UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Silver Dragon Resources Inc.
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
827692104
(CUSIP Number)
Ms. Chan King Yuet
10/F, Asia Rich Court, No. 5 Staunton Street
Central, Hong Kong
(852) 9270-8334
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to
Paul J. Pollock
Crowell & Moring LLP
590 Madison Avenue, 20th Floor
New York, NY 10022
(212) 223-4000
April 16, 2013
(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. ¨
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 persons 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. 827692104 |
1 |
Names of reporting persons
Chan King Yuet | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Hong Kong SAR | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
150,000 | ||||
8 | Shared voting power
23,481,5841 | |||||
9 | Sole dispositive power
150,000 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
23,631,584 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
9.6% | |||||
14 | Type of reporting person (see instructions)
IN |
1 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person as Representative (as such term is defined in the Voting Agreement and as set forth in Item 2 below) may be deemed to have shared voting power over 23,481,584 shares of common stock. |
CUSIP No. 827692104 | 2 |
1 |
Names of reporting persons
Barry King Hon Chan | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Australia | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
16,124,2382 | |||||
9 | Sole dispositive power
16,124,238 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
16,124,238 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
6.6% | |||||
14 | Type of reporting person (see instructions)
IN |
2 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 16,124,238 shares of common stock. |
CUSIP No. 827692104 | 3 |
1 |
Names of reporting persons
Magnolia Ulan Fung | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Hong Kong SAR | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
2,000,0003 | |||||
9 | Sole dispositive power
2,000,000 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,000,000 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.8% | |||||
14 | Type of reporting person (see instructions)
IN |
3 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 2,000,000 shares of common stock. |
CUSIP No. 827692104 | 4 |
1 |
Names of reporting persons
Su Hu | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Peoples Republic of China | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
400,0004 | |||||
9 | Sole dispositive power
400,000 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
400,000 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.2% | |||||
14 | Type of reporting person (see instructions)
IN |
4 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 400,000 shares of common stock. |
CUSIP No. 827692104 | 5 |
1 |
Names of reporting persons
Hing Choi Hui | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Hong Kong SAR | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
1,486,3105 | |||||
9 | Sole dispositive power
1,486,310 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
1,486,310 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.6% | |||||
14 | Type of reporting person (see instructions)
IN |
5 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 1,486,310 shares of common stock. |
CUSIP No. 827692104 | 6 |
1 |
Names of reporting persons
Yun Ming Roger Leung and Yuen Wah Leung (JT TEN) | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Hong Kong SAR | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
897,1066 | |||||
9 | Sole dispositive power
897,106 | |||||
10 | Shared dispositive power
-0- | |||||
11 |
Aggregate amount beneficially owned by each reporting person
897,106 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.4% | |||||
14 | Type of reporting person (see instructions)
IN |
6 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 897,106 shares of common stock. |
CUSIP No. 827692104 | 7 |
1 |
Names of reporting persons
Wai Ngai Hui | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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) ¨
| |||||
6 | Citizenship or place of organization
Hong Kong SAR | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
-0- | ||||
8 | Shared voting power
2,423,9307 | |||||
9 | Sole dispositive power
-0- | |||||
10 | Shared dispositive power
2,423,930 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,423,930 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
1.0% | |||||
14 | Type of reporting person (see instructions)
IN |
7 | Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), the Reporting Person may be deemed to have shared voting power over 2,423,930 shares of common stock. |
CUSIP No. 827692104
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (Amendment No. 1) is being filed with respect to the shares of Common Stock, $0.0001 par value (the Common Stock) of Silver Dragon Resource Inc., a Delaware corporation (the Issuer). This Amendment No. 1 amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission (the SEC) on April 12, 2013 (the Schedule 13D). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
On September 17, 2012, trading in shares of the Issuers Common Stock were suspended by the United States Securities & Exchange Commission. Subsequent to this date, Ms. Chan King Yuet and Marc Hazout, the president and chief executive officer of the Issuer, engaged in ongoing discussions regarding Ms. Chan and other prospective investors known to Ms. Chan providing working capital required by the Issuer. On November 1, 2012, Ms. Chan made a specific proposal to fund the working capital needs of the Issuer until such time as the Issuer became cash flow positive. The offer was conditioned, among other matters, upon members of the investor group being appointed to a majority of the Issuers Board of Directors. On November 3, 2012, Mr. Hazout formally rejected Ms. Chans proposal and advised Ms. Chan that the Board of Directors of the Issuer had determined to pursue alternative financing. In a report on Form 8-K filed by the Issuer on November 19, 2012, the Issuer announced that it had entered into a loan arrangement with a company controlled by Mr. Hazout. The 8-K filing provided no details about whether the loan arrangement was sufficient to meet the Issuers future working capital needs or to repay the so-called toxic loans made to the Issuer.
