-----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, JkUZHEzzBSfS3lXjCM93muJu3bEwGglEfOsaja1XY+BV+iGBbjLJ9N2ak0R8FiFX bla2jOWoOYRekPOoHIbCjg== 0001144204-08-032427.txt : 20090420 0001144204-08-032427.hdr.sgml : 20090420 20080528161153 ACCESSION NUMBER: 0001144204-08-032427 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20090310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMERALD DAIRY INC CENTRAL INDEX KEY: 0000815353 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 840853668 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83204 FILM NUMBER: 08863707 BUSINESS ADDRESS: STREET 1: 11990 MARKET STREET, STREET 2: SUITE 205 CITY: RESTON, STATE: VA ZIP: 20190 BUSINESS PHONE: 703-867-9247 MAIL ADDRESS: STREET 1: 11990 MARKET STREET, STREET 2: SUITE 205 CITY: RESTON, STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Amnutria Dairy Inc. DATE OF NAME CHANGE: 20071015 FORMER COMPANY: FORMER CONFORMED NAME: MICRO TECH IDENTIFICATION SYSTEMS INC DATE OF NAME CHANGE: 19870610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMERALD DAIRY INC CENTRAL INDEX KEY: 0000815353 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 840853668 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 11990 MARKET STREET, STREET 2: SUITE 205 CITY: RESTON, STATE: VA ZIP: 20190 BUSINESS PHONE: 703-867-9247 MAIL ADDRESS: STREET 1: 11990 MARKET STREET, STREET 2: SUITE 205 CITY: RESTON, STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Amnutria Dairy Inc. DATE OF NAME CHANGE: 20071015 FORMER COMPANY: FORMER CONFORMED NAME: MICRO TECH IDENTIFICATION SYSTEMS INC DATE OF NAME CHANGE: 19870610 SC TO-I/A 1 v115884_sc-toa.htm Unassociated Document
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
  
SCHEDULE TO
 
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES ACT OF 1934

(Amendment No. 1 )
________________________
EMERALD DAIRY INC.
 

(Name of small business issuer in its charter)
 
Warrants to Purchase Common Stock
Having An Exercise Price of $0.94, $1.50, $2.04 and $3.26 Per Share
(Title of Class of Securities)

(CUSIP Number of Class of Securities)

Shu Kaneko
Chief Financial Officer
11990 Market Street, Suite 205
Reston, Virginia 20190
Tel: (703) 867-9247
Fax: (678) 868-0633
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
____________________________
 
 
With a copy to:
 
 
 
 
 
Jeffrey A. Rinde, Esq.
Hodgson Russ, LLP
1540 Broadway, 24th Floor
New York, NY 10036
Tel: (212) 751-4300
Fax: (212) 751-0928
 

CALCULATION OF FILING FEE:

Transaction Valuation (1)
Amount of Filing Fee (2)
$3,674,802
$145.00
 

 
(1)
Estimated for purposes of calculating the amount of the filing fee only. Underlying value of transaction computed pursuant to Exchange Act Rule 0-11(b)(2) and 0-11(a4). Because there is no market for the securities, the value has been based upon the book value of the common stock of the Company, $0.46.

(2)
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $39.30 for each $1,000,000 of the value of the transaction.


 
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid: $145.00
Form or Registration No.: Schedule TO-I File No. 5-83204 
Filing Party: Emerald Dairy Inc.
Date Filed: April 24, 2008
 
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
¨ third-party tender offer subject to Rule 14d-1.
 
x issuer tender offer subject to Rule 13e-4.
 
¨ going-private transaction subject to Rule 13e-3.
 
