Unassociated Document
As
filed with the Securities and Exchange Commission on December 27,
2010
Registration
No. 333-168870
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT
NO. 2
TO
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Highway
Holdings Limited
(Exact
name of registrant as specified in its charter)
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British
Virgin Islands
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NA
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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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Suite
810, Level 8, Landmark North
39 Lung
Sum Avenue
Sheung
Shui
New
Territories, Hong Kong
(852)
2344-4248
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Roland
Kohl
Chief
Executive Officer
Suite
810, Level 8, Landmark North
39 Lung
Sum Avenue
Sheung
Shui
New
Territories, Hong Kong
telephone:
(852) 2344-4248
fax:
(852) 2343-4976
roland.kohl@highwayholdings.com
(Name,
address, and telephone number of agent for service)
With
a copy to:
Istvan
Benko, Esq.
TroyGould
PC
1801
Century Park East
Suite
1600
Los
Angeles, California 90067
Telephone:
(310) 553-4441
Facsimile:
(310) 201-4746
Approximate date of commencement of
proposed sale to the public: From time to time, as determined
by the registrant, after this registration statement becomes
effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. ¨
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, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ¨
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. ¨
If this
Form is a registration statement pursuant to General Instruction I.C. 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. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be registered (1)(4)
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Proposed maximum
aggregate offering price (1)
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Amount of
registration fee (2)
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Common
Shares, $0.01 par value per share (3)
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Warrants
to purchase Common Shares
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Units
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Total
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$ |
10,000,000.00 |
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$ |
713.00 |
* |
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(1)
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The
securities registered by this registration statement may be sold
separately, together with other securities registered or as units
consisting of a combination of securities registered
hereunder. As permitted by Rule 457(o) under the Securities Act
of 1933 and General Instruction II.C to Form F-3 under the
Securities Act of 1933, the number of securities of each class of
securities registered hereunder is not specified. There is
being registered hereunder an indeterminate amount of Common Shares,
warrants to purchase Common Shares and units of the registrant as may from
time to time be issued at indeterminate prices. The maximum
offering price for each class of securities will be determined from time
to time by the registrant in connection with the issuance of the
securities registered by this registration statement. In no
event, however, will the maximum aggregate offering price of all
securities issued under this registration statement exceed $10,000,000 or
such lesser aggregate amount permitted under General
Instruction I.B.5 to Form F-3 under the Securities Act of
1933.
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(2)
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The
registration fee has been calculated in accordance with Rule 457(o) of the
Securities Act of 1933.
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(3)
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Includes
Common Shares that may be issued in primary offerings, upon the exercise
of warrants registered by this registration statement, and in conjunction
with units registered by this registration
statement.
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(4)
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Pursuant
to Rule 416 under the Securities Act of 1933, this registration statement
also registers such indeterminate amounts of securities as may be issued
upon conversion of, or in exchange for, the securities registered
hereunder and such indeterminate number of Common Shares as may be issued
from time to time upon conversion or exchange as a result of stock splits,
stock dividends or similar
transactions.
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The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities, and it is not a solicitation of any offer to buy these
securities, in any jurisdiction where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED _______, 2010
Prospectus
Highway
Holdings Limited
$10,000,000
Common
Shares
Warrants
to Purchase Common Shares
Units
We may,
from time to time, offer and sell up to $10,000,000 in the aggregate
of:
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·
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our
Common Shares, par value $0.01 per
share;
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·
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warrants
to purchase our Common Shares; and
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·
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any
combination of the Common Shares and warrants as
units.
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We will
provide the specific terms of these securities, including the price and the type
and amount of securities to be offered and sold, in a supplement to this
prospectus. You should read this prospectus and the prospectus supplement
carefully before you invest.
We may
offer and sell these securities directly to purchasers or through one or more
underwriters, dealers and agents, and on a continuous or delayed
basis. If we sell securities through underwriters, dealers or agents,
we will include their names and the fees, commissions and discounts that they
will receive, as well as the net proceeds to us, in the prospectus supplement.
This prospectus may not be used to sell our securities unless accompanied by the
prospectus supplement. The delivery of this prospectus together with
a prospectus supplement relating to the offered securities shall not constitute
an offer of any other securities covered by this prospectus.
Investing
in our securities involves risks. See “Risk Factors” on page 2 of
this prospectus and in the applicable prospectus supplement for a discussion of
the risks that you should consider before you invest in our
securities.
Our
Common Shares are traded on The NASDAQ Capital Market under the symbol
“HIHO.” As of the date of this prospectus, none of the other
securities that we may offer by this prospectus is listed on a national
securities exchange or quoted on an automated quotation system. On
December 23, 2010, the closing price for our Common Shares on The NASDAQ Capital
Market was $3.45 per share. As of December 23, 2010, the aggregate
market value of our outstanding Common Shares held by non-affiliates, or our
“public float,” was approximately $8,340,913, which was calculated based on
2,417,656 outstanding Common Shares held by non-affiliates and on a closing
price per Common Share of $3.45 on December 23, 2010. We have not
sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the
12 calendar months prior to and including the date of this
prospectus. After the date of this prospectus, we will not sell in
primary offerings under General Instruction I.B.5 of Form F-3 securities having
an aggregate market value, when added to the aggregate market value of
securities sold by us in primary offerings under General Instruction I.B.5 of
Form F-3 during the 12 calendar months immediately prior to and including the
date of sale, of more than one-third of our public float.
Neither
the Securities and Exchange Commission nor any state securities commission or
other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date
of this prospectus is ______________, 2010.
