f614111sc13da3.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
SinoHub, Inc.
(NAME OF ISSUER)
Common Stock, $0.001 par value
(TITLE OF CLASS OF SECURITIES)
82935L101
(CUSIP NUMBER)
Henry T. Cochran
6/F, Building 51, Road 5, Qiongyu Road
Central Area, Technology Park, Nanshan District
Shenzhen, People’s Republic of China 518057
+86-755-2661-2106
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
(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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF SECTIONS 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 RULE 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
|
82935L101
|
|
| |
|
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
| |
Henry T. Cochran
|
|
| |
|
|
|
|
(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)
|
OO
|
| |
|
|
|
|
(5)
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
o
|
| |
|
|
|
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
| |
United States
|
|
| |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
|
|
| |
|
|
| |
|
|
|
(8)
|
SHARED VOTING POWER
|
|
| |
-0-
|
|
| |
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
| |
|
|
|
| |
|
|
|
| |
(10)
|
SHARED DISPOSITIVE POWER
|
|
| |
|
-0- |
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
| |
|
|
| |
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
| |
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
| |
|
|
| |
|
|
|
(14)
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
| |
IN
|
|
*This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on December 9, 2009, as amended, by the Reporting Person (as defined below), related to the common stock, $0.001 par value per share (the “Common Stock”), of SinoHub, Inc. a Delaware corporation (the “Issuer”). The primary purpose of this Amendment is to reflect the transfer by Mr. Cochran to Mr. Cochran’s former spouse of 537,445 shares of Common Stock of the Issuer on June 10, 2011 pursuant to a divorce settlement.
|
ITEM 1.
|
SECURITY AND ISSUER.
|
The title and class of equity securities to which this statement relates are Common Stock, $0.001 par value (the "Shares") of SinoHub, Inc. (the “Issuer”). The address of the Issuer’s principal executive office is 6/F, No. 5 Qiongyu Road, Central Area, Technology Park, Nanshan District, Shenzhen, People’s Republic of China 518057.
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
(a) Henry T. Cochran (the "Reporting Person”)
(b) The Reporting Person’s business address is:
c/o SinoHub, Inc.
6/F, No. 5 Qiongyu Road,
Central Area, Technology Park, Nanshan District,
Shenzhen, People’s Republic of China 518057
(c) The Reporting Person’s principal occupation is that of the Issuer’s CEO and Chairman of the Board. The Issuer’s headquarters is located at the address listed above.
(d) The Reporting Person, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person, during the last five years, has not been 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 activities subject to, federal or state securities laws or finding any violation of such laws.
(f) The Reporting Person is a citizen of the United States of America.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Item 3 is hereby amended as follows:
On January 18, 2010, the Issuer issued 21,875 shares of common stock to the Reporting Person as a restricted stock grant, vesting in full on December 31, 2010.
On December 10, 2010, the Reporting Person sold 100,000 shares of Common Stock of the Issuer at a price of $2.70 per share.
Effective April 21, 2011, the Reporting Person, gifted an aggregate of 500,000 shares of Common Stock of the Issuer in two gifts of 250,000 shares each.
On May 18, 2011, the Reporting Person’s former spouse sold 480,796 Shares at a price of $1.30 per share.
On June 10, 2011 the Reporting Person transferred 537,445 Shares to his former spouse pursuant to a divorce settlement.
As of the date hereof, the Reporting Person beneficially owns 2,744,188 Shares, all of which are directly owned by the Reporting Person.
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
On May 12, 2008, the Issuer entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Old SinoHub and SinoHub Acquisition Corp., a Delaware corporation (“Merger Sub”), which was a wholly-owned subsidiary of the Issuer that was formed to facilitate the Merger pursuant to which on May 14, 2008, Old SinoHub became a wholly-owned subsidiary of the Issuer (the “Merger”). Under the terms of the Merger Agreement, at the closing of the Merger:
| |
•
|
|
all of the issued and outstanding capital stock of Old SinoHub consisting of 10,282,288 shares of common stock, par value $0.001 per share, 3,000,000 shares of Old SinoHub Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), 2,333,334 shares of Old SinoHub Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) and 1,600,000 shares of Old SinoHub Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), was exchanged for 18,290,000 shares of the Issuer’s common stock, par value $0.001 per share (at an exchange ratio of 3.718425 shares of Issuer common stock per share of Old SinoHub common stock and as adjusted for the reverse stock split);
|
| |
|
|
|
| |
•
|
|
the Issuer assumed Old SinoHub’s stock option plans;
|
| |
|
|
|
| |
•
|
|
Old SinoHub’s outstanding options to purchase 460,000 shares of Old SinoHub’s common stock were converted to options to purchase 489,451 shares of the Issuer’s common stock (as adjusted for the reverse stock split); and
|
| |
|
|
|
| |
•
|
|
the Issuer issued 510,000 shares of the Issuer’s common stock to certain consultants for services rendered in connection with the Merger (as adjusted for the reverse stock split).
|
Immediately prior to the closing of the Merger, the Issuer had 4,200,000 shares of common stock issued and outstanding (taking into account the tender to the Issuer for cancellation of 18,213,675 shares of the Issuer’s common stock by its principal stockholder and, subsequent to the Merger, the Issuer had 70,000,000 shares of common stock issued and outstanding. Effective July 18, 2008, the Issuer effected a 3.5-to-1 reverse stock split of its common stock, reducing the number of shares of outstanding common stock to approximately 20,000,000.
