0001144204-11-032877.txt : 20110527 0001144204-11-032877.hdr.sgml : 20110527 20110527143706 ACCESSION NUMBER: 0001144204-11-032877 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110526 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fushi Copperweld, Inc. CENTRAL INDEX KEY: 0000710846 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 133140715 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33669 FILM NUMBER: 11877726 BUSINESS ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, JINZHOU CITY: DALIAN STATE: F4 ZIP: 116100 BUSINESS PHONE: (860)435-7000 MAIL ADDRESS: STREET 1: 1 SHUANG QIANG ROAD, CITY: JINZHOU DALIAN F4 STATE: F4 ZIP: 116100 FORMER COMPANY: FORMER CONFORMED NAME: Fushi Copperweld, Inc DATE OF NAME CHANGE: 20080124 FORMER COMPANY: FORMER CONFORMED NAME: FUSHI INTERNATIONAL INC DATE OF NAME CHANGE: 20060213 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 8-K 1 v224432_8k.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): May 26, 2011
 

 

 
FUSHI COPPERWELD, INC.
 


(Exact name of registrant as specified in charter)

Nevada
001-33669
13-3140715
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification
No.)

TYG Center Tower B, Suite 2601
116100
Dongsanhuan Bei Lu, Bing 2
 
Beijing, PRC 100027
 
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (011)-86-10-8447-8280


 (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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Item 8.01    Other Events. .

On May 26, 2011, Fushi Copperweld, Inc. (the “Company”) issued a press release stating that the Special Committee of the Board of Directors of the Company provided an update regarding the proposal previously submitted by the Company’s Chairman and Co-Chief Executive Officer, Mr. Li Fu and Abax Global Capital (Hong Kong) Limited on behalf of funds managed by it and its affiliates, for the acquisition of all of the outstanding shares of common stock of the Company not currently owned by Mr. Fu and his affiliates in a going private transaction..
 
A copy of the press release is filed herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits
 
Exhibit No. 
 
Description
     
99.1
 
Press Release dated May 26, 2011

 
 

 

SIGNATURES

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 hereunto duly authorized.

 
FUSHI COPPERWELD, INC.
       
Date: May 27, 2011
By:
/s/ Craig Studwell
 
 
Name:
Craig Studwell
 
Title:
Chief Financial Officer
 
 
 

 

Exhibit Index

Exhibit No. 
 
Description
     
99.1
 
Press Release dated May 26, 2011

 
 

 
EX-99.1 2 v224432_ex99-1.htm

Special Committee of Fushi Copperweld, Inc. Provides Update Regarding “Going Private” Proposal
 
In response to investor inquiries, the Special Committee of the Board of Directors of Fushi Copperweld, Inc. ("Fushi" or the "Company") (Nasdaq: FSIN ) today provided an update regarding the proposal previously submitted by the Company’s Chairman and Co-Chief Executive Officer, Mr. Li Fu ("Mr. Fu") and Abax Global Capital (Hong Kong) Limited on behalf of funds managed by it and its affiliates ("Abax"), for the acquisition of all of the outstanding shares of Common Stock of Fushi not currently owned by Mr. Fu and his affiliates in a going private transaction for $11.50 per share in cash, subject to certain conditions.
 
As previously announced, Fushi's Board of Directors formed a Special Committee of independent directors to consider this proposal. The Special Committee has negotiated and executed confidentiality and standstill agreements with each of Mr. Fu and Abax. The Special Committee and its independent financial and legal advisors are currently facilitating the due diligence investigation of the Company by Mr. Fu and Abax so that they can be in a position to submit a firm, fully financed offer to the Special Committee. The Special Committee, with the assistance of its advisors, is also considering other strategic alternatives to Mr. Fu’s proposal, including any other acquisition proposal that may be submitted to the Company or to the Special Committee or remaining an independent public company.
 
There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Special Committee does not intend to disclose developments regarding these matters unless and until it deems disclosure appropriate.
 
BoA Merrill Lynch is serving as independent financial advisor to the Special Committee and Gibson, Dunn & Crutcher LLP is serving as independent legal counsel.
 
About Fushi Copperweld
Fushi Copperweld Inc., through its wholly owned subsidiaries, Fushi International (Dalian) Bimetallic Cable Co. Ltd., and Copperweld Bimetallics LLC, is the leading manufacturer and innovator of copper-clad bimetallic engineered conductor products for electrical, telecommunications, transportation, utilities and industrial applications. With extensive design and production capabilities, and a long-standing dedication to customer service, Fushi Copperweld is the preferred choice for bimetallic products worldwide.
 
Safe Harbor Statement
This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as "will" "believes", "expects" or similar expressions. These forward-looking statements may also include statements about our proposed discussions related to our business or growth strategy, which is subject to change. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and upon assumptions with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. For a description of the risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov.
 
Fushi Copperweld Investor Relations
Phone +1.931.433.0482
E-mail: IR@fushicopperweld.com