0001171843-12-001031.txt : 20120326 0001171843-12-001031.hdr.sgml : 20120326 20120326172602 ACCESSION NUMBER: 0001171843-12-001031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120326 DATE AS OF CHANGE: 20120326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Shengkai Innovations, Inc. CENTRAL INDEX KEY: 0001327364 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 113737500 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83847 FILM NUMBER: 12715264 BUSINESS ADDRESS: STREET 1: NO. 106 ZHONGHUAN SOUTH ROAD STREET 2: AIRPORT INDUSTRIAL PARK CITY: TIANJIN, STATE: F4 ZIP: 300350 BUSINESS PHONE: (8622) 5883-8509 MAIL ADDRESS: STREET 1: NO. 106 ZHONGHUAN SOUTH ROAD STREET 2: AIRPORT INDUSTRIAL PARK CITY: TIANJIN, STATE: F4 ZIP: 300350 FORMER COMPANY: FORMER CONFORMED NAME: Southern Sauce Company, Inc. DATE OF NAME CHANGE: 20050517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONG SUNNY LTD CENTRAL INDEX KEY: 0001436016 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SOUTHERN SAUCE COMPANY INC STREET 2: SHENGKAI INDUSTRIAL PARK, WANG GANG ROAD CITY: SHUANG GANG, TIANJIN STATE: F4 ZIP: 300350 BUSINESS PHONE: 86 22 2859 00003 MAIL ADDRESS: STREET 1: SOUTHERN SAUCE COMPANY INC STREET 2: SHENGKAI INDUSTRIAL PARK, WANG GANG ROAD CITY: SHUANG GANG, TIANJIN STATE: F4 ZIP: 300350 SC 13D/A 1 sc13da_032612.htm SCHEDULE 13D/A sc13da_032612.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
   
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
  
 
 
Shengkai Innovations, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
82321P203
(CUSIP Number)
 
Wang Chen
No.106 Zhonghuan South Road, Airport Industrial Park
Tianjin, People's Republic of China 300308
Tel: (86) 22-5883 8509
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 16, 2012
(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. [  ]

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. 82321P203
 
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Long Sunny Limited
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)      
(b) 
3. SEC Use Only      
4. Source of Funds (See Instructions) N/A
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      
6. Citizenship or Place of Organization British Virgin Island
 
Number of
Shares Beneficially
Owned by Each
Reporting
Person With
7. Sole Voting Power 8,225,219
8. Shared Voting Power 0
9. Sole Dispositive Power 8,225,219
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,225,219
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)      
13. Percent of Class Represented by Amount in Row (11) 49.44%
14. Type of Reporting Person (See Instructions)
CO, HC

This Amendment No. 2 relates to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on behalf of Long Sunny Limited, a British Virgin Islands corporation (“Long Sunny”), on June 23, 2008 (the “Schedule 13D”),  relating to the common stock, $0.001 par value per share (the “Common Stock”), of Shengkai Innovations, Inc., a Florida corporation (“Shengkai” or the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on March 12, 2012.The information set forth in the Schedule 13D and Amendment No. 1 to the Schedule 13D is amended by this Amendment No. 2 only as specifically stated. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5(a), (b) and (d) of Amendment No. 1 to the Schedule 13D are hereby replaced in their entirety with the following:

(a)      As of March 23, 2012, the Reporting Person beneficially owned 8,225,219 shares of the Issuer's Common Stock, which represents approximately 49.44% of the Issuer's Common Stock, based on 16,638,307 shares of Common Stock issued and outstanding as of March 23, 2012.

In determining the Reporting Person’s beneficial ownership of the Issuer’s Common Stock as of a given date, the number of shares shown includes shares of Common Stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. Specifically, to calculate the percent of Common Stock owned by the Reporting Person as of March 23, 2012, (a) the numerator is the number of shares of Common Stock beneficially owned, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of Common Stock outstanding on March 23, 2012, and (ii) the total number of shares that the Reporting Person may acquire upon conversion of the preferred and on exercise of the warrants and options within 60 days.

 
 
 
(b)      The Reporting Person is deemed to hold the sole voting and dispositive power over 8,225,219 shares of Common Stock of the Issuer as issued to the Reporting Person.

(d)      To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 8,225,219 shares of Common Stock reported in Item 5(a).
 
 

 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:  March 26, 2012
 

 
 
Long Sunny Limited
  
     
 
By:
/s/ Wang Chen
  
   
Name: Wang Chen
  
   
Title: Chief Executive Officer