SEC Company Response from CBAK Energy Technology, Inc. (CBAT) (CIK 0001117171) (CBAT) — Jun 23, 2005
CBAK Energy Technology, Inc. (CBAT) (CIK 0001117171)
Date: June 23, 2005 · CIK: 0001117171 · Accession: 0001010549-05-000458
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM SB - 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 1)
CHINA BAK BATTERY, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Nevada 88-0442833 (State or other jurisdiction (IRS Employer incorporation or of organization) identification No.) (Primary Standard Industrial Classification Code Number)
BAK Industrial Park, No. 1 BAK Street Kuichong Town, Longgang District Shenzhen People's Republic Of China Ph: (86-755) 8977-0093 -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Nevada Agency and Trust Company 50 West Liberty Street, Suite 880 Reno, Nevada 89501 Ph: (775) 322-5623 -------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service)
With copy to: George L. Diamond Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202 Ph: (214) 953-6000 Facsimile: (214) 953-5822
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.[X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] <TABLE> <CAPTION>
CALCULATION OF REGISTRATION FEE Title of each Class Proposed Maximum Proposed Amount of of Securities Amount to be Offering Price Maximum Aggregate Registration to be registered Registered per share (1) Offering Price Fee ---------------- ------------- ---------------- ----------------- ------------ <S> <C> <C> <C> <C> Common Stock 9,934,762 $3.71 $36,857,967 $4,338.18(1) </TABLE> ------------------------------------- (1) Amount previously paid.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION DATED JUNE 21, 2005
9,934,762 Shares
CHINA BAK BATTERY, INC.
Common Stock
-----------------------
This is an offering of 9,934,762 shares of common stock by the selling stockholders. The shares are being registered to permit public secondary trading of the shares that are being offered by the selling stockholders named in this prospectus. We will not receive any of the proceeds from the sale of the shares.
The selling stockholders may, but are not obligated to, offer all or part of their shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.
Our common stock is currently quoted on the NASD's Over-the-Counter Bulletin Board under the symbol "CBBT.OB." On June 21, 2005, the last reported sales price on our common stock was $8.00 per share.
Investing in our common stock involves risks. See "Risk Factors" beginning on page 4 to read about factors you should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is _______________.
----------------------------------
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this document or any other document to which we refer you. Neither we nor the selling stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling stockholders are making an offer to sell these securities in a jurisdiction where the offer or sale is not permitted. The information contained in this document is current only as of its date, regardless of the time of delivery of this prospectus or of any sales of shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................1
THE OFFERING...................................................................3
RISK FACTORS...................................................................4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................12
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND DIVIDEND POLICY....12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION.....................14
BUSINESS......................................................................27
DIRECTORS AND EXECUTIVE OFFICERS..............................................33
PRINCIPAL STOCKHOLDERS........................................................36
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........................37
DESCRIPTION OF OUR CAPITAL STOCK..............................................37
SELLING STOCKHOLDERS..........................................................38
SHARES ELIGIBLE FOR FUTURE SALE...............................................43
PLAN OF DISTRIBUTION..........................................................43
INDEPENDENT PUBLIC ACCOUNTANTS................................................44
LEGAL MATTERS.................................................................44
EXPERTS.......................................................................44
INTERESTS OF NAMED EXPERTS AND COUNSEL........................................45
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES............................................................45
WHERE YOU CAN FIND MORE INFORMATION...........................................45
i <PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information about us and the offering that is contained elsewhere in this prospectus. You should read the entire prospectus before making an investment decision, especially the information presented under the heading "Risk Factors" on page 4 and the financial statements and related notes included elsewhere in this prospectus, as well as the other documents to which we refer you. Except as otherwise indicated by the context, references in this prospectus to "we," "us," or "our" are to the combined business of China BAK Battery, Inc. ("CBBI") and its wholly-owned direct subsidiary, BAK International, Ltd. ("BAK International") and its wholly-owned subsidiary, Shenzhen BAK Battery Co., Ltd. ("BAK Battery"), and in each case do not include the selling stockholders. References to "China" or to the "PRC" are references to the People's Republic of China.
CHINA BAK BATTERY, INC.
Our Business
China BAK Battery, Inc. is a holding company whose China-based subsidiaries, BAK International and BAK Battery, are focused on the manufacture, commercialization and distribution of a wide variety of standard and customized lithium ion rechargeable batteries for use in a wide array of applications. We also have internal research and development facilities engaged primarily in furthering lithium ion related technologies. We believe that our technologies allow us to offer batteries that are flexibly configured, lightweight and generally achieve longer operating time than many competing batteries currently available. We have focused on manufacturing a family of replacement lithium batteries for mobile phones. We also supply rechargeable lithium ion batteries for use in various other portable electronic applications, including high-power handset telephones, laptop computers, digital cameras, video camcorders, MP3 players and general industrial applications. Although we have developed a marketable prototype of our lithium polymer battery, we are continuing our research and development efforts related to this line of products. Given the current progress of these efforts, we are as yet unable to determine when we will begin to offer lithium polymer batteries to the marketplace.
