-----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, GR4byFEnc3hESS5Wy+XoZL1X3S5WiojvxtDmlN4xaPwxERHHmaNzBnKhrfsZnvYq m8VqtaxuKb0vKnX8ovNZSQ== 0001144204-08-024340.txt : 20080425 0001144204-08-024340.hdr.sgml : 20080425 20080425190849 ACCESSION NUMBER: 0001144204-08-024340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080423 FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zhang Liang CENTRAL INDEX KEY: 0001334079 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33397 FILM NUMBER: 08779059 BUSINESS ADDRESS: BUSINESS PHONE: 301-840-3888 MAIL ADDRESS: STREET 1: 15200 SHADY GROVE ROAD SUITE 350 CITY: ROCKVILLE STATE: MD ZIP: 20850 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Synutra International, Inc. CENTRAL INDEX KEY: 0001293593 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 15200 SHADY GROVE ROAD #350 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3018403888 MAIL ADDRESS: STREET 1: 15200 SHADY GROVE ROAD #350 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: Vorsatech Ventures, Inc. DATE OF NAME CHANGE: 20040614 4 1 v111803_ex.xml X0202 4 2008-04-23 0 0001293593 Synutra International, Inc. SYUT 0001334079 Zhang Liang 2275 RESEARCH BLVD., SUITE 500 ROCKVILLE MD 20850 1 1 1 0 Chief Executive Office Senior Exchangeable Note dated April 23, 2008 40 2008-04-23 4 S 0 1 30000000 D 2011-04-23 Common Stock 750000 0 I By Beams Power Investment Limited On April 23, 2008, Beams Power Investment Limited ("Beams") sold a Senior Exchangeable Note (the "Note"), in the aggregate principal amount of $30,000,000, which is convertible at the discretion of the holder into shares of Common Stock of Synutra International, Inc. ("Synutra") held by Beams. Pursuant to the Note, the conversion price will neither be less than $30.00 per share nor more than $40.00 per share, in each such case subject to adjustment for stock dividends, stock splits, rights issuances and certain other events relating to the Common Stock. The Note may be converted at any time and at the discretion of the holder after the earlier to occur of October 31, 2008 and the completion of an underwritten public offering of Synutra Common Stock in which Synutra issues new shares that constitute at least 10% of its outstanding Common Stock. This number of shares assumes that the conversion price is the maximum dollar amount allowed pursuant to the terms of the Note, $40 per share. However, although the conversion price is ultimately subject to the terms of the Note, in no event will the conversion price be less than $30.00 per share or more than $40.00 per share. The direct owner of the securities is Beams Power Investment Limited, or Beams, a British Virgin Islands company. Liang Zhang has dispositive and voting power over investments by Beams. Liang Zhang's wife, Xiuqing Meng, is the sole shareholder and director of Beams. Liang Zhang disclaims beneficial ownership of the securities held by Beams, except to the extent of his pecuniary interests therein. /s/ Liang Zhang 2008-04-25 -----END PRIVACY-ENHANCED MESSAGE-----