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EXCEL - IDEA: XBRL DOCUMENT - TELESTONE TECHNOLOGIES CORPFinancial_Report.xls
EX-32.1 - EXHIBIT 32.1 - TELESTONE TECHNOLOGIES CORPv309683_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - TELESTONE TECHNOLOGIES CORPv309683_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - TELESTONE TECHNOLOGIES CORPv309683_ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - TELESTONE TECHNOLOGIES CORPv309683_ex31-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Amendment No. 1)

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011 

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

COMMISSION FILE NUMBER: 001-32503

 

 TELESTONE TECHNOLOGIES CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware   84-1111224
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

Floor 10, Ruida Plaza, No. 74 Lugu Road, Shi Jingshan District,

Beijing, China 100040

(Address of principal executive offices) (Zip Code)

 

86-10-6860-8335

(Issuer’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

 

Common Stock, $.001 Par Value   The NASDAQ Global Select Market
     
(Title of Class)   (Name of each exchange on which registered)

 

Securities registered under Section 12(g) of the Exchange Act: none.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting
    (Do not check if a smaller company þ
    reporting company)  

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ¨ No þ

 

The aggregate market value of the 8,829,362 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was $54,918,631 as of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $6.22 per share, as reported by The NASDAQ Stock Market, Inc. As of March 30, 2012, there were 12,333,264 shares of common stock of Telestone Technologies Corporation outstanding.

 

 

EXPLANATORY NOTE

 

The purposes of this amendment (the “Amendment”) to the Annual Report on Form 10-K of Telestone Technologies Corporation for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 30, 2012 (the “Original Form 10-K”), are to (i) correct certain discrepancies in the XBRL data files furnished with the original filing (ii) correct certain clerical errors in the beneficial ownership information in the stock ownership table in “Part III, Item 12 and (iii) correct certain clerical errors in the amount and market value of the securities held by non-affiliates found on the coverpage.

 

No other changes have been made to the Original Form 10-K other than those described above. This Amendment does not reflect subsequent events that may have occurred after the filing date of the Original Form 10-K or modify or update the disclosures made in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K.

 

 
 

 

  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information as of March 30, 2012 relating to the beneficial ownership (as defined by the rules of the SEC) of shares of common stock by (i) each person who owns beneficially more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our executive officers as of March 30, 2012, and (iv) all of our executive officers and directors as a group. 

 

   Amount and Nature of 
Beneficial Ownership(1)
 
Name of Beneficial Owner  Number 
of Shares (2)
   Percent 
of 
Voting 
Stock (3)
 
Han Daqing   3,415,902    27.70%
Cheng Guanghui   0    - 
Pan Guobin   10,000    * 
Yu Xiaoli   5,500    * 
Lu Guangjun   0    - 
He Yuanpin   0    - 
Directors and executive officers as a group (19 persons) (4)   3,431,402    27.82%

* Less than 1%

 

(1) As of March 30, 2012, there were 12,333,264 shares of common stock outstanding. Each person named above has sole investment and voting power with respect to all shares of the common stock shown as beneficially owned by the person, except as otherwise indicated below.

 

(2) Under applicable rules promulgated by the SEC pursuant to the Exchange Act, a person is deemed the “beneficial owner” of a security with regard to which the person, directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose or direct the disposition of the security, in each case irrespective of the person’s economic interest in the security. Under these SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through (x) the exercise of any option or warrant or (y) the conversion of another security.

 

(3) In determining the percent of common stock owned by a person (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 12,333,264 shares of common stock outstanding as of March 30, 2012 and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or warrants or the conversion of any other convertible securities.

 

(4) The address for the owners and management is: Floor 10, Ruida Plaza, No. 74 Lugu Road, Shi Jingshan District, Beijing, China 100040.

 

 
 

 

ITEM 15. EXHIBITS

 

Statements filed as part of this Report:

 

Exhibits

 

The following documents are filed as exhibits herewith or incorporated by reference to exhibits previously filed with the SEC:

 

Exhibit

Number

  Description of Exhibit
31.1*   Statement of Chief Executive Officer Furnished Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
   
31.2*   Statement of Chief Financial Officer Furnished Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
   
32.1*   Statement of Chief Executive Officer Furnished Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
   
32.2*   Statement of Chief Financial Officer Furnished Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
   
101.INS†  

XBRL Instance Document

   
101.SCH†   

XBRL Taxonomy Extension Schema Document

   
101.CAL†  

XBRL Taxonomy Extension Calculation Linkbase Document

   
101.DEF†  

XBRL Taxonomy Extension Definition Linkbase Document

   
101.LAB†  

XBRL Taxonomy Extension Label Linkbase Document

   
101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

†Furnished herewith. 

 

 
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TELESTONE TECHNOLOGIES CORPORATION
     
Date: April 24, 2012 By: /s/ Han Daqing
    Han Daqing
    Chief Executive Officer
    (Principal Executive Officer)
     
Date: April 24, 2012 By: /s/ Yu Xiaoli
    By: Yu Xiaoli
    Han Daqing
    Chief Financial Officer
    (Principal Accounting and Financial Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Han Daqing   Director, Chief Executive Officer President & Chairman   April 24, 2012
Han Daqing   (Principal Executive Officer)    
         
/s/ Yu Xiaoli   Chief Financial Officer   April 24, 2012
Yu Xiaoli   (Principal Accounting and Financial Officer)    
         
*   Director   April 24, 2012
Lu Guangjun        
         
*   Director   April 24, 2012
He Yuanping        
         
*   Director   April 24, 2012
Cheng Guanghui        
         
*   Director   April 24, 2012
Pan Guobin        

 

* By: /s/ Han Daqing  
  Han Daqing  
  As Attorney-in-Fact