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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1
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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1
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THE
COMPANY
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3
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RISK
FACTORS
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3
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OFFER
STATISTICS AND EXPECTED TIMETABLE
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3
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CAPITALIZATION
AND INDEBTEDNESS
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4
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USE
OF PROCEEDS
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4
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INTERESTS
OF EXPERTS AND COUNSEL
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4
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MARKETS
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4
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OFFER
AND LISTING DETAILS
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5
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THE
SECURITIES THAT WE MAY OFFER
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5
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DESCRIPTION
OF COMMON SHARES
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6
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DESCRIPTION
OF WARRANTS
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7
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DESCRIPTION
OF UNITS
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8
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PLAN
OF DISTRIBUTION
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8
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DILUTION
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10
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EXPENSES
OF ISSUANCE AND DISTRIBUTION
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10
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SHARE
CAPITAL
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10
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ADDITIONAL
INFORMATION
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11
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LEGAL
MATTERS
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11
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EXPERTS
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11
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WHERE
YOU CAN FIND MORE INFORMATION
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11
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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12
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SERVICE
OF PROCESS AND ENFORCEMENT OF LIABILITIES
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12
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ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or “SEC,” utilizing a “shelf”
registration process. Under this shelf process, we may sell different types of
the securities described in this prospectus in one or more offerings up to a
total offering amount of $10,000,000.
The rules
and regulations of the SEC allow us to omit from this prospectus certain
information that is included in the registration statement. For
further information about us and our securities, you should review the
registration statement and the exhibits filed with the registration
statement. In addition, the SEC allows us to incorporate by reference
into this prospectus information in the reports and other documents that we file
with the SEC, which means that we can disclose important information to you by
referring you to those reports and other documents. The information incorporated
by reference is considered to be part of this prospectus, and information that
we later file with the SEC will automatically update and, where applicable,
modify or supersede that information. You may read the registration
statement (including its exhibits) and the reports and other documents that we
file with the SEC at the SEC’s website, www.sec.gov, or at the SEC’s Public
Reference Room described below under the heading “Where You Can Find More
Information.”
This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities under this shelf registration, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the prospectus supplement together with the additional information described
under the heading “Incorporation of Certain Information by
Reference.” To the extent that any information in the prospectus
supplement is inconsistent with the information in this prospectus, the
information in the prospectus supplement will modify or supersede this
prospectus.
This
prospectus and the related prospectus supplement do not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus and the
prospectus supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus and the prospectus supplement
is accurate as of any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct as
of any date subsequent to the date of the document incorporated by reference,
even though this prospectus and the prospectus supplement is delivered or
securities are sold on a later date.
You
should rely only on the information contained in this prospectus, in the
prospectus supplement and in any document incorporated by reference into this
prospectus. We have not authorized any salesperson, dealer or other person to
provide you with information different from that contained in this prospectus,
in the prospectus supplement or in any document incorporated by reference into
this prospectus, and you are not entitled to rely upon any such different
information.
References
in this prospectus to “Highway
Holdings,” the “Company,” “we,” “us” and “our” refer to Highway Holdings
Limited and our subsidiaries.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated herein by reference contain
forward-looking statements, and we anticipate that the related prospectus
supplement will contain forward-looking statements. These statements relate to
future events or to our future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause our actual results
to be materially different from any future results expressed or implied by the
forward-looking statements. In some cases, you can identify
forward-looking statements by the use of words such as “believe,” “anticipate,” “intend,” “plan,” “estimate,” “may,” “could,” “anticipate,” “predict,” or “expect” and similar
expressions. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks, uncertainties and other
factors that are, in many cases, beyond our control. Forward-looking
statements are not guarantees of future performance. Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors. We do not undertake any
obligation to publicly update any forward-looking statements, whether as a
result of new information, future developments or otherwise.
Factors
that may cause actual events or results to differ from those discussed in the
forward-looking statements include, without limitation, the availability of
labor and the infrastructure we need for our operations, increases in costs of
our raw materials, the effects of rapid technological changes and vigorous
competition in the markets in which we operate, changes in competition and the
pricing environment, general economic and business conditions, changes in
technology affecting our manufacturing operations, fluctuations in currency
exchange rates and other risks of operating internationally, and new
governmental regulations, as well as the other risks described in the documents
referred to above under “Risk Factors.”
THE
COMPANY
Highway
Holdings Limited is a holding company that was organized on July 20, 1990 as a
limited liability International Business Company under the laws of the British
Virgin Islands. We are primarily a fully integrated manufacturer of
high quality metal, plastic, electric and electronic components, subassemblies
and finished products for major Japanese, German and United States original
equipment manufacturers and contract manufacturers. We currently
operate through five controlled subsidiaries: Hi-Lite Camera Company Limited;
Kayser Limited; Nissin Precision Metal Manufacturing Limited; Golden Bright
Plastic Manufacturing Company Limited; and Kayser Wuxi Precision Metal
Manufacturing Limited.
All of
our manufacturing activities currently are conducted at two locations in
China. Our principal and oldest factory complex is located in Long
Hua, Shenzhen, China. Our Kayser (Wuxi) Metal Precision Manufacturing
Limited subsidiary in Wuxi, China, manufactures metal tools and parts for the
internal Chinese market.
Our
corporate administrative matters in the British Virgin Islands are conducted
through our registered agent: HWR Services Limited, P.O. Box 71, Craigmuir
Chambers, Road Town, Tortola, British Virgin Islands. Our
administrative offices for our subsidiaries are located in Hong Kong at Suite
No. 810, Level 8, Landmark North, Sheung Shui, New Territories, Hong Kong and
our telephone number there is (852) 2344-4248.
RISK
FACTORS
Investing
in our securities involves risks. Before you decide whether to
purchase any of our securities, in addition to the other information in this
prospectus and the related prospectus supplement, you should carefully consider
the risks described under the heading “Risk Factors” in our Annual Report on
Form 20-F for the fiscal year ended March 31, 2010, which is incorporated by
reference into this prospectus, as the same may be updated from time to time by
our future filings with the SEC. You should also carefully consider
any additional risks that are described in the prospectus supplement related to
the offering of our securities. If one or more of these risks
materializes, our business, financial condition and results of operations may be
adversely affected. In that event, the value of our securities could
decline.
