-----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, Jy7CxLYXJiWhwZz2kkpKpNPvl+5WybykhzsLYnWJehXG7ay90D14cdiBBvdFIb0H 2MnM8vZwPuC2f5BSWEKztA== 0001104659-05-038355.txt : 20050811 0001104659-05-038355.hdr.sgml : 20050811 20050810173146 ACCESSION NUMBER: 0001104659-05-038355 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINAMERICA FUND L P CENTRAL INDEX KEY: 0001283948 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2909 ST ANDREWS DR CITY: RICHARDSON STATE: TX ZIP: 75082 BUSINESS PHONE: 44 0 1656-641400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA AGRITECH INC CENTRAL INDEX KEY: 0001166389 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 752955368 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79870 FILM NUMBER: 051014471 BUSINESS ADDRESS: STREET 1: ROOM 511, 5/F, WING ON PLAZA STREET 2: 62 MODY ROAD, TSIM SHA TSUI CITY: KOWLOON STATE: K3 ZIP: XXXXX BUSINESS PHONE: 85265551799 MAIL ADDRESS: STREET 1: ROOM 511, 5/F, WING ON PLAZA STREET 2: 62 MODY ROAD, TSIM SHA TSUI CITY: KOWLOON STATE: K3 ZIP: XXXXX FORMER COMPANY: FORMER CONFORMED NAME: BASIC EMPIRE CORP DATE OF NAME CHANGE: 20020201 SC 13D 1 a05-14325_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

CHINA AGRITECH, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

069851201

(CUSIP Number)

 

Chang Yu

Chief Executive Officer

Room 511, 5/F

Wing On Plaza

62 Mody Road

Tsim Sha Tsui, Kowloon K3

82565551799

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 22, 2005

(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. o

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.   069851201

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Chinamerica Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas, USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
773,417

 

8.

Shared Voting Power 
- 0 -

 

9.

Sole Dispositive Power 
773,417

 

10.

Shared Dispositive Power 
- 0 -

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
773,417

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
5.48%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 



 

SCHEDULE 13D

Filed Pursuant to Rule 13d-5

 

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to common stock, $0.01 par value per share (the “Common Stock”), of CHINA AGRITECH, INC., a Delaware corporation (“Issuer”).  The principal executive offices of the Issuer are located at Room 511, 5/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon K3. 

The aggregate number of shares beneficially owned by the members of the Group identified in this filing is 773,417 or 5.48% of the common stock shown as outstanding on the issuer’s most recent SB-2.

Item 2.

Identity and Background

REPORTING ENTITY

This Statement is filed by Chinamerica Fund, L.P.  Chinamerica Fund, L.P. is a Texas limited partnership (“Reporting Entity”).  The principal business of the Reporting Entity is the purchase, sale, exchange, acquisition and holding of investment securities.  The principal address of the Reporting Entity, which also serves as its principal office, is 2909 St. Andrews Drive, Richardson, Texas 75082.

During the past five years, the Reporting Entity: (i) has not been convicted in a criminal proceeding; or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The funds were derived from investments in the Reporting Entity made by its partners, which constituted the capital of the reporting entity.

Item 4.

Purpose of Transaction

The shares of the Issuer were acquired for investment.

The Reporting Entity may in the future determine to:  (i) acquire additional securities of the Issuer through open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of the Issuer owned by it, or (iii) consider plans or proposals which would relate to or result in:  (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a material amount of assets of the Issuer or

 



 

any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments; (h) any other action whether or not similar to those enumerated above.  The Reporting Entity reserves the right to take actions to influence the management of the Issuer should it deem such actions appropriate.

Item 5.

Interest in Securities of the Issuer

The Reporting Entity owns 773,417 shares of common stock of the Issuer representing 5.48% of the outstanding common stock.  The Reporting Entity has sole voting and dispositive power over the subject securities.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to purchase agreements dated February 2, 2005 and June 14, 2005, the Reporting Entity acquired 773,417 shares of common stock of the Issuer for a purchase price of $1.48 per share, which amounts (and shares) were held in escrow until July, 2005.

Item 7.

Material to Be Filed as Exhibits

None.

After reasonable inquiry, and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Date:  August 4, 2005 

 

 

 

CHINAMERICA FUND, L.P.

 

 

 

 

 

By:

Chinamerica Partners, L.P.

 

 

its general partner

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

Beau Johnson

 

 

 

General Partner

 


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