On November 20, 2012, in a report on Form 8-K, the Issuer disclosed that its auditors had filed a notice of non-compliance advising that the Issuers financial statements could no longer be relied upon. The Issuer has also not filed its required Form 10-Q for the quarter ended September 30, 2012. Finally, the Issuer has reported on Form 8-K that it has entered into forbearance agreements with holders of its toxic loans but the Issuer has not disclosed how it intended to finance the repayment of these loans.
On April 16, 2013, the Reporting Persons, through their legal counsel, sent a letter to the Board of Directors of the Issuer, which, among other things, expressed the concern of the Reporting Persons about the deterioration of the Issuers business, the significant dilution of their equity position, and the poorly disclosed insider-dealing transactions the Issuer has recently undertaken, especially as the Issuer is seriously delinquent in filing its required Periodic Reports under the Securities Exchange Act of 1934, as amended. As a result of the foregoing, the Reporting Persons are seeking representation on the board of directors of the Issuer. A copy of the letter is attached hereto as Exhibit C, and is incorporated herein by reference in response to this Item 4.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock owned by any of them, consistent with its investment purpose and in light of the circumstances described above, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.
Consistent with their investment purpose and in light of the developments described above, the Reporting Persons may continue to engage in communications with one or more stockholders of the Issuer, one or more
officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, and plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.
Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement incorporated by reference to Exhibit A to the Schedule 13D as filed with the SEC on April 12, 2013.
Exhibit B Voting Agreement incorporated by reference to Exhibit B to the Schedule 13D as filed with the SEC on April 12, 2013.
Exhibit C Letter to the Board of Directors dated April 16, 2013 filed herewith.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 17, 2013
CHAN KING YUET, INDIVIDUALLY AND AS REPRESENTATIVE |
/s/ Chan King Yuet |
Chan King Yuet |
BARRY KING HON CHAN, INDIVIDUALLY |
/s/ Barry King Hon Chan* |
Barry King Hon Chan |
MAGNOLIA ULAN FUNG, INDIVIDUALLY |
/s/ Magnolia Ulan Fung* |
Magnolia Ulan Fung |
SU HU, INDIVIDUALLY |
/s/ Su Hu* |
Su Hu |
HING CHOI HU, INDIVIDUALLY |
/s/ Hing Choi Hui* |
Hing Choi Hui |
YUN MING ROGER LEUNG AND YUEN WAH LEUNG (JT TEN) |
/s/ Yun Ming Roger Leung* |
Yun Ming Roger Leung |
YUEN WAH LEUNG |
/s/ Yuen Wah Leung* |
Yuen Wah Leung |
WAI NGAI HUI, INDIVIDUALLY |
/s/ Wai Ngai Hui* |
Wai Ngai Hui |
* | By Representative pursuant to the Voting Agreement |
Paul J. Pollock
(212) 895-4216
ppollock@crowell.com
April 16, 2013
VIA ELECTRONIC MAIL
AND FEDERAL EXPRESS
Board of Directors
Silver Dragon Resources, Inc.
