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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. |
82661L101 |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of Above Persons (Entities Only). TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE 88-0356413 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
NEVADA | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 171,844 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 171,844 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
171,844 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
þ* | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
4.5% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
00 |
* | Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of the Tang Foundation for the Research of Traditional Chinese Medicine, has current voting and dispositive power. |
CUSIP No. |
82661L101 |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of Above Persons (Entities Only). CYRUS TANG FOUNDATION 88-0361180 |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
NEVADA | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 304,854 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 304,854 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
304,854 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
þ** | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
8.0% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
00 |
CUSIP No. |
82661L101 |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of Above Persons (Entities Only). CYRUS TANG |
||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
N/A | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
NEVADA | |||||||||||
7. | SOLE VOTING POWER | ||||||||||
NUMBER OF | 304,854 | ||||||||||
SHARES | 8. | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 304,854 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
304,854 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
þ *** | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
8.0% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
In |
ITEM 1. | SECURITY AND ISSUER. |
ITEM 2. | IDENTITY AND BACKGROUND. |
(i) | Tang Foundation for the Research of Traditional Chinese Medicine (the Research Foundation); | ||
(ii) | Cyrus Tang Foundation (the Tang Foundation); and | ||
(iii) | Cyrus Tang, an individual. |
The above are collectively referred to as the Reporting Persons. | ||
Mr. Tangs present principal occupation is President of Tang Industries, Inc., a holding company which owns, among other businesses, National Material L.P., GF Furniture, L.P. and Curatek Pharmaceuticals, L.P. Mr. Tangs business address is 8960 Spanish Ridge Avenue, Las Vegas, NV 89148. | ||
The Research Foundation is a charitable foundation formed under the laws of Nevada for the principal purpose of identifying and analyzing traditional Chinese medicine, and establishing and equipping a medical institute. The Research Foundations principal address is 8960 Spanish Ridge Avenue, Las Vegas, NV 89148. The Research Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Research Foundation are set forth in Appendix A attached hereto. Cyrus Tang is a member of the Research Foundations board of directors as well as the sole life member of the Research Foundation. As the sole life member of the Research Foundation, Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Research Foundation. | ||
The Tang Foundation is a charitable foundation formed under the laws of Nevada for the principal purpose of promoting education in the United States and China. The Tang Foundation has established numerous scholarships in the United States and China, has built over one hundred primary schools in China and continues to build additional schools. The Tang Foundations principal address is 8960 Spanish Ridge Avenue, Las Vegas, NV 89148. The Tang Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Tang Foundation are set forth in Appendix B attached hereto. Cyrus Tang is a member of the Tang Foundations board of directors as well as the sole life member of the Tang Foundation. As the sole life member of the Tang Foundation, Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Tang Foundation. | ||
(d) | During the last five years, none of Cyrus Tang nor, to the best of the Research Foundations knowledge, any of the directors of the Research Foundation, nor, to the Tang Foundations knowledge, any of the directors of the Tang Foundation, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, none of Cyrus Tang nor, to the best of the Research Foundations knowledge, any of the directors of the Research Foundation, nor, to the Tang Foundations knowledge, any of the directors of the Tang Foundation, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a |
judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | ||
(f) | Cyrus Tang is a citizen of the United States. Each director of the Research Foundation and each director of the Tang Foundation is a citizen of the United States. |
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
ITEM 4. | PURPOSE OF TRANSACTION. |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a) | The Research Foundation holds 171,844 shares of Common Stock of the Issuer, which represents approximately 4.5% of the 3,823,056 shares of Common Stock outstanding as reported by the Issuer in its most recent quarterly report on Form 10-Q. | |
The Tang Foundation holds 304,854 shares of Common Stock of the Issuer, which represents approximately 8.0% of the 3,823,056 shares of Common Stock outstanding as reported by the Issuer in its most recent quarterly report on Form 10-Q. | ||
Cyrus Tang does not hold any shares of the Common Stock of the Issuer in his individual capacity. | ||
In the aggregate, the Reporting Persons hold 476,698 shares of the Common Stock of the Issuer, which represents approximately 12.5% of the 3,823,056 shares of Common Stock outstanding as reported by the Issuer in its most recent quarterly report on Form 10-Q. | ||
(b) | As described in Item 6 below, as of the date of this filing, Cyrus Tang effectively has the sole power to vote or to direct the vote, as well as the sole power to dispose or to direct the disposition of, 476,698 shares of the Common Stock of the Issuer. | |
(c) | During the period from March 11, 2011 through April 4, 2011, each of the Research Foundation and the Tang Foundation sold 22,250 shares of the Issuers Common Stock. In each case, such shares represent approximately 0.58% of the 3,823,056 shares of Common Stock outstanding as reported by the Issuer in its most recent quarterly report on Form 10-Q, or 1.2% of such shares in the aggregate. Such transactions were effected by each of the Research Foundation and the Tang Foundation through market transactions effected by the Reporting Persons unaffiliated broker-dealer, Goldman Sachs. The Reporting Persons each filed multiple Statements of Changes in Beneficial Ownership on Form 4, the contents of which detail the price per share at which such transactions were executed. | |
This Amendment No. 7 to Schedule 13D is being filed with respect to the disposition of such shares referenced in the preceding paragraph by the Research Foundation and the Tang Foundation. As the Reporting Persons meet the definition of a group for purposes of Section 13(d) of the Act, this Schedule 13D has been filed by the Reporting Persons. | ||
(d) | None. | |
(e) | N/A. |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Date: June 28, 2011 CYRUS TANG |
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/s/ Cyrus Tang | ||||
Cyrus Tang, an individual | ||||
TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE |
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/s/ Vytas Ambutas | ||||
Vytas Ambutas, Assistant Secretary | ||||
CYRUS TANG FOUNDATION |
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/s/ Vytas Ambutas | ||||
Vytas Ambutas, Assistant Secretary | ||||
ATTENTION: | INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. (SEE 18 U.S.C. 1001). |
1. Cyrus Tang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director, President of Tang Industries, Inc. |
||
2. Michael Tang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director, Vice Chairman of National Material L.P., Cyrus Tangs son |
||
3. Stella Liang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director and employee of Tang Industries, Inc. |
1. Cyrus Tang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director, President of Tang Industries, Inc. |
||
2. Michael Tang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director, Vice Chairman of National Material L.P., Cyrus Tangs son |
||
3. Stella Liang
|
8960 Spanish Ridge Avenue Las Vegas, NV 89148 |
Director and employee of Tang Industries, Inc. |