Stock

 

8.13461

 

Open market purchase

Atorka

 

September 18, 2007

 

130,300

 

Common Stock

 

8.03940

 

Open market purchase

Atorka

 

September 17, 2007

 

50,330

 

Common Stock

 

8.1005

 

Open market purchase

Atorka

 

September 14, 2007

 

107,000

 

Common Stock

 

8.1298

 

Open market purchase

Atorka

 

September 13, 2007

 

57,150

 

Common Stock

 

8.18

 

Open market purchase

Atorka

 

September 12, 2007

 

83,500

 

Common Stock

 

8.1342

 

Open market purchase

Atorka

 

September 11, 2007

 

159,700

 

Warrants

 

1.688

 

Open market purchase

Atorka

 

September 11, 2007

 

341,475

 

Common Stock

 

7.989

 

Open market purchase

Atorka

 

August 24, 2007

 

400,971

 

Common Stock

 

7.9615

 

Open market purchase

Atorka

 

August 23, 2007

 

500,000

 

Common Stock

 

7.697

 

Open market purchase

 

 

(d) To Atorka’s knowledge, no person other than Atorka has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer which are deemed to be beneficially owned by Atorka.

 

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

 

3




 

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies as of October 10, 2007 that the information set forth in this statement is true, complete and correct.

Atorka Group hf.

 

 

 

 

 

By: /s/ Arnar Már Jóhannesson

 

 

Name: Arnar Már Jóhannesson

 

Title:   Chief Financial Officer

 

 

 

 

4



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