-----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, UTXc5kr6Ve3btLBFJYOBOGNOhUiTY7h7k/yJGx5G6+oySPc+Mb2vZalhuB718plO ZxGt8FaQhi2bpaptmpnQHw== 0000950133-07-001968.txt : 20070430 0000950133-07-001968.hdr.sgml : 20070430 20070430161911 ACCESSION NUMBER: 0000950133-07-001968 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kang Jack CENTRAL INDEX KEY: 0001397105 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 626-568-9924 MAIL ADDRESS: STREET 1: 1233 ENCINO DRIVE CITY: PASADENA STATE: CA ZIP: 91108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Healthcare Acquisition Corp. CENTRAL INDEX KEY: 0001366922 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 205013347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82834 FILM NUMBER: 07800737 BUSINESS ADDRESS: STREET 1: 1233 ENCINO DRIVE CITY: PASADENA STATE: CA ZIP: 91108 BUSINESS PHONE: 626-569-9924 MAIL ADDRESS: STREET 1: 1233 ENCINO DRIVE CITY: PASADENA STATE: CA ZIP: 91108 SC 13D 1 w34184bsc13d.htm SCHEDULE 13D sc13d
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

CHINA HEALTHCARE ACQUISITION CORP.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
16939Q 10 4
(CUSIP Number)
WARRANTS
Exercisable by April 19, 2008
Expire on April 18, 2012
(Title of Class of Securities)
16939 Q 11 2
(CUSIP Number)
Jack Kang
Chairman of the Board
China Healthcare Acquisition Corp.
1233 Encino Drive
Pasadena, California 91108
(626) 568-9924
Copies to:
Elizabeth R. Hughes, Esq.
Venable LLP
8010 Towers Crescent Drive, Suite 300
Vienna, Virginia 22182
(703) 760-1600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 19, 2007
(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 NOs.
 
16939Q 10 4 and 16939Q 11 2 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS:

Jack Kang
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  People's Republic of China
       
  7   SOLE VOTING POWER:
     
NUMBER OF   Common Stock: 1,035,300
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   Common Stock: 1,035,300
Warrants: 3,000,000
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  Common Stock: 1,035,300
Warrants: 3,000,000
     
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):
   
  Common Stock: 9.7%
Warrants: 15%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

         
CUSIP NOs. 16939Q 10 4 and 16939Q 11 2
  13D   Page 3 of 6 Pages
Schedule 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer
This Schedule 13D (“Statement”) relates to the shares of common stock, par value $0.0001 per share (“Common Stock”) of China Healthcare Acquisition Corp., a Delaware corporation (the “Issuer”) and the warrants of the Issuer, expiring April 18, 2012 (the “Warrants”). The principal executive offices of the Issuer are located at 1233 Encino Drive, Pasadena, California 91108.
Item 2. Identity and Background
     (a) This Statement is being filed by Jack Kang as the beneficial owner of 1,035,300, or 9.7%, of the outstanding shares of Common Stock and 3,000,000, or 15%, of the outstanding Warrants.
     (b) Jack Kang’s business address is 1233 Encino Drive, Pasadena, California 91108.
     (c) Jack Kang is the Chairman of the Board of the Issuer and also Chief Executive Officer and Director of Searainbow Holding Corp. which is located at Floor 7, Wenhua Great Hotel Binhai Avenue Hai Kou, HAN, China 570105.
     (d) During the last five years, Jack Kang has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) During the last five years, Jack Kang has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future federal or state securities laws or finding any violation with respect to such laws.
     (f) Mr. Kang is a citizen of the People’s Republic of China.
Item 3. Source and Amount of Funds or Other Consideration
     Mr. Kang purchased the Common Stock and the Warrants with his personal funds.
Item 4. Purpose of Transaction
     The Common Stock was acquired by Mr. Kang for investment purposes, as a founder of the Issuer, in connection with the Issuer’s offering of shares to its founders prior to the Issuer’s initial public offering. The Warrants were acquired by Mr. Kang for investment purposes in a private placement prior to the Issuer’s initial public offering.
(a) Pursuant to a letter agreement (“Letter Agreement”) among Mr. Kang, the Issuer and Ferris, Baker Watts, Incorporated, representative to the several underwriters involved in the Issuer’s initial public offering (“Ferris, Baker Watts”), Mr. Kang has made an irrevocable order to purchase, or cause its affiliate to purchase, up to $8 million of the Issuer’s Common Stock in the open market, commencing on the later of (a) ten business days after the Issuer files a Current Report on Form 8-K announcing the execution of a definitive agreement for the Issuer’s initial business combination or (b) 60 calendar days after the end of the restricted period under Regulation M, and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be voted upon by the Issuer’s stockholders. Mr. Kang has agreed to vote all such shares of Common Stock purchased in the open market in favor of the Issuer’s initial business combination.