¨ amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨ 
 

AMENDMENT NO. 1 TO TENDER OFFER STATEMENT

This Amendment No. 1 to Tender Offer Statement amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2008, by Emerald Dairy, Inc. Emerald Dairy has made an offer to holders of all currently outstanding warrants to purchase shares of the Company’s common stock, par value $.001 per share (“Common Stock”), the opportunity to voluntarily amend their warrants upon the terms and subject to the conditions described in the Offer to Amend and Exchange and the related Election Form attached to Schedule TO as Exhibits (a)(1) and (a)(4), respectively. As of April 24, 2008, there were outstanding: (i) warrants to acquire 373,334 shares of Common Stock at an exercise price of $0.94 per share, (ii) warrants to acquire 1,333,333 shares of Common Stock at an exercise price of $1.50 per share, (iii) warrants to acquire 1,374,230 shares of Common Stock at an exercise price of $2.04 per share, and (iv) warrants to acquire 4,907,973 shares of Common Stock at an exercise price of $3.26 per share, upon the terms and subject to the conditions set forth in the Offer to Amend and Exchange Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Amend and Exchange.
 

 
Items 1 through 9 and 11

     Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Amend and Exchange, are hereby amended and supplemented as follows:

     The Expiration Date of the Offer has been extended to Midnight Eastern Time, on Monday July 28, 2008. In order to reflect the extension of the Expiration Date of the Offer, “May 28, 2008” shall hereby be replaced in the Offer to Amend and Exchange, as appropriate, with “July 28, 2008”.
 
Item 10 Financial Statements

The financial statements included as Item 7 in Emerald Dairy’s Annual Report on Form 10-KSB for the annual period ending December 31, 2007, are incorporated herein by reference.

Item 12. Exhibits 

Exhibit 99.(a)(1) is amended (i) to delete all references to the expiration date of the offer as May 28, 2008 and to replace such date with “July 28, 2008”, (ii) to delete in its entirety, section 16, entitled “Forward Looking Statements” and (iii) to delete in its entirety the paragraph with the heading “IRS Circular 230”, which is a part of section 13 entitled “Certain Material United States Federal Income Tax Consequences”.

 All references to “May 28, 2008” as the expiration date of the offer in Exhibits 99.(a)(2) through (4) incorporated by reference as Exhibits to the Schedule TO are hereby replaced with “July 28, 2008”.
 

 
*99.(a)(1)
Offer to amend and exchange
 
 
*99.(a)(2)
Cover letter to warrant holders
 
 
*99.(a)(3)
Instructions to warrant holders
 
 
*99.(a)(4)
Election Form
 
 
*99.(a)(5)
Withdrawal Form
   
** 99.(a)(6)
Press Release announcing extension of Tender Offer
   
**99.(a)(7)
Letter to warrant holders regarding amendment of Tender Offer

9
     
*
 
Previously filed.
**
 
Filed herewith
 

 
     After due 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.
 
 
EMERALD DAIRY, INC.
 
/s/.
 
 Shu Kaneko
(Name)
 
May 28, 2008
(Date)


EXHIBIT INDEX

*99.(a)(1)
 
Offer to amend and exchange
 
 
 
*99.(a)(2)
 
Cover letter to warrant holders
 
 
 
*99.(a)(3)
 
Instructions to warrant holders
 
 
 
*99.(a)(4)
 
Election Form
 
 
 
*99.(a)(5)
 
Withdrawal Form
     
** 99.(a)(6)
 
Press Release announcing extension of Tender Offer
     
**99.(a)(7)
 
Letter to warrant holders regarding amendment of Tender Offer

9
     
*
 
Previously filed.
**
 
Filed herewith


EX-99.A6 2 v115884_ex99avi.htm Unassociated Document
Exhibit 99.(a)(vi)

Emerald Dairy Extends Terms of Offer for Early Exercise of Warrants

RESTON, Va., May 28, 2008 -- (Xinhua-PR Newswire) -- Emerald Dairy Inc. (OTCBB: EMDY) announced today that the Company has extended the terms of its offer to existing warrant holders to exercise their warrants on amended terms. The offer to exercise the warrants on amended terms was scheduled to expire on May 28, 2008, but has been extended by the Company until July 28, 2008. If all of the Company’s outstanding warrants to purchase approximately 8.0 million shares are exercised according to the amended terms, the Company should receive funds for approximately $16.9 million. To date, no warrant holders have exercised their warrants under the amended terms. The Company expects to apply the proceeds from the exercise of warrants toward the cost of constructing a new production facility.

