- Amended Statement of Beneficial Ownership (SC 13D/A)
21 December 2010 - 4:59AM
Edgar (US Regulatory)
|
|
|
|
OMB Number: 3235-0145
|
|
|
Expires: February 28, 2009
|
|
|
Estimated average burden
hours per response .... 14.5
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
SIGMATRON INTERNATIONAL, INC.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Arthur Don
Greenberg Traurig, LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
(312) 456-8400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
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.
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS.
I.R.S.
Identification Nos. of Above Persons (Entities Only).
TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE
|
|
|
|
|
|
|
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)
|
|
|
|
o
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
NEVADA
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
194,094
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
194,094
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
194,094
|
|
|
|
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)
|
|
|
|
5.1%
|
|
|
|
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.
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS.
Identification Nos. of Above Persons (Entities Only).
CYRUS TANG FOUNDATION
|
|
|
|
|
|
|
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)
|
|
|
|
o
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
NEVADA
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
327,104
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
327,104
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
327,104
|
|
|
|
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)
|
|
|
|
8.6%
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
00
|
** Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of Cyrus Tang Foundation, has current voting and dispositive power.
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS.
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)
|
|
|
|
o
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
NEVADA
|
|
|
|
|
|
7.
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
327,104
|
|
|
|
|
SHARES
|
8.
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
EACH
|
9.
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
327,104
|
|
|
|
|
WITH
|
10.
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
327,104
|
|
|
|
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)
|
|
|
|
8.6%
|
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
In
|
*** Does not include any shares held by the Tang Foundation for the Research of Traditional Chinese Medicine. Pursuant to Rule 13d-4 under the Act, Cyrus Tang disclaims beneficial ownership of any and all shares held by the Tang Foundation for the Research of Traditional Chinese Medicine. However, for so long as he shall live, Cyrus Tang effectively has the power to vote and dispose of the shares held by that foundation.
ITEM 1. SECURITY AND ISSUER.
This Amendment to this statement on Schedule 13D (this Schedule 13D) relates to the common
stock, par value $0.01 per share (the Common Stock) of SigmaTron International, Inc., a Delaware
corporation (the Issuer). The principal executive office of the Issuer is located at 2201
Landmeier Road, Elk Grove Village, IL 60007.
ITEM 2. IDENTITY AND BACKGROUND.
(a)
|
|
(c) This Schedule 13D is being filed by a group consisting of the following:
|
|
(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.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
|
|
The Research Foundation holds 194,094 shares of Common Stock of the Issuer, which represents
approximately 5.1% 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 327,104 shares of Common Stock of the Issuer, which represents
approximately 8.6% 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 521,198 shares of the Common Stock of the
Issuer, which represents approximately 13.6% 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, 521,198 shares of the Common Stock of the Issuer.
|
|
(c)
|
|
During the from September 20, 2010 through October 29, 2010, each of the Research Foundation
and the Tang Foundation sold 29,336 shares of the Issuers Common Stock. In each case, such shares represent approximately 0.77% 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 1.5% 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 exectued.
|
|
|
|
This Amendment No. 6 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.
Although the Research Foundation and the Tang Foundation are managed by boards of directors,
pursuant to the charters of the Research Foundation and the Tang Foundation, Cyrus Tang, as the
sole life member of each of the Research Foundation and the Tang Foundation, has the ability to
terminate and replace the board members of the Research Foundation and the Tang Foundation in his
sole discretion. Therefore, Cyrus Tang effectively controls the decisions of both boards on all
Research Foundation and Tang Foundation matters, including decisions relating to the shares of the
Common Stock of the Issuer held by the Research Foundation and the Tang Foundation, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Schedule 13D is true, complete and correct.
Date: December 20, 2010
|
|
|
|
|
|
CYRUS TANG
|
|
|
/s/ Cyrus Tang
|
|
|
Cyrus Tang, an individual
|
|
|
|
|
|
|
TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE
|
|
|
/s/ Vytas Ambutas
|
|
|
Vytas Ambutas, Assistant Secretary
|
|
|
|
|
|
|
CYRUS TANG FOUNDATION
|
|
|
/s/ Vytas Ambutas
|
|
|
Vytas Ambutas, Assistant Secretary
|
|
|
|
|
|
|
|
|
ATTENTION:
|
|
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS.
(SEE 18 U.S.C. 1001).
|
APPENDIX A
DIRECTORS OF THE TANG FOUNDATION FOR
THE RESEARCH OF TRADITIONAL CHINESE MEDICINE
|
|
|
|
|
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.
|
APPENDIX B
DIRECTORS OF THE CYRUS TANG FOUNDATION
|
|
|
|
|
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.
|
Sigmatron (NASDAQ:SGMA)
Historical Stock Chart
From Jul 2024 to Jul 2024
Sigmatron (NASDAQ:SGMA)
Historical Stock Chart
From Jul 2023 to Jul 2024