-----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, DA0gERHQqzvXH0qmWM7AVoFKSCdu7CHy3ig5mXhwIFSq+Wx9cFWNgosLymx8X/1V CWgFxQtWKxyxzcz6BcsZtQ== 0001166134-10-000019.txt : 20100216 0001166134-10-000019.hdr.sgml : 20100215 20100216142354 ACCESSION NUMBER: 0001166134-10-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46672 FILM NUMBER: 10606360 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 13D 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 FORMER COMPANY: FORMER CONFORMED NAME: POPE ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20020128 SC 13D 1 fushi13d02122010.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* (Name of Issuer) Fushi Copperweld, Inc. (Title of Class of Securities) Common (CUSIP Number) 36113E107 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) David Hill Pope Asset Management, LLC 5100 Poplar Avenue Suite 805 Memphis TN 38137 901-763-4001 (Date of Event which Requires Filing of this Statement) 12/31/2009 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 36113E107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pope Asset Management LLC 62-1871308 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) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Tennessee USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 3,579,979* 8. Shared Voting Power 0 9. Sole Dispositive Power 3,579,979* 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,579,979* *The amount reported above includes aggregate of ownerhsip by Pope Asset Management, LLC, Pope Investments LLC, and Pope Investments II LLC. Pope Asset Management, LLC is the investment adviser for Pope Investments LLC and Pope Investments II LLC. Pope Investments LLC owns 770,000 shares of Fushi Copperweld, Inc. Pope Investments II LLC owns 605,2040 shares of Fushi Copperweld, Inc. Pope Asset Management owns 2,204,775 shares of Fushi Copperweld, Inc. Therefore, Pope Asset Management, LLC, as investment advisor to Pope Investments LLC and Pope Investments II could be deemed to be beneficial owners of 3,579,979 shares of Fushi Copperweld, Inc. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 12.63% 14. Type of Reporting Person (See Instructions) IA 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pope Investments LLC 20-3955985 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) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware, USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 770,000 8. Shared Voting Power 770,000 9. Sole Dispositive Power 770,000 10. Shared Dispositive Power 770,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 770,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 2.72% 14. Type of Reporting Person (See Instructions) 00 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pope Investments II LLC 20-0281944 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) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware, USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 605,204 8. Shared Voting Power 605,204 9. Sole Dispositive Power 605,204 10. Shared Dispositive Power 605,204 11. Aggregate Amount Beneficially Owned by Each Reporting Person 605,204 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 2.14% 14. Type of Reporting Person (See Instructions) 00 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William P. Wells 426961338 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) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Tennessee USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 3,579,979* 8. Shared Voting Power 0 9. Sole Dispositive Power 3,579,979* 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,579,979* *The amount reported above includes aggregate of ownerhsip by Pope Asset Management, LLC, Pope Investments LLC, and Pope Investments II LLC. Pope Asset Management, LLC is the investment adviser for Pope Investments LLC and Pope Investments II LLC. Pope Investments LLC owns 770,000 shares of Fushi Copperweld, Inc. Pope Investments II LLC owns 605,2040 shares of Fushi Copperweld, Inc. Pope Asset Management owns 2,204,775 shares of Fushi Copperweld, Inc. William P. Wells is Chief Manager of Pope Asset Management, LLC. Therefore, William P. Wells as Chief Manager of Pope Asset Management, LLC, and as investment advisor to Pope Investments LLC and Pope Investments II could be deemed to be beneficial owners of 3,579,979 shares of Fushi Copperweld, Inc. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 12.63% 14. Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer Common shares of Fushi Copperweld, Inc. whose principal address is 1 SHUANG QIANG ROAD, JINZHOU DALIAN, CHINA 116100 Item 2. Identity and Background (a) This 13-D Form is filed by and on behalf of: (i) Pope Asset Management, LLC, a Tennessee limited liability company ("Pope Asset"), (ii) Pope Investments LLC, a Delaware limited liability company ("Pope Investments"); (iii) Pope Investments II LLC ("Pope 2"), and (iv) William P. Wells ("Mr. Wells"). Pope Asset is a registered investment adviser and serves as an investment adviser and/or manager to various persons, including Pope Investments and Pope 2. Pope Asset is the sole manager for Pope Investments and Pope 2 and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope Investments and Pope 2. The securities of the issuer reported in this statement were purchased at various times by Pope Asset, in its capacity as the sole managerof Pope Investments and Pope 2, for the account of and in the name of Pope Investments and Pope 2. 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 and Pope 2. 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 Asset, Pope Investments, and Pope 2. Pope Asset, Pope Investments, Pope 2, and Mr. Wells each 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 Pope Asset, Pope Investments, Pope 2, and Mr. Wells 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 Pope Asset, Pope Investments, Pope 2, and Mr. Wells 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 tothe issuer or any securities of the issuer. Pope Investments, Pope 2, 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 13D jointly in accordance with the provisions of Rule 13d-1(k) of the Act. (b) 5100 Poplar Avenue, Suite 805, Memphis, TN 38137 (c) See Item 2a above. (d) not applicable (e) not applicable (f) Citizenship. Pope Asset is a Tennessee limited liability company. Pope Investments is a Delaware limited liability company. Pope 2 is a Delaware limited liability company. Mr. Wells is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration The source of all funds invested in Fushi Copperweld, Inc. were funds from clients of Pope Asset, Pope Investments and Pope 2. The initial transaction in securities of the issuer consisted of the Common Stock and Warrants to purchase stock of Fushi International, Inc. (subsequently renamed to Fushi Copperweld, Inc., post acquisition). The parties to the initial transaction included: Vision Opportunity