200 Davenport Road
Toronto, Ontario, M5R 1J2
Gentlemen:
We are counsel to King Yuet Chan (a/k/a Fanny Chan), King Hon (Barry) Chan, (Magnolia) Ulan Fung, Su Hu, Hing Choi Hui, Yun Ming (Roger) Leung, Wai Ngai Hui, and Yuen Wah Leung.
On April 12, 2013, our clients filed an initial Statement on Schedule 13D with the SEC, a copy of which is attached (the 13D), with respect to 23,631,584 shares of common stock (the Shares) of Silver Dragon Resources, Inc. (SDRG). Based upon the most recent publicly available information, the Shares represent approximately 9.6% of the issued and outstanding shares of SDRG. As more particularly set forth in the 13D, our clients have entered into a Voting Agreement which was filed as an exhibit to the 13D (the Voting Agreement), pursuant to which, among other matters, our clients agreed to form a group for the purposes of engaging in communications with stockholders, officers, members of the board of directors and/or representatives of SDRG regarding SDRG, SDRGs operations, and possible changes in the board of directors or management of SDRG. Under the terms of the Voting Agreement, our clients have given Fanny Chan the authority to act with respect to the Shares.
We understand that Marc Hazout has previously been in contact with Ms. Chan regarding SDRG and its current situation. To ensure that there is no miscommunication, our clients have asked us to contact you on their behalf regarding our clients concern about the current state of SDRG and their intentions with respect to SDRG.
Our clients are deeply disturbed about the deterioration of SDRGs business, the significant dilution of their equity since at least May 2011 and the insider-dealing transactions that appear to have taken place over the recent past. A review of SDRGs public filings (and related lack of required filings) highlight many of our clients concerns.
| As of May 5, 2011, as reported in SDRGs final prospectus filed as part of SDRGs registration statement on Form S-1, SDRG had 106,893,198 shares outstanding and a market price in the second quarter of 2011 (through May 11, 2011) ranging from $0.15 to $0.21 per share. Using the low end of the range, |
Board of Directors
Silver Dragon Resources, Inc.
April 16, 2013
Page 2
SDRG was valued at approximately $16 million. As of August 12, 2012, as reported in SDRGs last quarterly report filed with the SEC, SDRG had 246,017,263 shares outstanding and a market price of $.0057 per share. The markets value of SDRG had been reduced to approximately $1.4 million. These numbers do not take into account an indeterminate amount of shares that may in the future be issued upon the conversion of so-called Toxic Convertibles that SDRG has issued and remain outstanding. In the opinion of our clients, these issuances, as well as other actions taken by management, have left SDRG significantly undervalued. |
| SDRG failed to hold its 2012 Annual Meeting, and has not filed its Quarterly Report for the Quarter Ended September 30, 2012 or its Annual Report on Form 10-K for the year ended December 31, 2012. In the case of the Form 10-Q and Form 10-K, these reports are materially delinquent. Further, our review of the SEC reports that have been filed are, in many respects, materially deficient. For example, SDRG has not filed a single material contract since March of 2007. Since that time, SDRG has entered into numerous material agreements, including the above-mentioned dilutive debt issuances, the sale of material company assets (Erbahuo Silver Mines) and the entering into of material transactions with Mr. Hazout (Travellers International, Inc.). Shareholders have not been provided with all information required by the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder. |
| On August 31, 2012, SDRG announced the resignation of Jeffrey Sherman as its Chief Financial Officer. Shortly thereafter, on September 19, 2012, trading in SDRGs shares was suspended by the SEC (although this was not disclosed to the public until October 9, 2012, some three weeks later). Finally, SDRG disclosed that on November 20, 2012, SF Partnership, SDRGs independent accountants notified SDRG that certain of SDRGs financial statements could no longer be relied upon. It follows that SDRG shareholders currently have no ability to assess the financial condition of SDRG. |
| On January 29, 2013, our clients believe that SDRG issued a misleading press release about progress in obtaining a mining license at the Dadi facility. The reality, as we understand the Dadi situation, is that the mining license was originally to be obtained by November 2012. This recent announcement indicates that this target date has been delayed to 2014 and licensing remains subject to numerous conditions in order for the license to be obtained, including the payment of the requisite licensing fee. These delays push meaningful revenues at the Dadi facility back an additional year. |
| SDRGs Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 reveals that SDRG had convertible notes outstanding in the aggregate principal amount of $3,231,899. Subsequent reports on Form 8-K indicate that SDRG |
Board of Directors
Silver Dragon Resources, Inc.