Amended terms, originally offered on April 24, 2008, include the following:

 
·
With respect to the 373,344 warrants having an exercise price of $0.94 per share, a holder accepting the offer may exercise some or all of the warrants at $0.75 per share of Common Stock;
 
·
With respect to the 1.3 million warrants having an exercise price of $1.50 per share, a holder accepting the offer may exercise some or all of the warrants at $1.20 per share of Common Stock;
 
·
With respect to the 1.4 million warrants having an exercise price of $2.04 per share, a holder accepting the offer may exercise some or all of the warrants at $1.63 per share of Common Stock; and
 
·
With respect to the 4.9 million warrants having an exercise price of $3.26 per share, a holder accepting the offer may exercise some or all of the warrants at $2.61 per share of Common Stock.

Warrant holders with questions or concerns regarding the option to exercise warrants should contact the exchange agent for the offer, John Harmann at Computershare, Inc., at 303-262-0775 or 800-962-4284 ext 5732 or by e-mail to: John.Harmann@computershare.com.
 
About Emerald Dairy Inc.:
 
Through its wholly-owned operating subsidiaries, Emerald Dairy Inc. is a producer and distributor of infant and children’s formula, milk powder and soybean products in the People’s Republic of China. The Company’s products are sold under two brand names -- “Xing An Ling” and “Yi Bai.”
 
Certain statements in this release and other written or oral statements made by or on behalf of the Company are “forward looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including market acceptance of the Company’s services and projects and the Company’s continued access to capital and other risks and uncertainties. The actual results the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These statements are based on our current expectations and speak only as of the date of such statements.
 
Contact
In the U.S.:
Ashley Ammon MacFarlane or Wei-Jung Yang
ICR, Inc.
203-682-8200
 
 
 

 
EX-99.A7 3 v115884_ex99a7.htm Unassociated Document
EXHIBIT 99.(a)(7)
 
Dear Warrant Holder:

We previously forwarded to you an Offer to Amend and Exchange, dated April 24, 2008 (the “Offer Memo”), and the related Instructions, Election Form and Withdrawal Form (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the Offer by Emerald Dairy, Inc., a Delaware corporation (the “Company”), for a period ending on May 28, 2008, unless extended, to the holders of the Company’s outstanding warrants to acquire common stock of the Company (the “Warrants”).  We have extended the Offer until July 28, 2008. You now have until July 28, 2008 to accept the Offer or, with respect to any acceptance previously or hereafter made, to withdraw such acceptance.

We hereby modify our Offer (i) to reflect July 28, 2008 as the expiration date of the Offer, (ii) to delete in its entirety, section 16 of the Offer Memo, entitled “Forward Looking Statements” and (iii) to delete in its entirety the paragraph of the Offer Memo with the heading “IRS Circular 230”, which is a part of section 13 entitled “Certain Material United States Federal Income Tax Consequences”. No other changes have been made to the Offer. It is possible that we may further extend the expiration of the Offer beyond July 28, 2008.

As previously disclosed, pursuant to the Offer, Warrant holders may  tender their Warrants for shares of common stock, par value $0.001 per share (the “Common Stock”), at a reduced exercise price as follows:

·
With respect to warrants having an exercise price of $0.94 per share, a holder accepting the Offer may exercise some or all of the warrants at $0.75 per share of Common Stock;
 
·
With respect to warrants having an exercise price of $1.50 per share, a holder accepting the Offer may exercise some or all of the warrants at $1.20 per share of Common Stock;
 
·
With respect to warrants having an exercise price of $2.04 per share, a holder accepting the Offer may exercise some or all of the warrants at $1.63 per share of Common Stock; and
 
·
With respect to warrants having an exercise price of $3.26 per share, a holder accepting the Offer may exercise some or all of the warrants at $2.61 per share of Common Stock.
 
If a holder of Warrants accepts the offer, the exercise price for the tendered warrants must be paid in cash. No cashless exercise will be permitted at these discounted exercise prices.

The purpose of this Offer is to encourage the exercise of the outstanding warrants in order to raise additional capital. We intend to apply the proceeds toward the cost of constructing a new production facility, which we believe will enable us to produce an additional 9,000 tons of milk powder in fiscal 2009, however, we will retain broad discretion over the use of the net proceeds and may use the money for other corporate purposes.
 