We manufacture three types of batteries: steel cell, aluminum cell and cylindrical cell. We deliver our products to packing plants operated by third parties where the bare cells are packed in accordance with specifications established by certain manufacturers of mobile phones and other electronic products. We operate sales and service branches in six principal coastal cities and Beijing in the PRC. The majority of our income is generated from the sale of steel cells. However, we believe there is growth potential for aluminum and cylindrical cells because of their wide applications. Our current growth strategy includes entering into the original equipment manufacture ("OEM") battery market for top mobile phone brands and portable electronic applications worldwide. We have developed a program for producing high power lithium ion battery cells which may allow us inroads into additional battery markets such as those for power tools. We have begun marketing our high power lithium ion battery cells; however, we have not yet received any revenues from the sale of this product.
Our recent business activities include:
o In June 2002 we began operations with initial monthly output of approximately 220,000 units.
o We received government authorization in October 2002 to establish a Postdoctoral Workstation, the establishment of which serves as recognition by the PRC government of the strong capabilities of our in-house research team. With our research and development facilities we are focusing our research efforts on liquid lithium ion batteries, high power lithium ion batteries, solid-polymer lithium ion batteries, and cylindrical and rectangular lithium ion batteries.
o In March 2003 our steel case battery plant started operations with monthly output reaching approximately 2.4 million units. Our current monthly output of steel case batteries is approximately 7.7 million units.
o In September 2003 we were granted International Organization for Standardization 14001: 1996, an environmental management system
<PAGE>
certification, as well as International Organization for Standardization 9001: 2000, a quality management system certification, by Beijing Zhonjing Quality Certification Co., Ltd, an independent third party which issues such standardization certifications.
o As of April 2005, our total monthly capacity for all battery types was approximately 15.0 million units and our total monthly output for all battery types was approximately 11.8 million units. Our ability to grow our manufacturing capacity is primarily due to the development and expansion of semi-automated manufacturing lines requiring less labor efforts when compared to previous more labor intensive manufacturing processes. Following the completion of our new steel case cell production facility located in Shenzhen, PRC in May 2005, we expect our total monthly capacity for all battery types to rise to 24.2 million units and our total monthly output for all battery types to increase to 21.6 million units by September 2005.
o As of September 2004, we established a sales and service network to cover six principal coastal cities and Beijing in the PRC.
o We believe we will be able to increase our manufacturing capacity of steel cell batteries from approximately 350,000 batteries per day to approximately 650,000 batteries per day by September 2005 as a result of the completion of our new steel case cell production facility located in Shenzhen, PRC in May 2005
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB - 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Amendment No. 1)
CHINA BAK BATTERY, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0442833
(State or other jurisdiction (IRS Employer incorporation or
of organization) identification No.)
3692
(Primary Standard Industrial
Classification Code Number)
BAK Industrial Park, No. 1 BAK Street
Kuichong Town, Longgang District
Shenzhen
People's Republic Of China
Ph: (86-755) 8977-0093
--------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Ph: (775) 322-5623
--------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
George L. Diamond
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
Ph: (214) 953-6000
Facsimile: (214) 953-5822
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box.[X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each
Class Proposed Maximum Proposed Amount of
of Securities Amount to be Offering Price Maximum Aggregate Registration
to be registered Registered per share (1) Offering Price Fee
---------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock 9,934,762 $3.71 $36,857,967 $4,338.18(1)
</TABLE>
-------------------------------------
(1) Amount previously paid.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION DATED JUNE 21, 2005
9,934,762 Shares
CHINA BAK BATTERY, INC.
Common Stock
-----------------------
This is an offering of 9,934,762 shares of common stock by the selling
stockholders. The shares are being registered to permit public secondary trading
of the shares that are being offered by the selling stockholders named in this
prospectus. We will not receive any of the proceeds from the sale of the shares.
The selling stockholders may, but are not obligated to, offer all or
part of their shares for resale from time to time through public or private
transactions, at either prevailing market prices or at privately negotiated
prices.
Our common stock is currently quoted on the NASD's Over-the-Counter
Bulletin Board under the symbol "CBBT.OB." On June 21, 2005, the last reported
sales price on our common stock was $8.00 per share.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 4 to read about factors you should consider before buying
shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _______________.
----------------------------------
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this document or
any other document to which we refer you. Neither we nor the selling
stockholders have authorized anyone to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. Neither we nor the selling stockholders are making an offer to
sell these securities in a jurisdiction where the offer or sale is not
permitted. The information contained in this document is current only as of its
date, regardless of the time of delivery of this prospectus or of any sales of
shares of common stock. Our business, financial condition, results of operations
and prospects may have changed since that date.
The information in this prospectus is not complete and may be changed.