April 16, 2013
Page 3
entered into forbearance agreements with four of the holders of the convertible notes representing approximately $2,689,131 in principal amount. Although we cannot reconcile the difference in the amount of the outstanding indebtedness between SDRGs last 10-Q and the subsequent Report on Form 8-K, we do note that the forbearance agreements expired on March 31, 2013. Given the repercussions of the failure to satisfy these obligations in full, it is surprising that there has been no further disclosure on this situation. |
| In spite of what appears to be a dire need for additional capital, SDRGs sole response to date has been to borrow additional funds from a corporation owned by Mr. Hazout. We note that the aggregate of $208,254 borrowed to date appears to be a band aid on a gaping wound and does nothing to deal with the significant financial and management issues surrounding SDRG. |
As you are no doubt aware, after the suspension of trading in SDRGs shares Ms. Chan and Mr. Hazout engaged in ongoing discussions regarding Ms. Chan and a group of investors making available to SDRG funding to allow SDRG to pay off the toxic notes and to pay the fees required to obtain the mining license at the Dadi facility. Ms. Chans offer was conditioned, among other matters, upon members of the investor group being appointed to a majority of SDRGs Board of Directors. On November 3, 2012, Mr. Hazout formally rejected Ms. Chans proposal and advised Ms. Chan that the Board of Directors of SDRG was taking a different approach to pursue alternative financing. It appears that the different approach taken by SDRG was to enter into the loan arrangement with Mr. Hazouts affiliated entity which does nothing more than potentially enriching Mr. Hazout at the expense of shareholders.
Our clients have a vested interest in seeing SDRG succeed. They remain convinced that SDRG is undervalued and believe that SDRGs value can be unlocked if it is properly capitalized and managed. Our clients are interested in providing the necessary capital and management and are prepared to do so on an expedited basis. In order to move forward, our clients will need to understand the current status of SDRG, including the following:
| The status of the Sanhe Sino Top joint venture; |
| Exact details regarding the convertible notes and current discussions with the holders of these notes; |
| Details surrounding the suspension of trading by the SEC and subsequent notice of non-reliance delivered by SDRGs independent auditors; |
| Details of the capitalization of SDRG, including all shares that may be issuable in the future upon the exercise of options, warrants and convertible notes; and |
| A thorough review of management and financial condition of SDRG. |
Board of Directors
Silver Dragon Resources, Inc.
April 16, 2013
Page 4
In light of the many problems surrounding SDRG, our clients will condition any future financing on obtaining control of the board of directors of SDRG. Our clients will promptly be filing this letter with an amendment to the Schedule 13D.
Our client requests a response to this letter on or before April 26, 2013. Assuming that you are willing to proceed, our clients are prepared to travel to Toronto with counsel to meet with Mr. Hazout, the other members of the Board and SDRGs legal advisors. Our client believes that more than a majority of the outstanding shares are dissatisfied with the current direction of SDRG. In the event that the Board is not prepared to proceed in a cooperative manner as outlined above, our clients have instructed us to advise you that they are prepared to promptly take steps to replace the entire Board of Directors and strengthen the precarious position which presently confronts SDRG.
We look forward to your response.
Sincerely, |
/s/ Paul J. Pollock Paul J. Pollock |
CC: | Ms. Chan King Yuet (Via e-mail) Robert K. Mason, Esq. |