 


 

         
CUSIP NOS. 16939Q 10 4 and 16939Q 11 2
  13D   Page 4 of 6 Pages
     (b) None
     (c) None
     (d) Pursuant to the Registration Statement on Form S-1 (Registration Number 333-135705) that was effective as of April 19, 2007 with the Securities and Exchange Commission (the “Registration Statement”), the Issuer intends to engage, on a part time basis prior to the consummation of a business combination, an unaffiliated third party with prior experience in accounting for publicly-held companies to serve as its principal accounting officer. Additionally, as noted in the Registration Statement, the Issuer intends to replace Mr. Steven Wang, whom the board of directors of the Issuer has determined qualifies as an “audit committee financial expert” as defined under rules and regulations of the Securities and Exchange Commission, with an individual who also meets the financial expert requirements.
     (e) None
     (f) None
     (g) None
     (h) None
References to, and descriptions of, the Letter Agreement as set forth in this Item 4 are qualified in their entirety by reference to such Letter Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference in this Item 4.
Item 5. Interest in Securities of the Issuer
     (a) As of April 19, 2007, Mr. Kang is the beneficial owner of 1,035,300, or 9.7%, of the outstanding shares of Common Stock and 3,000,000, or 15%, of the outstanding Warrants.
     (b) Mr. Kang has the sole power to vote and dispose of the shares of Common Stock identified in paragraph (a) of this Item 5.
     (c) The following transaction was effected by Mr. Kang during the past sixty (60) days:
     Pursuant to a Letter Agreement among Mr. Kang, the Issuer and Ferris, Baker Watts, Mr. Kang has made an irrevocable order to purchase, or cause its affiliate to purchase, up to $8 million of the Issuer’s Common Stock in the open market, commencing on the later of (a) ten business days after the Issuer files a Current Report on Form 8-K announcing the execution of a definitive agreement for the Issuer’s initial business combination or (b) 60 calendar days after the end of the restricted period under Regulation M, and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be voted upon by the Issuer’s stockholders. Mr. Kang has agreed to vote all such shares of Common Stock purchased in the open market in favor of the Issuer’s initial business combination.

 


 

         
CUSIP NOs. 16939Q 10 4 and 16939Q 11 2
  13D   Page 5 of 6 Pages
     (d) Not applicable.
     (e) Not applicable.
References to, and descriptions of, the Letter Agreement as set forth in this Item 5 are qualified in their entirety by reference to such Letter Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference in this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     The shares of Common Stock and Warrants owned by Mr. Kang are subject to certain lock-up arrangements pursuant to a Letter Agreement, dated January 25, 2007, among Mr. Kang, the Issuer and Ferris, Baker Watts. First, Mr. Kang will not be able to sell the shares of his Common Stock or the Warrants until six (6) months after the Issuer consummates a business combination. Second, if the Issuer is unable to effect a business combination and liquidate, Mr. Kang has agreed to waive all rights to any distributions resulting from any such liquidation with respect to the shares of Common Stock and the Warrants reported in this Schedule 13D. Finally, if the Issuer solicits approval of its stockholders of a business combination, Mr. Kang will vote all shares of Common Stock acquired by him (i) prior to the initial public offering, (ii) in the initial public offering and (iii) in the aftermarket in accordance with a majority of the shares voted by the public shareholders in the initial public offering.
     In addition, pursuant to a Letter Agreement among Mr. Kang, the Issuer and Ferris, Baker Watts, Mr. Kang has made an irrevocable order to purchase, or cause its affiliate to purchase, up to $8 million of the Issuer’s Common Stock in the open market, commencing on the later of (a) ten business days after the Issuer files a Current Report on Form 8-K announcing the execution of a definitive agreement for the Issuer’s initial business combination or (b) 60 calendar days after the end of the restricted period under Regulation M, and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be voted upon by the Issuer’s stockholders. Mr. Kang has agreed to vote all such shares of Common Stock purchased in the open market in favor of the Issuer’s initial business combination.
References to, and descriptions of, each Letter Agreement as set forth in this Item 6 are qualified in their entirety by reference to each such Letter Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference in this Item 6.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits:
     
Exhibit 99.1:
  Letter Agreement among Jack Kang, the Issuer and Ferris, Baker Watts (incorporated by reference to Exhibit 10.1(a) of the Registration Statement).
 
   
Exhibit 99.2:
  Letter Agreement among Jack Kang, the Issuer and Ferris, Baker Watts (incorporate by reference to Exhibit 10.8 of the Registration Statement).

 


 

         
CUSIP NOs. 16939Q 10 4 and 16939Q 11 2
  13D   Page 6 of 6 Pages
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: April 26, 2007
         
 
  By:   /s/ Jack Kang
 
       
 
  Name: Jack Kang

 

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