-----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, QS7DAY//xnD1nygJ1/RMlsaL9Bu8PIHRvsf+jBon1Hox3CsN4+JkDH3LK0BRImSP pIo7jH8uInDFz2GN6EsISw== 0001144204-10-008427.txt : 20100217 0001144204-10-008427.hdr.sgml : 20100217 20100216173825 ACCESSION NUMBER: 0001144204-10-008427 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION OPPORTUNITY CHINA FUND LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA GP LIMITED GROUP MEMBERS: VISION OPPORTUNITY CHINA LP 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83847 FILM NUMBER: 10610166 BUSINESS ADDRESS: STREET 1: NO. 27, WANG GANG ROAD,JIN NAN (SHUANG G STREET 2: ECONOMIC & DEVELOPMENT AREA CITY: TIANJIN, STATE: F4 ZIP: 300350 BUSINESS PHONE: (86) 22-2858-8899 MAIL ADDRESS: STREET 1: NO. 27, WANG GANG ROAD,JIN NAN (SHUANG G STREET 2: ECONOMIC & DEVELOPMENT AREA 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: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 v174689_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Shengkai Innovations, Inc.
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

82321P104
(CUSIP Number)
 
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 
Page 1of 10

 

CUSIP No. 82321P104

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Adam Benowitz

2.
Check the Appropriate Box if a Member of a Group (See Instructions)

 
(a)
¨
 
(b)
¨

3.
SEC Use Only

4.
Citizenship or Place of Organization

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
2,407,700
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
2,407,700

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,407,700

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.
Percent of Class Represented by Amount in Row (9)

9.9%

12.
Type of Reporting Person (See Instructions)

IN

 
Page 2of 10

 

CUSIP No. 82321P104

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Vision Capital Advisors, LLC

2.
Check the Appropriate Box if a Member of a Group (See Instructions)

 
(a)
¨
 
(b)
¨

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
2,407,700
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
2,407,700

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,407,700

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.
Percent of Class Represented by Amount in Row (9)

9.9%

12.
Type of Reporting Person (See Instructions)

IA

 
Page 3of 10

 

CUSIP No. 82321P104

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

 
Vision Opportunity China Fund Limited

2.
Check the Appropriate Box if a Member of a Group (See Instructions)

 
(a)
¨
 
(b) 
¨

3.
SEC Use Only

4.
Citizenship or Place of Organization

Guernsey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
2,407,700
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
2,407,700

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,407,700

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.
Percent of Class Represented by Amount in Row (9)

9.9%

12.
Type of Reporting Person (See Instructions)

CO

 
Page 4of 10

 

CUSIP No. 82321P104

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Vision Opportunity China LP

2.
Check the Appropriate Box if a Member of a Group (See Instructions)

 
(a)
¨
 
(b)
¨

3.
SEC Use Only

4.
Citizenship or Place of Organization

Guernsey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
2,407,700
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
2,407,700

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,407,700

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.
Percent of Class Represented by Amount in Row (9)

9.9%

12.
Type of Reporting Person (See Instructions)

PN

 
Page 5of 10

 

CUSIP No. 82321P104

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Vision Opportunity China GP Limited

2.
Check the Appropriate Box if a Member of a Group (See Instructions)

 
(a)
¨
 
(b)
¨

3.
SEC Use Only

4.
Citizenship or Place of Organization

Guernsey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
2,407,700
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
2,407,700

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,407,700

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.
Percent of Class Represented by Amount in Row (9)

9.9%

12.
Type of Reporting Person (See Instructions)

CO

 
Page 6of 10

 

Item 1.

(a)
The name of the issuer is Shengkai Innovations, Inc. (the “Issuer”).

(b)
The principal executive offices of the Issuer are located at No. 27, Wang Gang Road, Jin Nan (Shuang Gang) Economic and Technology Development Area, Tianjin, People’s Republic of China.

Item 2.

(a)
This Statement is being filed by (i) Vision Opportunity China LP, a limited partnership organized under the laws of Guernsey  (the “China Fund”), (ii) Vision Opportunity China GP Limited, a corporate entity organized under the laws of Guernsey (the “China Fund GP”), (iii) Vision Opportunity China Fund Limited, a corporate entity organized under the laws of Guernsey (the “China Fund Ltd.”), (iv) Vision Capital Advisors, LLC, a Delaware limited liability company (the “Investment Manager”), and (v) Adam Benowitz, a United States citizen  (all of the foregoing, collectively, the “Filers”).  The China Fund is a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account.  The China Fund directly beneficially owns all of the shares reported in this Statement.  Mr. Benowitz, the Investment Manager, the China Fund GP and the China Fund Ltd. may be deemed to share with the China Fund voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those beneficially owned directly by such Filer.

(b)           The principal business office of each of the Investment Manager and Mr. Benowitz is:

20 West 55th Street, 5th Floor
New York, New York 10019
USA

The principal business office of each of the China Fund, the China Fund GP and the China Fund Ltd. is:

Suites 13 and 15
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 4NA

(c)
For citizenship information see Item 4 of the cover page of each Filer.

(d)
This Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

(e)
The CUSIP Number of the Common Stock is listed on the cover pages hereto.

 
Page 7of 10

 
 
Item 3.  If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
¨
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
¨
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨
Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

As of December 31, 2009, the China Fund (i) owned 200,000 shares of Common Stock, (ii) had the ability to acquire an additional 2,207,700 shares of Common Stock within 60 days through the exercise or conversion of derivative securities, and (iii) thus beneficially owned 2,407,700 shares of Common Stock, representing 9.9% of all of the outstanding shares of Common Stock.

The forgoing is based on 22,112,500 shares of Common Stock outstanding as of November 30, 2009, as reported in the Issuer’s Rule 424(b)(3) Prospectus filed on November 30, 2009.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.

 
Page 8of 10

 
 
Item 10.  Certification.

(a)           Not applicable.

(b)
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
Page 9of 10

 

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.

Dated:    February 16, 2010

 
ADAM BENOWITZ
 
VISION CAPITAL ADVISORS, LLC
     
 
By:
_/s/ ADAM BENOWITZ
 
Adam Benowitz, for himself and as Managing Member
 
of the Investment Manager
     
 
VISION OPPORTUNITY CHINA LP
 
VISION OPPORTUNITY CHINA GP LIMITED
 
VISION OPPORTUNITY CHINA FUND LIMITED
     
 
By:
_/s/ DAVID BENWAY
 
David Benway, as a Director of the China Fund GP (for
itself and on behalf of the China Fund) and the China
Fund Ltd.

 
Page 10of 10

 

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