-----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, Tm+S+FLL0bzxQKX4X3sZGQgzmjkRErKiWw8DX/P4LnvBn1+Ka5ngrgKw/GoZN6CV JqyHrWZqvheec6zvidJYeg== 0000930413-06-001300.txt : 20060223 0000930413-06-001300.hdr.sgml : 20060223 20060223172536 ACCESSION NUMBER: 0000930413-06-001300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060216 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZHONGPIN INC. CENTRAL INDEX KEY: 0001277092 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 542100419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-112111 FILM NUMBER: 06640355 BUSINESS ADDRESS: STREET 1: C/O DEHENG CHEN CHAN, LLC STREET 2: 225 BROADWAY, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-986-9700 MAIL ADDRESS: STREET 1: C/O DEHENG CHEN CHAN, LLC STREET 2: 225 BROADWAY, SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: STRONG TECHNICAL INC DATE OF NAME CHANGE: 20040121 8-K 1 c41186_8k.txt 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): February 16, 2006 ZHONGPIN INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 333-112111 54-2100419 - -------------------------------- ------------------------ ------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 21 CHANGSHE ROAD, CHANGGE. HENAN PROVINCE, PRC --------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code) 011 86 374-6216633 U.S. Contact: c/o DeHeng Chen Chan LLC, 225 Broadway, Suite 1910, New York, NY, tel: (212) 608-6500, Attention: Wesley J. Paul, Esq. Former Address: 2591 DALLAS PARKWAY, SUITE 102, FRISCO, TX 75034 STRONG TECHNICAL INC. (Former Name or Former Address, if Changed Since Last Report) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No 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 (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On February 16, 2006, we filed an amendment to our Certificate of Incorporation to carry out a one-for-35.349 reverse stock split of all issued and outstanding shares of our common stock, which became effective as of the close of business on February 16, 2006. In connection with the reverse split, we also changed our name to Zhongpin Inc., which change became effective on February 16, 2006. As a result of the reverse split, holders of our shares of common stock will receive one share of Zhongpin common stock for every 35.349 shares they currently own, and a cash payment will be made in lieu of fractional shares to the extent that an individual's holdings are not evenly divisible by 35.349. Post-split trading of our shares on the Over-The-Counter Market on the NASD Electronic Bulletin Board (OTCBB) began on February 17, 2006 under the new ticker symbol "ZHNP." As a result of the reverse stock split, our issued and outstanding common stock was reduced from approximately 415,442,354 shares to approximately 11,752,578 shares. Our authorized capital of the Company was reduced from 820 million shares to thirty five million shares, of which 25 million shares are authorized as common stock and 10 million shares are authorized as preferred stock. A copy of the Amendment is attached hereto as Exhibit 3.1. The shares of common stock to be issued as a result of the reverse split will possess a new CUSIP number. A copy of the form of the new specimen common stock certificate is attached hereto as Exhibit 4.1. The press release announcing the reverse split and change in name is attached hereto as Exhibit 99.1 SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (b) Exhibits: 3.1* Certificate of Amendment of Certificate of Incorporation 4.1* Form of Specimen Common Stock Certificate 99.1* Press release dated February 21, 2006 * FILED HEREWITH SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZHONGPIN INC. Dated: February 22, 2006 By: /s/ XIANFU ZHU -------------------------- Name: XIANFU ZHU Title: CEO and Chairman EX-3.1 2 c41186_ex3-1.txt STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Strong Technical Inc. (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of the Company, resolutions were duly adopted setting forth two proposed amendments of the Certificate of Incorporation of said corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows: "FIRST: The name of the corporation is Zhongpin Inc. (hereinafter called the "Corporation"). RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows: "FOURTH: The total number of shares of Common Stock which the Corporation shall have authority to issue is THIRTY-FIVE MILLION (35,000,000) shares, of which TWENTY FIVE MILLION shares (25,000,000) shall be Common Stock, par value $.001 per share without cumulative voting rights and without preemptive rights, and TEN MILLION (10,000,000) shares shall be Preferred Stock, par value $.001 per share." Effective immediately upon the filing of this Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Effective Time"), every 35.349 shares of the Company's Common Stock that are issued and outstanding or held in treasury at the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be converted into one (1) share of the Company's Common Stock, PROVIDED, HOWEVER, that if a stockholder would be entitled to receive a fractional share of Common Stock based on the foregoing conversion ratio, such stockholder shall receive, in lieu of such fractional share, an amount in cash equal to the product of (i) such fractional share and (ii) the closing price per share of the Common Stock on the trading day immediately prior to the Effective Time. No interest shall be payable on cash payments for fractional shares. SECOND: That thereafter, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 16TH day of FEBRUARY , 2006. By: /S/ XIAOMIN CHEN ------------------------------- Xiaomin Chen TITLE: Authorized Signatory ------------------------------- Name: Xiaomin Chen ------------------------------- Print or Type EX-4.1 3 c41186_ex4-1.txt [GRAPHIC OMITTED] CUSIP 98952K 10 7 ZHONGPIN INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS [GRAPHIC OMITTED] - -------------------------------------------------------------------------------- THIS CERTIFIES THAT IS THE OWNER OF - -------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF ZHONGPIN INC. (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of the Certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation, as amended, and the Bylaws of the Corporation, as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATE: /s/ Xianfu Zhu CHAIRMEN OF THE BOARD COUNTERSIGNED: SECURITIES TRANSFER CORPORATION P.O. BOX 701629 DALLAS, TX. 75370 [seal] ZHONGPIN INC. CORPORATE SEAL DELAWARE * /s/ Yuanmei Ma SECRETARY BY: ------------------------------------- TRANSFER AGENT - AUTHORIZED SIGNATURE ZHONGPIN INC. TRANSFER FEE $20.00 PER NEW CERTIFICATE ISSUED A FULL STATEMENT OF THE RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS OF EACH CLASS OF STOCK WILL BE FURNISHED BY THE CORPORATION TO ANY SHAREHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT ..........Custodian.............. TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as Act.............................. tenants in common (State)
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED..........................HEREBY SELL ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------- - -------------------------------- ..................................... ................................................................................. PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ................................................................................. ................................................................................. ...........................................................................SHARES OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT.............................................. ................................................................................. ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED ............,20...... SIGNATURE: X................................. X................................. X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEE: - ----------------------------------------------------------------- THE SIGNATURE(S) SHOULD BE MEDALLION STAMP GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION PURSUANT TO S.E.C. RULE 17AD-15. - ----------------------------------------------------------------- SIGNATURE(S) GUARANTEED BY: - ----------------------------------------------------------------- EX-99.1 4 c41186_ex99-1.txt (BSNS WIRE) Strong Technical Inc. Announces Reverse Stock Split and Change of Name & Trading Symbol Strong Technical Inc. Announces Reverse Stock Split and Change of Name & Trading Symbol Business Editors / Food Writers NEW YORK--(BUSINESS WIRE)--Feb. 21, 2006-- Strong Technical Inc. (OTCBB:ZHNP) today announced a one-for-35.349 reverse split of its common stock, effective as of the close of business on February 16, 2006. In connection with the reverse split, the company also changed its name to Zhongpin Inc., which change became effective on February 16, 2006. References in this press release to Zhongpin Inc. will include filings and actions taken when the company's name was Strong Technical Inc. As a result of the reverse split, holders of Zhongpin shares will receive one share of Zhongpin common stock for every 35.349 shares they currently own, and a cash payment will be made in lieu of fractional shares to the extent that an individual's holdings are not evenly divisible by 35.349. Securities Transfer Corporation will serve as the exchange agent in connection with the reverse split and will be mailing instructions to all record holders explaining the process for obtaining new stock certificates. Post-split trading of Zhongpin shares on the Over-The-Counter Market on the NASD Electronic Bulletin Board (OTCBB) began on February 17, 2006 under the new ticker symbol "ZHNP." As a result of shares exchange transaction with Falcon Link Investment Limited on January 30, 2006, Zhongpin acquired Falcon Link Investment Limited. Falcon Link's subsidiary, Henan Zhongpin Food Share Co., Ltd., is principally engaged in the production and distribution of fresh and frozen pork, processed meat products and vegetables in twenty provinces in the People's Republic of China (PRC) and to select export markets. Henan Zhongpin Food Share Co. distributes its products in the PRC through major supermarkets including Lianhua Supermarket Group, Metro (China) Group, and Carrefour China and through retail stores that exclusively carry the company's "Zhongpin" brand pork products. Other major customers include Wal-Mart China, McDonald's and Tianjin Meat Processing Factory. Additional information about the share exchange transaction and Henan Zhongpin Food Share Co.'s business is available in Zhongpin's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2006. Forward-Looking Statements This press release contains certain statements that may include 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein are 'forward-looking statements.' These forward-looking statements are often identified by the use of terms and phrases such as 'expect,' 'estimate,' 'project,' 'plan,' 'believe,' 'achievable,' 'anticipate' and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements. KEYWORD: ASIA PACIFIC NORTH AMERICA NEW YORK UNITED STATES CHINA INDUSTRY KEYWORD: PROFESSIONAL SERVICES FINANCE RETAIL FOOD/BEVERAGE RESTAURANT ERGER/ACQUISITION SOURCE: Zhongpin Inc. CONTACT INFORMATION: DeHeng Chen Chan LLC, New York Xiaomin Chen, Esq., 212-608-6500 -----END PRIVACY-ENHANCED MESSAGE-----