China, L.P., Whitebox Intermarket Parnters, LP., Straus Partners LP, Straus-GEPT Partners LP, Professional Offshore Opportunity Fund, Ltd., John Peter Selda, Paul Masters IRA, Jason Pettigrew, Hua-Mei 21st Century Partners, LP, Investment Hunter, LLC, Jayhawk Private Equity Co-Invest Fund, LP, Jayhawk Private Equity Fund, LP, George Loxsom, Guerilla Partners, LP, and Heller Capital Investments, LLC (collectively, the "Buyers" and each a "Buyer"). No part of the purchase price paid by Pope Investments, Pope II, and Pope Asset with respect to the transactions noted above is represented by funds or other consideration borrowed or otherwise obtained for purpose of acquiring, holding, trading or voting the securities. The amount of funds invested by Pope Investments, Pope II, and Pope Asset were acquired by a series of transactions from November 2005 to December 2009. The source of all additional funds invested in Fushi Copperweld, Inc. were funds from Pope Investments, Pope II and Pope Asset. No part of the purchase price paid by Pope Investments, Pope II, and Pope Asset for the additional securities of the issuer is represented by funds or other consideration borrowed or otherwise obtained for purpose of acquiring, holding, trading or voting the securities. Item 4. Purpose of Transaction The purpose of all of the acquisition of securities of the issuer was and remains to be for investment purposes only. Describe any plans or proposals which the reporting persons may have which relate to or would result in: (a) The Reporting Persons currently have no plan or intent to acquire additional securities of the issuer, but may do so. The Reporting Persons have no current intent to sell securities of the issuer, but may do so. (b) Not Applicable. (c) Not Applicable (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g) Not Applicable. (h) Not Applicable. (i) Not Applicable. (j) The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies, including without limitation, the issuer. From time to time one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Person may suggest or take a position or offer advice with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of this Item 4, including without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the issuers capitalization or dividend policy. Except as set forth above in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in this Item 4. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, Pope Investments beneficially owns 770,000 shares of the issuer's common stock. stock. Therefore, Pope Investments may be deemed to beneficially own approximately 2.72% of the issuer's outstanding common stock. The calculation of the foregoing percentage is on the basis of 28,343,716 shares of the issuer's common stock outstanding as disclosed in the issuer's Form 10-Q for the quarter ended September 30, 2009. Pope Asset, as the manager of Pope Investments, may also be deemed to beneficially own the above described securities of the issuer owned by Pope Investments. Pope II owns (i) 605,204 shares of the issuer's common stock. Therefore, Pope Investments II may be deemed to beneficially own approximately 2.14% of the issuer's outstanding common stock. The calculation of the foregoing percentage is on the basis of 28,343,716 shares of the issuer's common stock outstanding as disclosed in the issuer's Form 10-Q for the quarter ended September 30, 2009. Pope Asset, as the manager of Pope Investments II, may also be deemed to beneficially own the above described securities of the issuer owned by Pope Investments II. Pope Asset beneficially owns 3,579,979 shares or about 12.63%, of the issuer's common stock. The calculation of the foregoing percentage is on the basis of 28,343,716 shares of the issuer's common stock outstanding as disclosed in the issuer's Form 10-Q for the quarter ended September 30, 2009. Pope Asset, as the manager of Pope Investments and Pope II, may also be deemed to beneficially own the above described securities of the issuer owned by Pope Investments and Pope II. Mr. Wells, as the manager of Pope Asset, may also be deemed to beneficially own the above-described securities of the issuer beneficially owned by Pope Asset.The foregoing should not be construed in and of itself as an admission by Pope Asset or Mr. Wells as to the beneficial ownership of securities of the issuer held by Pope Investments. (b) Pope Investments may be deemed to hold shared power to vote and to dispose of the 770,000 shares of common stock described in (a) above. Pope Investments II may be deemed to hold shared power to vote and to dispose of the 605,204 shares of common stock described in (a) above. Pope Asset and Mr. Wells may be deemed to hold shared power to vote and to dispose of the 3,579,979 shares of the issuer's common stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Pope Asset or Mr. Wells as to the beneficial ownership of the securities of the issuer held by Pope Investments and Pope II (c) (i) Buys: Pope Asset Management November 23, 2009 5,000 shares 8.25; Pope Asset Management December 23, 2009 13,600 shares 8.90; Pope Asset Management December 24, 2009 6,600 shares 8.93; Pope Asset Management December 28, 2009 2,600 shares 8.93; (ii) Sells: Pope Asset Management November 2, 2009 48 shares 6.49; Pope Asset Management November 2, 2009 802 shares 6.49; Pope Asset Management December 2, 2009 60 shares 8.29; Pope Asset Management December 2, 2009 2,256 shares 8.29; Pope Asset Management December 2, 2009 4,510 shares 8.29; Pope Asset Management December 29, 2009 4,400 shares 8.96; (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from,or proceeds from the sale of, the shares of issuer's common stock reported in this statement. (e) Not Applicable. Pope Asset and Mr. Wells do not directly own any shares of the issuer's Common Stock. Pope Asset is the sole Manager of Pope Investments. Mr. Wells is the Manager of Pope Asset. 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 may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope Investments. Each of the reporting persons 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. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits Exhibit "A": Joint filing Agreement, dated as of February 12, 2010, by and among Pope Investments, Pope Investments II, Pope Asset, and Mr. Wells. 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. Date February 16, 2010 JOINT FILING AGREEMENT This will conform the agreement by and among the undersigned that the Schedule 13D 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, $.001 par value, of China Sky One Medical, 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 16, 2010 POPE INVESTMENTS LLC By:Pope Investments LLC /s/ William P. Wells By:Pope Asset Management, LLC, /s/William P. Wells, Manager By:WILIAM P. WELLS /s/William P. Wells Signature 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. -----END PRIVACY-ENHANCED MESSAGE-----