OFFER
STATISTICS AND EXPECTED TIMETABLE
We may
offer Common Shares, warrants to purchase Common Shares, and units consisting of
a combination of any of these securities in one or more offerings up to a total
offering amount of $10,000,000, provided that we will not sell in primary
offerings under General Instruction I.B.5 of Form F-3 securities having an
aggregate market value, when added to the aggregate market value of securities
sold by us in primary offerings under General Instruction I.B.5 of Form F-3
during the 12 calendar months immediately prior to and including the date of
sale, of more than one-third of our public float. The securities
offered under this prospectus may be offered separately or together, and in
amounts, at prices and on terms to be determined at the time of sale. Our Common
Shares, warrants and units that we may offer collectively referred to in this
prospectus as the “securities.”
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth, as of June 30, 2010, our capitalization and
indebtedness (unaudited) on an actual basis. You should read this
table in conjunction with our consolidated financial statements and the related
notes included in our Annual Report on Form 20-F for the year ended March 31,
2010, which is incorporated by reference herein.
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As of June 30, 2010
(in thousands, except share and per
share data)
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US$
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Hong Kong $(1)
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DEBT:
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Total
Debt
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- |
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- |
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EQUITY:
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Common
Shares, $.01 par: Authorized – 20,000,000 shares; issued and outstanding
3,741,874
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|
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37 |
|
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288 |
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Additional
paid in capital
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11,243 |
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87,471 |
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Retained
Profits
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505 |
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3,929 |
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Accumulated
other comprehensive loss
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(13 |
) |
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(101 |
) |
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Total
Highway Holdings shareholders’ equity
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|
11,772 |
|
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|
91,587 |
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Noncontrolling
interest
|
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(64 |
) |
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(498 |
) |
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Total
Equity
|
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|
11,708 |
|
|
|
91,088 |
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Total
Capitalization
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11,708 |
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91,088 |
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(1) Amounts
in Hong Kong dollars have been translated into United States dollars (“US$”) at
the applicable rate of US$1.00 = 7.78 Hong Kong dollar as quoted by Bloomberg
Finance L.P. as of June 30, 2010. No representation is made that the Hong
Kong dollar amounts could have been, or could be, converted into US$ at that
rate, or at all.
USE
OF PROCEEDS
Unless
otherwise indicated in an accompanying prospectus supplement, the net proceeds
from the sale of the securities offered hereby will be used for general
corporate purposes, which may include working capital, capital expenditures,
development costs, strategic investments and possible acquisitions. We have not
allocated any portion of the net proceeds for any particular use at this time.
The net proceeds may be invested temporarily until they are used for their
stated purpose. Specific information concerning the use of proceeds from the
sale of any securities will be included in the prospectus supplement relating to
such securities.
INTERESTS
OF EXPERTS AND COUNSEL
No named
expert of or counselor to us was employed on a contingent basis, or owns an
amount of our Common Shares (or shares of our subsidiaries) that is material to
that person, or has a material, direct or indirect economic interest in us or
that depends of the success of the offering.
MARKETS
Our
Common Shares are traded on The NASDAQ Capital Market under the symbol “HIHO”
and are not listed for trading in any trading market outside the United
States. On December 23, 2010, the last reported sale price of our
Common Shares on The NASDAQ Capital Market was $3.45 per share. As of
December 23, 2010, there were 47 holders of record of our Common
Shares. However, we believe that there are a significantly greater
number of “street name” shareholders of the Common Shares.
If we
issue securities pursuant to this prospectus we may seek listing of the
additional issued Common Shares, or Common Shares underlying the other
securities that may be offered under this prospectus, or such other securities
themselves on The NASDAQ Capital Market. Such determination will be
made by our Board of Directors at the time of offering. There is no
assurance that approval for any such listing would be granted.
OFFER
AND LISTING DETAILS
The
offering price of the securities covered by this prospectus and the exercise
price of our warrants, as the case may be, will be established by our Board of
Directors at the time we make an offering pursuant to this
prospectus. We will provide these specific terms of these securities,
including the price and the type and amount of securities to be offered and
sold, in a supplement to this prospectus.
The
following table sets forth the high and low closing sale prices of our Common
Shares as reported by The NASDAQ Capital Market during each of the current
fiscal year.
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Quarter Ended
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High
|
|
|
Low
|
|
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September
30, 2010
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|
$ |
2.36 |
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|
$ |
1.80 |
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June
30, 2010
|
|
$ |
3.26 |
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$ |
1.75 |
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The
following table sets forth the high and low closing sale prices of our Common
Shares as reported by The NASDAQ Capital Market during each of the most recent
six months.
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Month Ended
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High
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|
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Low
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November
30, 2010
|
|
$ |
4.17 |
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$ |
2.62 |
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October
31, 2010
|
|
$ |
2.95 |
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|
$ |
1.95 |
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September
30, 2010
|
|
$ |
2.36 |
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|
$ |
1.95 |
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August
31, 2010
|
|
$ |
2.18 |
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|
$ |
1.89 |
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July
31, 2010
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|
$ |
1.99 |
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$ |
1.80 |
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June
30, 2010
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|
$ |
2.49 |
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$ |
1.75 |
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Information
regarding the historical price of our Common Shares is provided under the
heading “Offer and Listing Details” in our Annual Report on Form 20-F for the
fiscal year ended March 31, 2010, which is incorporated by reference into this
prospectus.
The
securities covered by this prospectus have been registered under the Securities
Act of 1933, as amended, and, accordingly, the certificates on instruments
evidencing these securities will not bear a legend and will not be subject to
restrictions on transferability. A description of the securities that may be
issued pursuant to this prospectus is contained below in this
prospectus.
THE
SECURITIES THAT WE MAY OFFER
We,
directly or through underwriters, dealers or agents designated by us from time
to time, may offer and sell, together or separately:
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·
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our
Common Shares, par value $0.01 per
share;
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·
|
warrants
to purchase our Common Shares; and
|
|
|
·
|
any
combination of Common Shares and warrants as
units.
|
We have
summarized below the material terms of the various types of securities that we
may offer. We will describe in the applicable prospectus supplement
the detailed terms of the securities offered by that supplement. If
indicated in the prospectus supplement, the terms of the offered securities may
differ from the terms summarized below.