WARRANTS WHICH ARE NOT TENDERED WILL RETAIN THEIR CURRENT TERMS, Investing in the Company’s securities involves a high degree of risk. See “CERTAIN RISKS OF PARTICIPATING IN OUR OFFER” in the enclosed Offer Memo for a discussion of information that you should consider before tendering Warrants in this Offer. You should read the Offer Memo carefully before deciding whether or not to exercise any of your Warrants.

The Company’s Board of Directors has approved the Offer. However, neither the Company’s management nor its Board of Directors, officers, or employees makes any recommendation to any Warrant holder as to whether to exercise or refrain from exercising any Warrants. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information regarding the Offer and should consult your own investment and tax advisors to determine whether you want to exercise your Warrants and, if so, how many Warrants to exercise. In doing so, you should read carefully the information in the Offer Memo and other Offer Documents.
 

 
IT IS THE COMPANY’S CURRENT INTENT NOT TO CONDUCT ANOTHER OFFER TO PROMOTE THE EARLY EXERCISE OF THE WARRANTS, BUT THE COMPANY RESERVES THE RIGHT TO DO SO IN THE FUTURE.
 
 You may exercise some or all of your Warrants. Please follow the instructions in this document and the related documents, including the accompanying Instructions, to submit your Warrants.
 
 
Very truly yours,
 
 
 
Emerald Dairy, Inc.
 
 


CORRESP 4 filename4.htm Unassociated Document
May 28, 2008


Securities and Exchange Commission
Washington, D.C. 20549

Attn:
Michael Pressman
Special Counsel
 
Re:
Emerald Dairy, Inc.
Schedule TO-I
File No. 5-83204
 
Dear Mr. Pressman:
 
On this date, Emerald Dairy, Inc. (“the “Company”) is filing Amendment No. 1 to Schedule TO-I filed on April 24, 2008. By this letter, we are responding to the comments of the staff of the Securities and Exchange Commission (the “Commission”) to Schedule TO-I as originally filed.

This letter is in response to the letter of comment from the Commission dated May 16, 2008, the paragraphs of which are numbered consecutively. The responses to such letter set forth below have been numbered to correspond thereto.

For your convenience, we have repeated each comment immediately prior to our response below.

Item 10 Financial Statements

1.
Please explain the basis for your statement that Item 10 disclosure is not applicable to your offer. Please refer to Instruction 2 to Item 10 to Schedule TO. If Item 10 information is required, please explain how you intend to disseminate your revised materials and how long you intend to extend the offer.
 
We have amended Item 10 of Schedule TO to expressly incorporate the financial statements filed by the Company in its Annual Report on Form 10-KSB filed May 24, 2008. As you are aware, in connection with a Registration Statement on Form S-1 which the Company has filed, the Commission has issued comments to the Company’s financial statements. A number of the comments have not been resolved and the Company is working to resolve them. If the financial statements are amended as a result of the staff’s comments, we will notify the warrant holders in accordance with Rule 13-4 (d)(2) and (e)(3) that the financial statements in the Form 10-KSB incorporated by reference in the offering materials have been revised and that such revised financial statements (and any other financial statements that may be filed by the Company after the date hereof which are required to be included in Item 10 of Schedule TO) are incorporated by reference into the offering materials. The Company has extended the tender offer until July 28, 2008. However, we are prepared to further extend the offer if the staff’s comments are not resolved prior to the expiration of the offer.
 

 
2.
We note that there are currently outstanding comments on your financial statements related to the review of your Form S-1. If the revisions are made to your financial information, please explain how you intend to disseminate your revised materials and how long you intend to extend the offer.
 
Please see the response to comment 1, above.

The Company acknowledges that:

 
·
it is responsible for the adequacy and accuracy of the disclosure in the filings;

 
·
staff comments or changes to disclosure in response to comments the by staff of the Commission in the filings reviewed by the staff of the Commission do not foreclose the Commission from taking any action with respect to the filing; and

 
·
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 
     
  Very truly yours,
   
  Emerald Dairy Inc.
 
 
 
 
 
 
  By:   /s/ Shu Kaneko 
 
Shu Kaneko
   

 

 
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