-----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, Ej0ptcXahFu2FD9odel/n9F88nI6IOOJ4PHM0zjaACAzvK75Fy7FF3BWtNEnSMaI M8aRFOYcy8Z517s9hKTCtw== 0001144204-10-065014.txt : 20101206 0001144204-10-065014.hdr.sgml : 20101206 20101206165829 ACCESSION NUMBER: 0001144204-10-065014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Keyuan Petrochemicals, Inc. CENTRAL INDEX KEY: 0001326396 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450538522 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82275 FILM NUMBER: 101234724 BUSINESS ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 BUSINESS PHONE: (86) 574-8623-2955 MAIL ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 FORMER COMPANY: FORMER CONFORMED NAME: Silver Pearl Enterprises, Inc. DATE OF NAME CHANGE: 20050506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G 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 1 v204762_sc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


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


Keyuan Petrochemicals, Inc.
(Name of Issuer)

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

493722102
(CUSIP Number)
 
November 4, 2010
(Date of Event Which Requires Filing of this Statement)


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

o
Rule 13d-1(b)
   
x
Rule 13d-1(c)
   
o
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).
 
 
 
CUSIP No. 493722102

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)  o
(b)  o

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
635,324
  
7.  SOLE DISPOSITIVE POWER
0
  
8.  SHARED DISPOSITIVE POWER
635,324
  

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

635,324

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

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

6.3%

12.           Type of Reporting Person (See Instructions)

IN

* Beneficial ownership information above is as of the close of business on December 6, 2010, the filing date of this Schedule 13G.
 
 
 
 
CUSIP No. 493722102


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)  o
(b)  o

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
635,324
  
7.  SOLE DISPOSITIVE POWER
0
  
8.  SHARED DISPOSITIVE POWER
635,324
  

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

635,324

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

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

6.3%

12.           Type of Reporting Person (See Instructions)

IA

* Beneficial ownership information above is as of the close of business on December 6, 2010, the filing date of this Schedule 13G.
 
 
 
 
CUSIP No. 493722102

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

Vision Opportunity Master Fund, Ltd.

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

(a)  o
(b)  o

3.           SEC Use Only

4.           Citizenship or Place of Organization

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
  
6.  SHARED VOTING POWER
635,324
  
7.  SOLE DISPOSITIVE POWER
0
  
8.  SHARED DISPOSITIVE POWER
635,324
  

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

635,324

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

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

6.3%

12.           Type of Reporting Person (See Instructions)

CO

* Beneficial ownership information above is as of the close of business on December 6, 2010, the filing date of this Schedule 13G.
 
 

 
Item 1.

(a)  
The name of the issuer is Keyuan Petrochemicals, Inc. (the “Issuer”).

(b)  
The principal executive offices of the Issuer are located at Qingshi Industrial Park, Ningbo Economic & Technological Development Zone, Ningbo, Zhejiang Province, P.R. China 315803.

Item 2.

(a)
This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the “Fund”), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (the “Investment Manager”), and (iii) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively, the “Filers”).  The 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 Fund directly beneficially owns all of the shares reported in this Statement.  Mr. Benowitz and the Investment Manager may be deemed to share with the 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 the Master Fund is:

c/o Ogier Fiduciary Services (Cayman) Limited
P.O. Box 1234
113 South Church Street
Queensgate House
Grand Cayman KY1-1108
Cayman Islands

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

(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.

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

Item 4.  Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which information is given as of the close of business on December 6, 2010, the filing date of this Schedule 13G.  As of November 4, 2010, the collective beneficial ownership of the Filers was 685,704 shares, representing 6.8% of the Issuer’s outstanding Common Stock.  The percentage ownership of each Filer is based on 9,919,840 shares of Common Stock outstanding as of November 4, 2010, as confirmed by the Issuer’s counsel to the Filers.

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

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.

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.
 
 
 
 
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:    December 6, 2010
  
   
 
ADAM BENOWITZ
 
VISION CAPITAL ADVISORS, LLC
 
VISION OPPORTUNITY MASTER FUND, LTD.
   
   
 
By:    /s/ Adam Benowitz                                                     
 
Adam Benowitz, for himself and as Managing Member of
the Investment Manager (for itself and on behalf of the
Fund)
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Document
   
1.
Joint Filing Agreement

 
 
 
Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Keyuan Petrochemicals, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement.

Dated:    December 6, 2010
  
   
 
ADAM BENOWITZ
 
VISION CAPITAL ADVISORS, LLC
 
VISION OPPORTUNITY MASTER FUND, LTD.
   
   
 
By:    /s/ Adam Benowitz                                                   
 
Adam Benowitz, for himself and as Managing Member of
the Investment Manager (for itself and on behalf of the
Fund)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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