The selling stockholders may not sell the securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................1
THE OFFERING...................................................................3
RISK FACTORS...................................................................4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................12
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND DIVIDEND POLICY....12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION.....................14
BUSINESS......................................................................27
DIRECTORS AND EXECUTIVE OFFICERS..............................................33
PRINCIPAL STOCKHOLDERS........................................................36
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........................37
DESCRIPTION OF OUR CAPITAL STOCK..............................................37
SELLING STOCKHOLDERS..........................................................38
SHARES ELIGIBLE FOR FUTURE SALE...............................................43
PLAN OF DISTRIBUTION..........................................................43
INDEPENDENT PUBLIC ACCOUNTANTS................................................44
LEGAL MATTERS.................................................................44
EXPERTS.......................................................................44
INTERESTS OF NAMED EXPERTS AND COUNSEL........................................45
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES............................................................45
WHERE YOU CAN FIND MORE INFORMATION...........................................45
i
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information about us and the offering
that is contained elsewhere in this prospectus. You should read the entire
prospectus before making an investment decision, especially the information
presented under the heading "Risk Factors" on page 4 and the financial
statements and related notes included elsewhere in this prospectus, as well as
the other documents to which we refer you. Except as otherwise indicated by the
context, references in this prospectus to "we," "us," or "our" are to the
combined business of China BAK Battery, Inc. ("CBBI") and its wholly-owned
direct subsidiary, BAK International, Ltd. ("BAK International") and its
wholly-owned subsidiary, Shenzhen BAK Battery Co., Ltd. ("BAK Battery"), and in
each case do not include the selling stockholders. References to "China" or to
the "PRC" are references to the People's Republic of China.
CHINA BAK BATTERY, INC.
Our Business
China BAK Battery, Inc. is a holding company whose China-based
subsidiaries, BAK International and BAK Battery, are focused on the manufacture,
commercialization and distribution of a wide variety of standard and customized
lithium ion rechargeable batteries for use in a wide array of applications. We
also have internal research and development facilities engaged primarily in
furthering lithium ion related technologies. We believe that our technologies
allow us to offer batteries that are flexibly configured, lightweight and
generally achieve longer operating time than many competing batteries currently
available. We have focused on manufacturing a family of replacement lithium
batteries for mobile phones. We also supply rechargeable lithium ion batteries
for use in various other portable electronic applications, including high-power
handset telephones, laptop computers, digital cameras, video camcorders, MP3
players and general industrial applications. Although we have developed a
marketable prototype of our lithium polymer battery, we are continuing our
research and development efforts related to this line of products. Given the
current progress of these efforts, we are as yet unable to determine when we
will begin to offer lithium polymer batteries to the marketplace.
We manufacture three types of batteries: steel cell, aluminum cell and
cylindrical cell. We deliver our products to packing plants operated by third
parties where the bare cells are packed in accordance with specifications
established by certain manufacturers of mobile phones and other electronic
products. We operate sales and service branches in six principal coastal cities
and Beijing in the PRC. The majority of our income is generated from the sale of
steel cells. However, we believe there is growth potential for aluminum and
cylindrical cells because of their wide applications. Our current growth
strategy includes entering into the original equipment manufacture ("OEM")
battery market for top mobile phone brands and portable electronic applications
worldwide. We have developed a program for producing high power lithium ion
battery cells which may allow us inroads into additional battery markets such as
those for power tools. We have begun marketing our high power lithium ion
battery cells; however, we have not yet received any revenues from the sale of
this product.
Our recent business activities include:
o In June 2002 we began operations with initial monthly output of
approximately 220,000 units.
o We received government authorization in October 2002 to establish a
Postdoctoral Workstation, the establishment of which serves as
recognition by the PRC government of the strong capabilities of our
in-house research team. With our research and development facilities we
are focusing our research efforts on liquid lithium ion batteries, high
power lithium ion batteries, solid-polymer lithium ion batteries, and
cylindrical and rectangular lithium ion batteries.
o In March 2003 our steel case battery plant started operations with
monthly output reaching approximately 2.4 million units. Our current
monthly output of steel case batteries is approximately 7.7 million
units.
o In September 2003 we were granted International Organization for
Standardization 14001: 1996, an environmental management system
1
<PAGE>
certification, as well as International Organization for
Standardization 9001: 2000, a quality management system certification,
by Beijing Zhonjing Quality Certification Co., Ltd, an independent
third party which issues such standardization certifications.
o As of April 2005, our total monthly capacity for all battery types was
approximately 15.0 million units and our total monthly output for all
battery types was approximately 11.8 million units. Our ability to grow
our manufacturing capacity is primarily due to the development and
expansion of semi-automated manufacturing lines requiring less labor
efforts when compared to previous more labor intensive manufacturing
processes. Following the completion of our new steel case cell
production facility located in Shenzhen, PRC in May 2005, we expect our
total monthly capacity for all battery types to rise to 24.2 million
units and our total monthly output for all battery types to increase to
21.6 million units by September 2005.
o As of September 2004, we established a sales and service network to
cover six principal coastal cities and Beijing in the PRC.
o We believe we will be able to increase our manufacturing capacity of
steel cell batteries from approximately 350,000 batteries per day to
approximately 650,000 batteries per day by September 2005 as a result
of the completion of our new steel case cell production facility
located in Shenzhen, PRC in May 2005