-----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, Grb8DswnW6fFARiZaitjRFC2a6KFGf8ItiNdeOprt+CiF+9MjdvQUon9y0m5pLnK 5deBnVckM9AwkgqmbixgOw== 0001104659-10-046301.txt : 20100827 0001104659-10-046301.hdr.sgml : 20100827 20100827145019 ACCESSION NUMBER: 0001104659-10-046301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100827 DATE AS OF CHANGE: 20100827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINDEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000922717 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 133097642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0709 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53133 FILM NUMBER: 101043504 BUSINESS ADDRESS: STREET 1: 4340 EAST WEST HWY STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3012157777 MAIL ADDRESS: STREET 1: 4340 EAST WEST HWY STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: US CHINA INDUSTRIAL EXCHANGE INC DATE OF NAME CHANGE: 19940505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fosun Industrial Co., Ltd CENTRAL INDEX KEY: 0001448032 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 021-63321633 MAIL ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D/A 1 a10-16518_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Chindex International, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

169467107

(CUSIP Number)

 

 

Sun Rong

With a copy to:

 

Fosun Industrial Co., Limited

John Haveman

 

Level 28

Faegre & Benson LLP

 

Three Pacific Place

2200 Wells Fargo Center

 

1 Queen’s Road East

90 S. Seventh Street

 

Hong Kong

Minneapolis, MN 55402

 

China

(612) 766-7000

 

(86)(21) 6332 0870

 

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

 

August 27, 2010

(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 Rule 13d-1(e), 13d-1(f) or 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.   169467107

 

 

1

Name of Reporting Person
Fosun Industrial Co., Limited

 

 

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)
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
Hong Kong, China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,157,163

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,157,163

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,157,163

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
21.5% *

 

 

14

Type of Reporting Person (See Instructions)
CO

 


* The percent of class reported is based on 13,765,611 shares of the Issuer’s common stock outstanding as of July 26, 2010 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed with the SEC on August 9, 2010.

 

2



 

This Amendment No. 4 amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on June 17, 2010 (the “Original 13D”) by Fosun Industrial Co., Limited (“Fosun Industrial”) with respect to the common stock, par value $0.01 per share, of Chindex International, Inc. (the “Issuer”), as previously amended by Amendment No. 1 to the Original 13D filed with the SEC on July 7, 2010, Amendment No. 2 to the Original 13D filed with the SEC on July 30, 2010 and Amendment No. 3 to the original 13D filed with the SEC on August 3, 2010.  Unless otherwise stated herein, the Original 13D as amended by Amendments Nos. 1, 2 and 3 remains in full force and effect.  Terms used therein and not defined herein have the meanings ascribed thereto in the Original 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 is hereby further supplemented as follows:

 

As described in Items 3 and 4 of the Original 13D, Fosun Industrial entered into a Purchase Agreement with the Issuer for the purchase of up to 1,990,447 shares of newly issued Common Stock from the Issuer.  On August 27, 2010, the first of the two purchases contemplated by the Purchase Agreement occurred, resulting in the purchase by Fosun Industrial of 933,022 shares of Common Stock at the agreed upon price of $15.00 per share, or an aggregate purchase price of $13,995,330.  The funds required to effect this purchase were provided from Fosun Industrial’s working capital.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)  If the second purchase of 1,057,425 shares of Common Stock contemplated by the Purchase Agreement is consummated, Fosun Industrial’s total beneficial ownership of Common Stock would increase to 4,214,588 shares, or approximately 26.7% of the Common Stock that would then be outstanding.  Whether any or all of these shares of Common Stock subject to the second purchase will actually be acquired is dependent upon the satisfaction of various closing conditions not within the control of Fosun Industrial, and therefore Fosun Industrial disclaims beneficial ownership of the additional 1,057,425 shares at this time.  As a result, please see Items 11 and 13 of the cover pages to this Schedule 13D, Amendment No. 4 for the aggregate number and percentage of shares of Common Stock that are beneficially owned by Fosun Industrial as of August 27, 2010.  The outstanding shares of Common Stock do not include the 1,162,500 shares of Class B Stock that are reported by the Issuer as outstanding as of July 26, 2010, as those shares are considered a separate class of securities for these purposes.

 

(b)  See Items 7 through 10 of the cover pages to this Schedule 13D, Amendment No. 4 for the number and percentage of shares of the Issuer’s Common Stock beneficially owned by Fosun Industrial as of August 27, 2010 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c)  Since the filing of Amendment No. 3 to the Original 13D, Fosun Industrial has purchased for cash 933,022 shares of the Issuer’s Common Stock from the Issuer pursuant to the Purchase Agreement, as described in Item 3 above.  Under the Purchase Agreement, Fosun Industrial has also agreed to purchase up to an aggregate of 1,057,425 additional shares of Common Stock at a price of $15.00 per share for an aggregate purchase price of up to $15,861,375.  These shares are not considered beneficially owned by Fosun Industrial at this time and are not included in the number of shares disclosed in the cover pages to this Schedule 13D because the acquisition of these shares by Fosun Industrial is contingent upon certain closing conditions not within the control of Fosun Industrial.

 

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

 

(e)  Not applicable.

 

3



 

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: August 27, 2010

 

 

 

FOSUN INDUSTRIAL CO., LIMITED

 

 

 

 

 

 

 

By:

/s/ Qiyu Chen

 

 

Qiyu Chen

 

 

Chairman of the Board of Directors

 

 

4


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