- Registration of Additional Securities (up to 20%) (S-3MEF)
02 Diciembre 2009 - 5:03AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 2,
2009
Registration
No. 333-162373
SECURITIES
AND EXCHANGE COMMISSION
THE
SECURITIES ACT OF 1933
RINO
International Corporation
(Exact
name of Registrant as specified in its charter)
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Nevada
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26-4551943
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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11
Youquan Road, Zhanqian Street, Jinzhou District, Dalian,
116110
People's
Republic of China
+86-411-8766-2700
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(Address,
including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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United
Corporate Services, Inc.
c/o
Capital Corporate Services
202
South Minnesota Street
Carson
City, Nevada 89703
775-884-0490
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(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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Copies
to:
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Jenny
Y. Liu
Chief
Financial Officer
RINO
International Corporation
11
Youquan Road, Zhanqian Street
Jinzhou
District, Dalian, 116100
People's
Republic of China
+86-411-8766-2700
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Carmen
Chang, Esq.
Don
S. Williams, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
88
Century Boulevard
3801
Jin Mao Tower
Shanghai
200121, People's Republic of China
+86-
(21) 6165-1700
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Approximate
date of commencement of proposed sale to the public:
From time
to time, after the effective date of this Registration
Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
x
No. 333-162373
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If the
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If this
Form is a post-effective amendment filed pursuant to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12-b-2 of the
Exchange Act. (Check one):
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Large Accelerated
filer
o
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Accelerated Filer
o
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Non-accelerated
filer
o
(do not
check if smaller reporting company)
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Smaller reporting
company
x
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CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Amount
To Be
Registered
(1)(2)
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Proposed
Maximum
Offering
Price Per Security
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Proposed Maximum Offering Price
(1)(2)
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Amount
of Registration Fee
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Common
Stock, $0.0001 par value per share (3)
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—
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—
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—
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—
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Preferred
Stock, $0.0001 par value per share (3)
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—
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—
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—
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—
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Depository
Shares (3)
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—
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—
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—
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—
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Warrants
(4)
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—
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—
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—
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—
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Debt
Securities
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Total
(5)
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$
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29,985,000
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(5)
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100
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%(6)
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$
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29,985,000
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$
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1,674
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(7)
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(1) Or
(i) if any debt securities are issued at an original issue discount, such
greater principal amount at maturity as shall result in an aggregate initial
offering price equal to the amount to be registered or (ii) if any
securities are issued in an amount denominated in a foreign currency or
composite currency, such amount as shall result in an aggregate initial offering
price equivalent thereto in United States dollars at the time of the initial
offering.
(2) Does
not include an aggregate of $150,000,000 of common stock, preferred stock,
depositary shares, warrants and debt securities registered by RINO International
Corporation on a registration statement on Form S-3 (File No. 333-162373) that
was declared effective by the Securities and Exchange Commission on November 25,
2009. The registrant has estimated the amount to be registered and
the proposed maximum offering price solely for the purpose of a calculating the
registration fee pursuant to Rule 457(o). Exclusive of accrued
interest, if any, on the debt securities. The amount is not specified
as to each class of security pursuant to General Instruction I.D. of
Form S-3 under the Securities Act.
(3) In
addition to any securities that may be registered hereunder, we are also
registering an indeterminate number of shares of common stock, preferred stock
or depositary shares as may be issued upon conversion or exchange of the
securities issued directly hereunder. No separate consideration will
be received for any shares of common stock, preference stock or depositary
shares so issued upon conversion or exchange.
(4)
Include warrants to purchase common stock, warrants to purchase preferred stock;
warrants to purchase depository shares; and warrants to purchase debt
securities.
(5) The
proposed maximum offering price per security will be determined by us in
connection with the issuance of the securities. In no event will the
aggregate offering price of all securities issued from time to time pursuant to
this Registration Statement exceed $29,985,000 or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite
currencies. The aggregate amount of common stock registered hereunder
is further limited to that which is permissible under Rule 415(a)(4) under the
Securities Act, to the extent applicable.
(6) We
will determine the proposed maximum offering price per security in connection
with the issuance of the securities and it is not specified as to each class of
security pursuant to General Instruction I.D. of Form S-3 under the
Securities Act.
(7)
Calculated pursuant to Rule 457(o) under the Securities Act.
TABLE
OF CONTENTS
Page
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EXPLANATORY NOTE
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3
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SIGNATURES
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4
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EXHIBIT INDEX
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5
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EX-5.1:
OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL
CORPORATION
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EX-5.2:
OPINION OF HOLLAND & HART LLP
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EX-23.1(a)
and (b): CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMS
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EX-23.2: CONSENT
OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
(INCLUDED IN EXHIBIT 5.1)
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EX-23.3: CONSENT
OF HOLLAND & HART LLP (INCLUDED IN EXHIBIT 5.2)
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EXPLANATORY
NOTE
This
Registration Statement is being filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and General Instruction IV.A to Form S-3.
This
Registration Statement relates to the shelf registration statement on Form S-3
(File No. 333-162373) declared effective on November 25, 2009 by the Commission
(the “Prior Registration Statement”), and is being filed for the purpose of
increasing the dollar amount of securities registered under the Prior
Registration Statement by $29,985,000. The contents of the Prior
Registration Statement, including the exhibits thereto and each of the documents
incorporated by reference therein, are incorporated herein by reference in their
entirety.
The
required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dalian, Province of Liaoning, People’s Republic of China, on December 1,
2009.
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RINO
International Corporation
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By:
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/s/
Zou Dejun
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Zou
Dejun
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Chief
Executive Officer (Principal ExecutiveOfficer)
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By:
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/s/
Jenny Y. Liu
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Jenny
Y. Liu
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Chief
Financial Officer (Principal Financial Officer)
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By:
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/s/
Yu
Li
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Yu
Li
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Controller
(Principal Accounting Officer)
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Power
of Attorney
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Zou Dejun and Jenny Y. Liu, and each of them
individually, as his or her true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration
Statement (including post-effective amendments and registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
otherwise), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or her substitute, may
lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
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Signature
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Title
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Date
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/s/ ZOU DEJUN
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Director
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December
1, 2009
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Zou
Dejun
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/s/ QIU JIANPING
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Chairman
of the Board
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December
1, 2009
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Qiu
Jianping
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/s/ ZHANG WEIGUO
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Director
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December
1, 2009
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Zhang
Weiguo
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/s/ QUAN XIE
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Director
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December
1, 2009
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Quan
Xie
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Director
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December
1, 2009
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Kennith
Johnson
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EXHIBIT
INDEX
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5.1
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OPINION
OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL
CORPORATION
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5.2
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OPINION
OF HOLLAND & HART LLP
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23.1(a)
and (b)
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CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
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23.2
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CONSENT
OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
(INCLUDED IN EXHIBIT 5.1)
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23.3
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CONSENT
OF HOLLAND & HART LLP (INCLUDED IN EXHIBIT
5.2)
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RINO (CE) (USOTC:RINO)
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