DESCRIPTION
OF COMMON SHARES
The
following is a summary of the material provisions of our Common
Shares. The applicable prospectus supplement will describe, to the
extent applicable:
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·
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the
number of Common Shares we are
offering;
|
|
|
·
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the
purchase price per share;
|
|
|
·
|
whether
the Common Shares are or may be materially limited or qualified by the
rights evidenced by any other class of securities or by the provisions of
any contract or other document; and
|
|
|
·
|
any
other material terms of the
offering.
|
Our
Articles of Association only authorize registered shares and no bearer shares
are being offered. Our Articles of Association provide that our
Common Shares may be transferred subject to the compliance, to the extent
applicable, with the securities laws of the Unites States, the states thereof or
any other jurisdiction. Additional restrictions on the free
transferability of the Common Shares, if any, will be described in the
applicable prospectus supplement.
Our
authorized share capital is $200,000 divided into 20,000,000 Common Shares with
par value of $0.01 each. As of December 23, 2010, there were
3,741,874 Common Shares, outstanding, all of which were fully
paid. Our outstanding capital is described in greater detail under
“Share Capital” on page 10 of this prospectus.
Holders
of our Common Shares are entitled to one vote for each whole share on all
matters to be voted upon by members, including the election of
directors. Holders of our Common Shares do not have cumulative voting
rights in the election of directors. All of our Common Shares are
equal to each other with respect to liquidation and dividend
rights. Holders of our Common Shares are entitled to receive
dividends if and when declared by our Board of Directors out of surplus in
accordance with British Virgin Islands law. In the event of our liquidation, all
assets available for distribution to the holders of our Common Shares are
distributable among them according to their respective
holdings. Holders of our Common Shares have no preemptive rights to
purchase any additional, unissued Common Shares.
Our authorized and unissued Common
Shares are at the disposal of our Board of Directors, who may offer, allot,
grant options over or otherwise dispose of shares to such persons, at such times
and upon such terms and conditions as the Board of Directors may determine,
without additional shareholder approval.
We may
purchase, redeem or otherwise acquire and hold our own shares out of surplus or
in exchange for newly issued shares of equal value. However, no
purchase, redemption or other acquisition shall be made unless, immediately
after the purchase, redemption or other acquisition we will be able to satisfy
our liabilities as they become due in the ordinary course of business, and we
will not be insolvent.
Further
information regarding our Memorandum and Articles of Association, which govern
the rights of the holders of our Common Shares, is included under the heading
“Memorandum and Articles of Association” in our Annual Report on Form 20-F for
the year ended March 31, 2010, which is incorporated by reference into this
prospectus.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Shares is Computershare, and can be
contacted by telephone at (818) 254-3166.
DESCRIPTION
OF WARRANTS
We may
offer warrants to purchase our Common Shares. If the warrants are
issued pursuant to warrant agreements, we will so specify in the prospectus
supplement relating to the warrants.
The
following description will apply to the warrants offered by this prospectus
unless we provide otherwise in the prospectus supplement. The prospectus
supplement for a particular series of warrants may specify different or
additional terms. The forms of any warrant certificates or warrant
agreements evidencing the warrants that we issue will be filed with the SEC and
incorporated by reference into this prospectus, and you should carefully review
such documents.
The
prospectus supplement will describe the following terms of warrants to purchase
our Common Shares, to the extent applicable:
|
|
·
|
the
title of the warrants;
|
|
|
·
|
the
price at which the warrants will be issued and the exercise price of the
warrants;
|
|
|
·
|
the
aggregate number of warrants
offered;
|
|
|
·
|
the
number of our Common Shares that may be purchased upon the exercise of
each warrant;
|
|
|
·
|
the
terms of any right by us to redeem the
warrants;
|
|
|
·
|
the
date on which the right to exercise the warrants will commence and the
date on which this right will
expire;
|
|
|
·
|
the
procedures for exercising the
warrants;
|
|
|
·
|
the
terms on which the warrants may be
amended;
|
|
|
·
|
with
respect to warrants to purchase shares of our Common Shares, the terms of
any adjustments in the warrant exercise price and the number of shares of
our Common Shares purchasable upon the exercise of each warrant to be made
in certain events, including the issuance of a stock dividend to holders
of our Common Shares or a stock split, reverse stock split, combination,
subdivision or reclassification of our Common
Shares;
|
|
|
·
|
the
effect on the warrants of our merger or consolidation with another entity
or our sale of all or substantially all of our
assets;
|
|
|
·
|
the
maximum or minimum number of warrants which may be exercised at any time;
and
|
|
|
·
|
the
material United States income tax consequences applicable to the warrants
and their exercise.
|
Holders
of warrants to purchase shares of our Common Shares will not be entitled, by
virtue of being such warrant holders, to vote, consent, receive dividends,
receive notice as stockholders with respect to any meeting of stockholders for
the election of our directors or any other matter, or to exercise any rights
whatsoever as stockholders.
Warrants
may be exercised at any time up to the close of business on the expiration date
set forth in the prospectus supplement relating to the warrants offered
thereby. After the close of business on the expiration date,
unexercised warrants will become void. Upon our receipt of the
exercise price of the warrants upon the due exercise of the warrants, we will,
as soon as practicable, forward the securities purchasable upon
exercise. If less than all of the warrants represented by such
warrant certificate are exercised, a new warrant certificate will be issued for
the remaining warrants.
We
currently do not have any warrants to purchase Common Shares
outstanding.
DESCRIPTION
OF UNITS
We may
offer units that consist of a combination of the Common Shares and warrants
described in this prospectus. For example, we may elect to issue
units for a specified price per unit, with each unit consisting of one of our
Common Shares and one warrant to purchase one additional Common Share at a
specified price. The holder of a unit also will hold each security
that is included in the unit.