The Reporting Person has acquired Shares for investment. Mr. Cochran evaluates his investment in the Shares on a continual basis. The Reporting Person has no current plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
The Reporting Person reserves the right to be in contact with other members of the Issuer's management, the other members of the Board, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.
The Reporting Person reserves the right to effect transactions that would change the number of shares he may be deemed to beneficially own.
The Reporting Person further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should he determine to do so, and/or to recommend courses of action to the other members of the Issuer's management and Board, the Issuer's shareholders and others.
The Reporting Person has no current plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
Item 5 is hereby amended as follows:
| |
a.
|
The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person may be found in rows 11 and 13 of the Cover Page of this amended Schedule 13D, which hereby is incorporated by reference. The percentage set forth on row 13 has been calculated based on 33,451,806 shares of Common Stock stated to be outstanding by the Issuer as of April 30, 2011 in its Quarterly Report on Form 10-Q filed May 16, 2011.
|
| |
b.
|
The powers that the Reporting Person has relative to the shares of the Issuer’s common stock discussed herein may be found in rows 7 through 10 of the Cover Page of this amended Schedule 13D, which hereby is incorporated by reference.
|
| |
c.
|
The Reporting Person has effected the following transactions in the Common Stock of the Issuer since the filing of the initial Schedule 13D: On January 18, 2010, the Issuer issued 21,875 shares of common stock to the Reporting Person as a restricted stock grant, vesting in full on December 31, 2010. On December 10, 2010, the Reporting Person sold 100,000 shares of Common Stock of the Issuer at a price of $2.70 per share. On April 21, 2011, the Reporting Person gifted an aggregate of 500,000 shares of common stock to certain members of his family. On May 18, 2011, the Reporting Person’s former spouse sold 480,796 shares of common stock at a price of $1.30 per share. On June 10, 2011, the Reporting Person transferred 537,445 shares of common stock to his former spouse. Except for the information set forth in this item, neither the Reporting Person nor his former spouse has effected any transaction relating to the Common Stock of the Issuer in the past sixty days.
|
| |
d.
|
None.
|
| |
e.
|
Not applicable.
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 6 is hereby amended as follows:
The Lock-Up Agreement among Global Hunter Securities, LLC, the Reporting Person and Lei Xia that imposed transfer restrictions on the bulk of the Shares owned by the Reporting Person terminated by its terms on May 13, 2010.
The Reporting Person is a party to a certain Restricted Stock Award Agreement dated January 18, 2010 among the Issuer and the Reporting Person that governs the vesting and other terms of a restricted stock award made to the Reporting Person on January 18, 2010, the terms of which are incorporated herein by reference.
|
ITEM 7.
|
MATERIALS TO BE FILED AS EXHIBITS.
|
|
99.1
|
Registration Rights Agreement dated as of April 13, 2009, among SinoHub, Inc. and the stockholders signatory thereto, incorporated by reference to Exhibit 10.37 to Amendment No. 4 to the Registration Statement on Form S-1 of SinoHub, Inc. filed with the Securities and Exchange Commission on April 14, 2009.
|
|
99.2
|
Amendment No. 1 to Registration Rights Agreement dated as August 4, 2009, among SinoHub, Inc. and the stockholders signatory thereto.*
|
|
99.3
|
Lock-Up Agreement among Global Hunter Securities, LLC, Henry T. Cochran and Lei Xia, incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the Registration Statement on Form S-1 of SinoHub, Inc. filed with the Securities and Exchange Commission on May 11, 2009.
|
|
99.4
|
Restricted Stock Award Agreement dated July 22, 2009 between SinoHub, Inc. and Henry T. Cochran.*
|
|
99.5
|
Restricted Stock Award Agreement dated January 18, 2010 between SinoHub, Inc. and Henry T. Cochran.**
|
*Filed with Schedule 13D filed with the Securities and Exchange Commission on December 9, 2009.
** Filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on April 22, 2011.
The documents identified in Item 6 are necessarily included as exhibits due to their incorporation by reference. No material as listed in the instructions to Item 7 is included as an exhibit.
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
|
|
|
|
|
| |
|
|
|
|
|
/S/ Henry T. Cochran
|
|
|
|
|
|
Signature
|
|
|
|
|
| |
|
|
|
|
|
Henry T. Cochran, CEO
|
|
|
|
|
|
Name/Title
|
|
|
|
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description of Document
|
| |
|
|
|
99.1
|
|
Registration Rights Agreement dated as of April 13, 2009, among SinoHub, Inc. and the stockholders signatory thereto, incorporated by reference to Exhibit 10.37 to Amendment No. 4 to the Registration Statement on Form S-1 of SinoHub, Inc. filed with the Securities and Exchange Commission on April 14, 2009.
|
|
99.2
|
|
Amendment No. 1 to Registration Rights Agreement dated as August 4, 2009, among SinoHub, Inc. and the stockholders signatory thereto.*
|
|
99.3
|
|
Lock-Up Agreement among Global Hunter Securities, LLC, Henry T. Cochran and Lei Xia, incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the Registration Statement on Form S-1 of SinoHub, Inc. filed with the Securities and Exchange Commission on May 11, 2009.
|
|
99.4
|
|
Restricted Stock Award Agreement dated July 22, 2009 between SinoHub, Inc. and Henry T. Cochran.*
|
|
99.5
|
|
Restricted Stock Award Agreement dated January 18, 2010 between SinoHub, Inc. and Henry T. Cochran.**
|
*Filed with Schedule 13D filed with the Securities and Exchange Commission on December 9, 2009.
** Filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on April 22, 2011.
7