-----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, U3mh7khY/DHsRZF98xTVDt6CWRypLEWIyVPmSWeNJ9W4uqMcWD0B7ZogsW0vlMjW qkzBWQ7s6LPfsXawY0rehw== 0001166134-08-000024.txt : 20080214 0001166134-08-000024.hdr.sgml : 20080214 20080214084244 ACCESSION NUMBER: 0001166134-08-000024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46672 FILM NUMBER: 08608535 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POPE ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001166134 IRS NUMBER: 621871308 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 BUSINESS PHONE: 901 763 4001 MAIL ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 SC 13G/A 1 fushiamend021308.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Fushi International, Inc. (Name of Issuer) Common (Title of Class of Securities) 36113C101 (CUSIP Number) 12/31/07 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons 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 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. 36113C101 1. Names of Reporting Persons. Pope Asset Management, LLC I.R.S. Identification Nos. of above persons 62-1871308 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization TennesseeNumber of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 3196260 6. Shared Voting Power 3196260 7. Sole Dispositive Power 3196260 8. Shared Dispositive Power 3196260 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3196260 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 11.36 12. Type of Reporting Person (See Instructions) IA 1. Names of Reporting Persons. Pope Investments, LLC I.R.S. Identification Nos. of above persons 260281944 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization DelawareNumber of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 1316128 6. Shared Voting Power 3196260 7. Sole Dispositive Power 1316128 8. Shared Dispositive Power 3196260 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3196260 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 11.36 12. Type of Reporting Person (See Instructions) 00 1. Names of Reporting Persons. William P. Wells I.R.S. Identification Nos. of above persons 426961338 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization TennesseeNumber of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 3196260 6. Shared Voting Power 3196260 7. Sole Dispositive Power 3196260 8. Shared Dispositive Power 3196260 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3196260 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 11.36 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Name of Issuer Fushi International (b) Address of Issuer's Principal Executive Offices 999 Wuyi Road Jinzhou District Dalian China 116100 Item 2. (a) This statement is filed by and on behalf of: (i) Pope Investments, LLC, a Delaware limited liability company ("Pope 2"); (ii) Pope Asset Management, LLC, a Tennessee limited liability company ("Pope Asset"); and (iii) William P. Wells ("Mr. Wells"). Pope Asset serves and an investment adviser and/or manager to various persons, including Pope Investments. Pope Asset is the sole manager for Pope Investments and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope Investments. Pope Investments beneficially owns 1,316,128 of the issuers common stock. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope Investments. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of Pope Investments. Mr. Wells declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer, or (ii) a member of any group with respect to the issuer or any securities of the issuer. Pope Investments, Pope Asset and Mr. Wells have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. (b) Address of Principal Business Office or if none, Residence 5100 Poplar Ave Ste 805 Memphis TN 38137 (c) (i) Pope Investments - Delaware (ii) Pope Asset Management - Tennessee (iii) Mr. Wells - Tennessee (d) Title of Class of Securities Common (e) CUSIP Number 36113C101 Item 3. If this statement is filed pursuant to 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. 78). (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) [ x ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 240.13d-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. For purposes of determining percentage of outstanding shares with respect to this statement, the reporting persons have relied upon information obtained from the issuer's prospectus filed on November 21, 2007 that the numberof shares of Common Stock of the issuer was 28,125,336. (a) Amount beneficially owned: See Item 9 of each cover page for the respective reporting persons. (b) See Item 11 of each cover page for the respective reporting persons. (c) Number of shares as to which the person has: (i)Sole power to vote or direct the vote: See Item 5 of each cover page for the respective reporting persons. (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page for the respective reporting persons. (iii) Sole power to dispose or direct the disposition of: See Item 7 of each cover page for the respective reporting persons. (iv) Shared power to dispose or to direct the disposition of: See item 8 of each cover page for the respective reporting persons. Pope Asset is the sole Manager of Pope Investments. Pope Investments may be deemed to beneficially own shares owned and/or held by Pope Asset Management and vice versa. Pope Investments declares that neither the filing of this statement nor anything herein shall be construed as an admission that Pope Investments is the beneficial owner of any securities covered by this statement held by or for Pope Asset Management. 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 [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Pope Asset is the sole manager for Pope Investments and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope Investments. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of an/or benefit of various persons,including Pope Investments. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope Investments. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 02/14/2008 Date William P. Wells Signature William P. Wells/President Name/Title Exhibit 99.1 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 Common Stock, of Fushi Copperweld, Inc.,is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in a 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: February 14, 2008. Pope Investments, LLC By: Pope Asset Management, LLC, Manager Signature William P. Wells/President Name/Title By: Pope Asset Management, LLC, Manager Signature William P. Wells/President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----