We
have provided in the preceding sections of this prospectus a general description
of our Common Shares and warrants that we may offer. If we elect to
offer units, we will describe the specific terms of the units in a supplement to
this prospectus. Among other things, the prospectus supplement will
describe, to the extent applicable:
|
|
·
|
the
price of each unit;
|
|
|
·
|
the
securities comprising each unit;
|
|
|
·
|
the
aggregate number of units offered;
|
|
|
·
|
any
transfer restrictions on the units, including whether the securities
comprising the units may be transferred
separately;
|
|
|
·
|
the
terms on which the units or warrants forming part of the units, may be
amended;
|
|
|
·
|
with
respect to any warrants forming part of the units, the other matters
listed above under “Description of Warrants”;
and
|
|
|
·
|
the
material United States income tax
consequences applicable to the
units.
|
PLAN
OF DISTRIBUTION
We may
sell the securities through underwriters or dealers, agents, directly to one or
more purchasers, or through a combination of these methods of sale. We will set
forth in the applicable prospectus supplement:
|
|
·
|
the
terms of the offering of the
securities;
|
|
|
·
|
the
names of any underwriters, dealers or agents involved in the sale of the
securities;
|
|
|
·
|
the
principal amount or number of securities any underwriters will subscribe
for;
|
|
|
·
|
any
delayed delivery arrangements;
|
|
|
·
|
any
applicable underwriting commissions or discounts or other items
constituting underwriter’s compensation, including the percentage such
commissions represents of the total amount of the offering and the amount
of discounts or commissions per
share;
|
|
|
·
|
any
initial public offering price;
|
|
|
·
|
any
discounts or concessions allowed or reallowed or paid to
dealers;
|
|
|
·
|
any
commissions paid to agents; and
|
|
|
·
|
any
securities exchange on which the securities may be
listed.
|
The
securities offered by us may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, market prices
prevailing at the time of sale, prices related to the prevailing market prices,
varying prices determined at the time of sale, or negotiated
prices.
We may
solicit directly offers to purchase the securities being offered by this
prospectus. We may also designate agents to solicit offers to purchase the
securities from time to time.
If we
utilize one or more dealers in the sale of the securities being offered by this
prospectus, we will sell the securities to the dealers, as principal. The
dealers may then resell the securities to the public at varying prices to be
determined by the dealers at the time of resale.
If we
utilize one or more underwriters in the sale of the securities being offered by
this prospectus, we may execute an underwriting agreement with the underwriters
at the time of sale and we will provide the name of any underwriters in the
prospectus supplement which the managing underwriters will use to make resales
of the securities to the public. The underwriters may agree to
purchase the securities from us either on a firm-commitment or best efforts
basis. In connection with the sale of the securities, we, or the
purchasers of securities for whom the underwriters may act as agents, may
compensate the underwriters in the form of underwriting discounts or
commissions. The underwriters may sell the securities to or through dealers, and
the underwriters may compensate those dealers in the form of discounts,
concessions or commissions.
With
respect to underwritten public offerings, negotiated transactions and block
trades, we will describe in the applicable prospectus supplement any
compensation we pay to underwriters, dealers or agents in connection with the
offering of the securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers. Underwriters, dealers and
agents participating in the distribution of the securities may be deemed to be
underwriters within the meaning of the Securities Act of 1933, and any discounts
and commissions received by them and any profit realized by them on resale of
the securities may be deemed to be underwriting discounts and
commissions. We may enter into agreements to indemnify underwriters,
dealers and agents against civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments they may be required to
make in respect thereof.
If we
grant warrants as compensation to a dealer, agent or underwriter in connection
with any particular offering, the warrants issued as compensation will be
substantially on the same terms as the warrants offered to investors in such
offering, except that the warrants issued as compensation will comply with FINRA
Rule 2710(g)(1) in that for a period of six months after the issuance date of
those warrants (which shall not be earlier than the closing date of the offering
pursuant to which the warrants issued as compensation are being issued), neither
the warrants issued as compensation nor any warrant shares issued upon exercise
of those warrants shall be sold, transferred, assigned, pledged, or
hypothecated, or be the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic disposition of the
securities by any person for a period of 180 days immediately following the date
of effectiveness or commencement of sales of the offering pursuant to which the
warrants issued as compensation are being issued, subject to certain
exceptions.
To
facilitate the offering of securities, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the securities. These transactions may include
over-allotments or short sales of the securities, which involve the sale by
persons participating in the offering of more securities than we sold to
them. In such circumstances, these persons would cover such
over-allotments or short positions by making purchases in the open market or by
exercising their over-allotment option. In addition, these persons
may stabilize or maintain the price of the securities by bidding for or
purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be
reclaimed if securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
The
underwriters, dealers and agents may engage in other transactions with us, or
perform other services for us, in the ordinary course of their
business.
Unless
otherwise set forth in any applicable prospectus supplements, there are no major
shareholders, officers, directors or members of our management, supervisory or
administrative bodies that intend to subscribe to the securities covered hereby,
there are no groups of targeted potential investors to whom the securities
offered hereby will be made, and none of the securities covered hereby have been
reserved for allocation to any group of targeted investors.
This
prospectus does not cover the resale of securities by selling security
holders.
DILUTION
The
specific transaction or terms upon which securities covered by this prospectus
may be issued is not known at this time. Each time we sell securities
under this prospectus, we will provide a prospectus supplement that will contain
certain specific information about the terms of that offering. In the
event that there is substantial disparity between the public offering price of
the securities to be issued and the effective cost to directors or senior
management or affiliated persons of equity securities acquired by them during
the last five years, or which they have the right to acquire, a comparison of
the public contribution in the proposed public offering and the effective cash
contributions of such persons, as well as the amount and percentage of immediate
dilution resulting from the offering, will be contained in the prospectus
supplement. We will also disclose the amount and percentage of
immediate dilution resulting from the offering, computed as the difference
between the offering price per share and the net book value per share for the
equivalent class of security, as of the latest balance sheet date.
