-----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, WNeKb7lBP6omFle3Ca4r3zUMSdD9cY6/qu39PaY77NE8LwnQ0JIjMQ/ld+KI6Tm8 AGGjjPKx6ApNZnDcuqNBtg== 0000902664-07-001282.txt : 20070323 0000902664-07-001282.hdr.sgml : 20070323 20070323111546 ACCESSION NUMBER: 0000902664-07-001282 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070323 DATE AS OF CHANGE: 20070323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eFuture Information Technology Inc. CENTRAL INDEX KEY: 0001329365 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82172 FILM NUMBER: 07714091 BUSINESS ADDRESS: STREET 1: BLOCK A BUILDING NO. 10 STREET 2: NO. 1 DISHENG NORTH STREET, BDA CITY: BEIJING STATE: F4 ZIP: 100176 BUSINESS PHONE: 01051650998 MAIL ADDRESS: STREET 1: BLOCK A BUILDING NO. 10 STREET 2: NO. 1 DISHENG NORTH STREET, BDA CITY: BEIJING STATE: F4 ZIP: 100176 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G 1 sc13g.txt E-FUTURE INFORMATION TECHNOLOGY INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 E-Future Information Technology Inc. (Name of Issuer) Common Stock, $0.0756 par value per share (Title of Class of Securities) G29438101 (CUSIP Number) March 13, 2007 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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). Page 1 of 8 Pages CUSIP No. G29438101 13G Page 2 of 8 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Capital Ventures International - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 0 ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER ** 200,080*** OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING 0 ______________________________________________________________ PERSON WITH: (8) SHARED DISPOSITIVE POWER ** 200,080*** - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,080*** - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ----------------------------------------------------------------------------- ** Heights Capital Management, Inc. is the investment adviser to Capital Ventures International and as such may exercise voting and dispositive power over these shares. ***Issuable upon conversion of $5,000,000 principal amount of Senior Convertible Notes due March 12, 2012. CUSIP No. G29438101 13G Page 3 of 8 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Heights Capital Management, Inc. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 0 ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER ** OWNED BY 200,080*** ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING 0 ______________________________________________________________ PERSON WITH: (8) SHARED DISPOSITIVE POWER ** 200,080*** - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,080*** - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ----------------------------------------------------------------------------- ** Heights Capital Management, Inc. is the investment adviser to Capital Ventures International and as such may exercise voting and dispositive power over these shares. ***Issuable upon conversion of $5,000,000 principal amount of Senior Convertible Notes due March 12, 2012. CUSIP No. G29438101 13G Page 4 of 8 Pages Item 1. (a) Name of Issuer e-Future Information Technology Inc., a Cayman Islands corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices No. 10 Building, BUT Software Park No.1 Disheng North Street, BDA Yizhuang District, Beijing 100176, People's Republic of China Item 2(a). Name of Person Filing This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock of the Company, $0.0756 par value per share issued upon conversion of the senior convertible notes to the Reporting Persons (the "Shares"). (i) Capital Ventures International (ii) Heights Capital Management, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of Capital Ventures International is: One Capitol Place P.O Box 1787 GT Grand Cayman, Cayman Islands British West Indies The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111 Item 2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Common Stock, $0.0756 par value per share Item 2(e) CUSIP Number G29438101 CUSIP No. G29438101 13G Page 5 of 8 Pages Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Based upon the Securities Purchase Agreement dated March 13, 2007 by and among the Company and the investors listed on the Schedule of Buyers attached thereto, which was filed as exhibit 99.1 of the report on Form 6-K/A of the Company filed on March 15, 2007, the total number of outstanding shares of Common Stock as of March 13, 2007 is 2,633,500. In calculating the percentage of Shares held by the Reporting Persons, we assumed the conversion of the referenced senior convertible notes. In addition to the 200,080 Shares issuable to Capital Ventures International upon conversion of the senior convertible notes, the Reporting Persons beneficially own (i) Series A Warrants to purchase 92,038 shares of Common Stock and (ii) Series B Warrants to purchase 115,048 shares of Common Stock, which are all held by Capital Ventures International. However, pursuant to the terms of the relevant instruments, the Reporting Persons cannot exercise any of these warrants before September 9, 2007. Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. CUSIP No. G29438101 13G Page 6 of 8 Pages Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits: Exhibit I: Joint Filing Agreement, dated as of March 23, 2007, by and among Capital Ventures International and Heights Capital Management, Inc. CUSIP No. G29438101 13G Page 7 of 8 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: March 23, 2007 CAPITAL VENTURES INTERNATIONAL HEIGHTS CAPITAL MANAGEMENT, INC. By: Heights Capital Management, Inc. By: /s/ Todd Silverberg pursuant to a Limited Power of ------------------- Attorney, a copy of which is filed as Name: Todd Silverberg Exhibit A thereto Title Secretary By: /s/ Todd Silverberg ------------------- Name: Todd Silverberg Title Secretary The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference. CUSIP No. G29438101 13G Page 8 of 8 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of March 23, 2007 CAPITAL VENTURES INTERNATIONAL HEIGHTS CAPITAL MANAGEMENT, INC. By: Heights Capital Management, Inc. By: /s/ Todd Silverberg pursuant to a Limited Power of ------------------- Attorney, a copy of which is filed as Name: Todd Silverberg Exhibit A thereto Title Secretary By: /s/ Todd Silverberg ------------------- Name: Todd Silverberg Title Secretary -----END PRIVACY-ENHANCED MESSAGE-----