EXPENSES
OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated costs and expenses payable by us in
connection with the registration of the securities being registered hereunder,
other than any underwriting discounts and commission and expenses reimbursed by
us. All of the amounts shown are estimates, except for the SEC
Registration Fee.
|
Description
|
|
Amount
|
|
|
SEC
Registration Fee
|
|
$ |
713.00 |
|
|
Legal
Fees and Expenses
|
|
$ |
25,000.00 |
|
|
Accounting
Fees and Expenses
|
|
$ |
60,000.00 |
|
|
Printing
and Filing Expenses
|
|
$ |
3,000.00 |
|
|
Transfer
Agent and Registrar
|
|
$ |
1,000.00 |
|
|
Miscellaneous
|
|
$ |
1,000.00 |
|
|
|
|
|
|
|
|
TOTAL
|
|
$ |
90,713.00 |
|
SHARE
CAPITAL
Our
authorized capital consists of 20,000,000 Common Shares, $0.01 par value per
share. As of March 31, 2010 and December 23, 2010, there were
3,779,674 and
3,741,874 Common Shares, respectively, outstanding, all of which were fully
paid. The number of shares outstanding as of December 23, 2010
decreased from the amount of shares outstanding as of March 31, 2010 as a result
of the Company’s retirement of 37,800 treasury shares in April
2010. Other than as disclosed elsewhere in this Registration
Statement or in our Annual Report on Form 20-F for the fiscal year ended March
31, 2010, which is incorporated by reference into this prospectus, there have
been no events in the last three years, which have changed the amount, the
number of classes, or voting rights, of our issued capital.
The
number of shares outstanding could increase by the shares issued upon the
exercise of currently issued and outstanding options. We have adopted
the 1996 Stock Option Plan that covered 600,000 Common Shares, and the 2010
Stock Option and Restricted Stock Plan that currently covers 600,000 Common
Shares. We no longer grant shares under the 1996 Stock Option
Plan. However, as of March 31, 2010, options granted under the 1996
Stock Option Plan to purchase a total of 197,500 Common Shares were still
outstanding. Both stock option plans provide for the grant of options to
purchase Common Shares to our employees, officers, directors and
consultants. The 2010 Stock Option and Restricted Stock Plan is
administered by the Compensation Committee appointed by our Board of Directors,
which determines the terms of the options granted, including the exercise price,
the number of Common Shares subject to the option and the option’s
exercisability. The weighted-average exercise price of
all outstanding options to purchase our Common Shares on March 31, 2010 was
$3.32 per share.
As of
the date of this prospectus, no warrants were outstanding.
ADDITIONAL
INFORMATION
Information
required by Item 10.B. through 10.I. of Form F-20 is included in our Annual
Report on Form 20-F for the year ended March 31, 2010, which is incorporated by
reference into this prospectus.
LEGAL
MATTERS
Harney
Westwood & Riegels will review the validity of the issuance of the
securities sold pursuant to this prospectus and the enforceability of the
securities. An opinion as to such validity and enforceability, given
on the authority of such firm as experts in the law of the British Virgin
Islands, is included with the registration statement of which this prospectus is
a part. Harney Westwood & Riegels is located at Craigmuir
Chambers, PO Box 71 Road Town, Tortola British Virgin Islands.
EXPERTS
The
audited consolidated financial statements and financial schedule appearing for
the fiscal year ended March 31, 2010 in our 2010 Annual Report on Form 20-F, and
incorporated by reference in this prospectus, have been audited by AGCA, Inc.,
an independent registered public accounting firm, as set forth in its report
thereon. The consolidated financial statements as of March 31, 2009 and for each
of the two years prior to the period ended March 31, 2009, incorporated in this
prospectus by reference from the Annual Report on Form 20-F for the year ended
March 31, 2010, have been audited by Deloitte Touche Tohmatsu, an independent
registered public accounting firm, as stated in their report which is
incorporated herein by reference. Such consolidated financial
statements have been so incorporated in reliance upon such reports of such firms
given upon their authority as experts in accounting and auditing. The
offices of Deloitte Touche Tohmatsu are located at 35/F, One Pacific Place, 88
Queensway Admiralty, Hong Kong. The
offices of AGCA, Inc. are located at 411 E. Huntington Drive, Suite 308,
Arcadia, CA 91006.
WHERE
YOU CAN FIND MORE INFORMATION
Our SEC
filings are available to the public over the Internet at the SEC’s web site at
www.sec.gov. You may also read and copy any document we file at the SEC’s public
reference room located at 100 F Street, N.E., Washington D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room
and copy charges. Also, using our website, http://www.highwayholdings.com, you
can access electronic copies of documents we file with the SEC, including the
registration statement of which this prospectus is a part, our Annual Reports on
Form 20-F and our current reports on Form 6-K, and any amendments to those
reports. Information on our website is not incorporated by reference in this
prospectus. You may also request a copy of those filings, excluding exhibits, at
no cost by writing, emailing or telephoning our principal executive office,
which is Suite 810, Level 8, Landmark North 39 Lung Sum Avenue, Sheung Shui New
Territories, Hong Kong, telephone: (852) 2344-4248.
We have
filed with the SEC a registration statement under the Securities Act of 1933, as
amended, that registers the distribution of these securities. The registration
statement, including the attached exhibits and schedules, contains additional
relevant information about us and the securities. This prospectus does not
contain all of the information set forth in the registration statement. You can
get a copy of the registration statement, at prescribed rates, from the SEC at
the address listed above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to incorporate by reference documents we file with the SEC, which
means that we can disclose information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and certain later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents:
|
|
·
|
our
Annual Report on Form 20-F for the year ended March 31,
2010;
|
|
|
·
|
the
description of our Common Shares contained in our Registration Statement
on Form 8-A, and any amendment or report subsequently filed for the
purpose of updating such
description.
|
All
annual reports we file with the SEC pursuant to the Securities Exchange Act of
1934, as amended, on Form 20-F after the date of this prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
into this prospectus and to be part hereof from the date of filing of such
documents. We may incorporate by reference any Form 6-K subsequently submitted
to the SEC by identifying in such Form 6-K that it is being incorporated by
reference into this prospectus.
We shall
undertake to provide without charge to each person to whom a copy of this
prospectus has been delivered, upon the written or oral request of any such
person to us, a copy of any or all of the documents referred to above that have
been or may be incorporated into this prospectus by reference, including
exhibits to such documents, unless such exhibits are specifically incorporated
by reference to such documents. Requests for such copies should be directed to
Suite 810, Level 8, Landmark North 39 Lung Sum Avenue, Sheung Shui New
Territories, Hong Kong, Attn: Secretary, telephone: (852)
2344-4248.
You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. This prospectus is an offer to sell
or to buy only the securities referred to in this prospectus, and only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus or any prospectus supplement is current only as of
the date on the front page of those documents. Also, you should not assume that
there has been no change in our affairs since the date of this prospectus or any
applicable prospectus supplement.
As a
foreign private issuer, we are exempt from the rules under the Exchange Act that
prescribe the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange
Act. We are not currently required under the Exchange Act of 1934 to publish
financial statements as frequently or as promptly as are United States companies
subject to the Exchange Act of 1934. We will, however, continue to furnish our
shareholders with annual reports containing audited financial statements and
will issue quarterly press releases containing unaudited results of operations
as well as such other reports as may from time to time be authorized by our
Board of Directors or as may be otherwise required.
SERVICE
OF PROCESS AND ENFORCEMENT OF LIABILITIES
We are
organized in the British Virgin Islands to take advantage of certain benefits
associated with being an exempted British Virgin Islands company, such as
political and economic stability, an effective judicial system, a favorable tax
system, the absence of exchange control or currency restrictions, and the
availability of professional and support services.
However,
certain disadvantages accompany organization in the British Virgin Islands. The
British Virgin Islands has a less developed body of securities laws as compared
to the United States and these securities laws provide significantly less
protection to investors; and British Virgin Islands companies do not have
standing to sue before the federal courts of the United States.
It may be
difficult for investors in the securities to effect service of process within
the United States upon us or to enforce against it, in courts outside the United
States, judgments of courts of the United States predicated upon civil
liabilities under the U.S. federal securities or other laws. Furthermore,
because all of our assets and all of our directors and officers are located
outside the United States, any judgment obtained in the United
States against us or any of our directors and officers may not be
collectible within the United States.
In
addition, our Articles of Association provides that any differences between us
and our members or their legal representatives relating to the intent,
construction, incidences or consequences of our Articles of Association or the
British Virgin Islands International Business Companies Act, including any
breach or alleged breach of our Articles of Association or the International
Business Companies Act, or relating to our affairs shall be resolved by
arbitration before two arbitrators (unless the parties agree to arbitrate before
one arbitrator), who shall jointly appoint an umpire.
There is
doubt as to the enforceability of civil liabilities under the Securities Act of
1933 and the Exchange Act of 1934 in original actions instituted in the Peoples
Republic of China (PRC), where the majority of our operations are located.
PRC courts may refuse to hear a claim based on a violation of
U.S. securities laws including because the PRC is not the most appropriate
forum to bring such a claim. In addition, even if a PRC court agrees to
hear a claim, it may determine that PRC law, and not U.S. law, is
applicable to the claim. If U.S. law is found to be applicable, the
content of applicable U.S. law may have to be proved in court as a fact,
which can be a time-consuming and costly process. Certain matters of procedure
will also be governed by PRC law. There is little binding case law in PRC
addressing the matters described above. Many of the same doubts apply to
similar suits that may be brought in the British Virgin Islands, and as to the
enforceability of any judgment rendered by a court in the British Virgin
Islands. Moreover, we have no assets in the British Virgin Islands that may be
used to satisfy a judgment rendered by a court located there.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by us
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, that we will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
COMMON
SHARES
WARRANTS
TO PURCHASE COMMON SHARES
UNITS
PROSPECTUS
___________,
2010
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
Memorandum and Articles of Association include provisions for the protection of
directors and officers. Articles 102 through 107 of the Articles of Association
state:
102. Subject
to the limitations hereinafter provided the Company may indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who
(a) is
or was a party or is threatened to be made a party to any threatened, pending or
completed proceedings, whether civil, criminal, administrative or investigative,
by reason of the fact that the person is or was a director, an officer or a
liquidator of the Company; or
(b) is
or was, at the request of the Company, serving as a director, officer or
liquidator of, or in any other capacity is or was acting for, another company or
a partnership, joint venture, trust or other enterprise.
103. The
Company may only indemnify a person if the person acted honestly and in good
faith with a view to the best interests of the Company and, in the case of
criminal proceedings, the person had no reasonable cause to believe that his
conduct was unlawful.
104. The
decision of the directors as to whether the person acted honestly and in good
faith and with a view to the best interests of the Company and as to whether the
person had no reasonable cause to believe that his conduct was unlawful, is, in
the absence of fraud, sufficient for the purposes of these Articles, unless a
question of law is involved.
105. The
termination of any proceedings by any judgment, order, settlement, conviction or
the entering of a nolle prosequi does not, by itself, create a presumption that
the person did not act honestly and in good faith and with a view to the best
interests of the Company or that the person had reasonable cause to believe that
his conduct was unlawful.
106. If
a person to be indemnified has been successful in defense of any proceedings
referred to above the person is entitled to be indemnified against all expenses,
including legal fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred by the person in connection with the
proceedings.
107. The
Company may purchase and maintain insurance in relation to any person who is or
was a director, an officer or a liquidator of the Company, or who at the request
of the Company is or was serving as a director, an officer or a liquidator of,
or in any capacity is or was acting for, another company or a partnership, joint
venture, trust or other enterprise, against any liability asserted against the
person and incurred by the person in that capacity, whether or not the Company
has or would have had the power to indemnify the person against the liability as
provided in these Articles.
ITEM
9. EXHIBITS.
The
following exhibits are filed as part of this registration
statement:
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Document Description
|
|
|
|
|
|
4.1
|
|
Memorandum
and Articles of Association, as amended, of Highway Holdings Limited, as
amended.(1)
|
|
|
|
|
|
4.2
|
|
Amendment
to Memorandum and Articles of Association, as filed on January 20,
2003.(2)
|
|
|
|
|
|
4.3
|
|
Form
of Amendment to Articles of Association.(3)
|
|
|
|
|
|
4.4
|
|
Form
of Warrant Agreement for Common Shares, including form of
Warrant.**
|
|
|
|
|
|
5.1
|
|
Opinion
of Harney Westwood & Riegels.*
|
|
|
|
|
|
23.1
|
|
Consent
of AGCA, Inc.*
|
|
|
|
|
|
23.2
|
|
Consent
of Deloitte Touche Tohmatsu.*
|
|
|
|
|
|
23.3
|
|
Legal
Experts (included in Exhibit 5.1).*
|
|
|
|
|
|
24.1
|
|
Power
of Attorney (included in Part II of this Registration
Statement).(4)
|
|
(1)
|
Incorporated
by reference to Exhibit 1.1 of registrant’s Form 20-F for the year ended
March 31, 2001.
|
|
(2)
|
Incorporated
by reference to Exhibit 1.2 of registrant’s Form 20-F for the year ended
March 31, 2002.
|
|
(3)
|
Incorporated
by reference to Exhibit 1.3 of registrant’s Form 20-F for the year ended
March 31, 2006.
|
|
(4)
|
Previously
filed as an exhibit to this Registration
Statement.
|
*
Filed with this registration statement.
** To be
filed, if applicable, subsequent to the effectiveness of this registration
statement (1) by an amendment to this registration statement or (2) as an
exhibit to a Report on Form 6-K and incorporated herein by
reference.
ITEM
10. UNDERTAKINGS.
Item
10. Undertakings
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that
paragraphs (i), (ii) and (iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) To
file a post effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, a post-effective amendment need not
be filed to include financial statements and information required by Section
10(a)(3) of the Act if such financial statements and information are contained
in periodic reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective
date.
(6) That,
for the purpose of determining liability of a registrant under the Securities
Act to any purchaser in the initial distribution of the securities, each
undersigned registrant undertakes that in a primary offering of securities of an
undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of an undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of an
undersigned registrant or used or referred to by an undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about an undersigned registrant or its securities provided
by or on behalf of an undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by an undersigned
registrant to the purchaser.
(7) That,
for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(8) That
for purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(9) That
for purposes of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(10) If
offering debt securities, to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of the
Trust Indenture Act (“Act”) in accordance with the rules and regulations
prescribed by the Commission under section 305(b)(2) of the Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of each registrant
pursuant to the foregoing provisions, or otherwise, each registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred or paid
by a director, officer or controlling person of a registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, that
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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 F-3 and has duly caused this Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Hong Kong, on the 27th day of December 2010.
|
HIGHWAY
HOLDINGS LIMITED
|
|
|
|
|
By
|
/s/ Roland Kohl
|
|
|
Roland
Kohl
|
|
|
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 2 to
registration statement on Form F-3 has been signed below by the following
persons in the capacities indicated on the date indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
Chairman
of the Board of Directors and Chief
|
|
December
27, 2010
|
|
Roland
Kohl
|
|
Executive
Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer and Treasurer (Principal
|
|
December
27, 2010
|
|
Alan
Chan
|
|
Financial
and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
27, 2010
|
|
Tiko
Aharonov
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
27, 2010
|
|
Uri
Bernhard Oppenheimer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
27, 2010
|
|
Shlomo
Tamir
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
27, 2010
|
|
Kevin
Yang Kuang Yu
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
27, 2010
|
|
Irene
Wong Ping Yim
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
__, 2010
|
|
Brian
Geary
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
27, 2010
|
|
George
Leung Wing Chan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Authorized
Representative in United States
|
|
December
27, 2010
|
|
George
Leung Wing Chan
|
|
|
|
|
* By
executing his name hereto, Roland Kohl is signing this Amendment No. 2 on behalf
of the persons indicated above pursuant to the powers of attorney duly executed
by such persons and filed with the Securities and Exchange Commission as part of
the Registration Statement.
|
By:
|
/s/ Roland Kohl
|
|
|
Roland
Kohl
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Document Description
|
|
|
|
|
|
4.1
|
|
Memorandum
and Articles of Association, as amended, of Highway Holdings Limited, as
amended.(1)
|
|
|
|
|
|
4.2
|
|
Amendment
to Memorandum and Articles of Association, as filed on January 20,
2003.(2)
|
|
|
|
|
|
4.3
|
|
Form
of Amendment to Articles of Association.(3)
|
|
|
|
|
|
4.4
|
|
Form
of Warrant Agreement for Common Shares, including form of
Warrant.**
|
|
|
|
|
|
5.1
|
|
Opinion
of Harney Westwood & Riegels.*
|
|
|
|
|
|
23.1
|
|
Consent
of AGCA, Inc.*
|
|
|
|
|
|
23.2
|
|
Consent
of Deloitte Touche Tohmatsu.*
|
|
|
|
|
|
23.3
|
|
Consent
of Legal Experts (included in Exhibit 5.1).*
|
|
|
|
|
|
24.1
|
|
Power
of Attorney (included in Part II of this Registration
Statement).(4)
|
|
(1)
|
Incorporated
by reference to Exhibit 1.1 of registrant’s Form 20-F for the year ended
March 31, 2001.
|
|
(2)
|
Incorporated
by reference to Exhibit 1.2 of registrant’s Form 20-F for the year ended
March 31, 2002.
|
|
(3)
|
Incorporated
by reference to Exhibit 1.3 of registrant’s Form 20-F for the year ended
March 31, 2006.
|
|
(4)
|
Previously
filed as an exhibit to this Registration
Statement.
|
* Filed
with this registration statement.
**To be
filed, if applicable, subsequent to the effectiveness of this registration
statement (1) by an amendment to this registration statement or (2) as an
exhibit to a Report on Form 6-K and incorporated herein by
reference.