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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
Chindex
International, Inc.
(Name of Issuer)
Common
Stock, $0.01 par value
(Title of Class of
Securities)
(CUSIP Number)
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Sun Rong
Fosun Industrial Co., Limited
Level 28
Three Pacific Place
1 Queens Road East
Hong Kong
China
(86)(21) 6332 0870
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With a
copy to:
John Haveman
Faegre & Benson LLP
2200 Wells Fargo Center
90 S. Seventh Street
Minneapolis, MN 55402
(612) 766-7000
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(Name, Address and
Telephone Number of Person
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Authorized to Receive
Notices and Communications)
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(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box
o
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Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 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).
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CUSIP No. 169467107
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1
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Name of Reporting Person
Fosun Industrial Co., Limited
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
WC
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Hong Kong, China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
1,970,295
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,970,295
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,970,295
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12
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Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
14.3% *
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14
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Type of Reporting Person
(See Instructions)
CO
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* The percent of class reported is based on 13,765,611 shares of the
Issuers common stock outstanding as of July 13, 2010 as reported in Amendment No.
1 to the Issuers Annual Report on Form 10-K for the fiscal year ended March
31, 2010 filed with the SEC on July 29, 2010.
2
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This
Amendment No.
2
amends the Schedule 13D
filed with the Securities and Exchange Commission (SEC) on June 17, 2010
(the Original 13D) by Fosun Industrial Co., Limited (Fosun Industrial) with
respect to the common stock, par value $0.01 per share, of Chindex
International, Inc. (the Issuer), as previously amended by Amendment
No. 1 to the Original 13D filed with the SEC on July 7, 2010. Unless otherwise stated herein, the Original
13D as amended by Amendment No. 1 remains in full force and effect. Terms used therein and not defined herein
have the meanings ascribed thereto in the Original 13D.
Item
3. Source and Amount of Funds or Other
Consideration
Item
3 is hereby further supplemented as follows:
The
aggregate purchase price of the shares of the Issuers Common Stock purchased
by Fosun Industrial since the filing of Amendment No. 1 to the Original
13D as described in Item 5(c) below was $
3,740,872
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The funds required to effect these purchases
were provided from Fosun Industrials working capital.
Item 5. Interest in Securities
of the Issuer
Item
5 is hereby amended and restated in its entirety as follows:
(a)
As described in Items 3 and 4 of the Original 13D, Fosun Industrial has entered
into a Purchase Agreement with the Issuer for the purchase of up to 1,990,447
additional shares of Common Stock. If
all of those shares are purchased, Fosun Industrials total beneficial
ownership of Common Stock would increase to 3,960,742 shares, or approximately
25.1% of the Common Stock that would then be outstanding. Whether any or all of the shares of Common
Stock covered by the Purchase Agreement will be acquired is dependent upon the
satisfaction of various closing conditions not within the control of Fosun
Industrial, and therefore Fosun Industrial disclaims beneficial ownership of
the additional 1,990,447 shares at this time.
As a result, please see Items 11 and 13 of the cover pages to this
Schedule 13D, Amendment No. 2 for the aggregate number and percentage of
shares of Common Stock that are beneficially owned by Fosun Industrial as of
July 29, 2010. The outstanding
shares of Common Stock do not include the 1,162,500 shares of Class B
Stock that are reported by the Issuer as outstanding as of July 13, 2010,
as those shares are considered a separate class of securities for these
purposes.
(b)
See Items 7 through 10 of the cover pages to this Schedule 13D, Amendment
No.
2
for the number and
percentage of shares of the Issuers Common Stock beneficially owned by Fosun
Industrial as of
July 29, 2010
as to which
there is sole or shared power to vote or direct the vote, and sole or shared
power to dispose or direct the disposition.
(c)
Since the filing of Amendment No. 1 to the Original 13D, Fosun Industrial
purchased for cash a total of
290,670
shares of the Issuers Common Stock
in open market transactions
on the dates and at the weighted average prices per share set forth on
Exhibit 99.
6
, which is
attached hereto and incorporated herein by reference. In addition, in connection with the Purchase
Agreement, Fosun Industrial has agreed to purchase up to an aggregate of
1,990,447 additional shares of Common Stock at a price of $15.00 per share for
an aggregate purchase price of up to $29,856,705. These shares are not considered beneficially
owned by Fosun Industrial at this time and are not included in the number of shares
disclosed in the cover pages to this Schedule 13D because the acquisition
of these shares by Fosun Industrial is contingent upon certain closing
conditions not within the control of Fosun Industrial.
(d)
No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
(e)
Not applicable.
Item 7. Material to Be Filed as
Exhibits
Item 7 is hereby amended and restated in its entirety as follows:
3
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Exhibit No.
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Description
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99.1
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List
of directors and executive officers of Fosun Industrial, persons controlling
Fosun Industrial and executive officers and directors of other persons in
control of Fosun Industrial (incorporated herein by reference to
Exhibit 99.1 to the Original 13D filed on June 17, 2010 by Fosun
Industrial with the SEC)..
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99.2
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Stock
Purchase Agreement, dated as of June 14, 2010, by and among Fosun
Industrial, Fosun Pharma and the Issuer (incorporated by reference to
Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with
the SEC on June 14, 2010).
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99.3
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Stockholder
Agreement, dated as of June 14, 2010, by and among Fosun Industrial,
Fosun Pharma and the Issuer (incorporated by reference to Exhibit 10.2
to the Issuers Current Report on Form 8-K filed with the SEC on
June 14, 2010).
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99.4
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Waiver
Agreement, dated as of June 15, 2010, by and among Fosun Industrial,
Fosun Pharma and the Issuer (incorporated herein by reference to
Exhibit 99.4 to the Original 13D filed on June 17, 2010 by Fosun
Industrial with the SEC).
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99.5
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Information
regarding purchases by Fosun Industrial of shares of Common Stock of Chindex
International, Inc. since the filing of the Original 13D (incorporated
herein by reference to Exhibit 99.5 to Amendment No. 1 to the
Original 13D filed on July 7, 2010 by Fosun Industrial with the SEC).
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99.6
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Information
regarding purchases by Fosun Industrial of shares of Common Stock of Chindex
International, Inc. since the filing of Amendment No. 1 to the
Original 13D (filed herewith).
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4
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Date:
July 30, 2010
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FOSUN
INDUSTRIAL CO., LIMITED
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By:
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/s/Qiyu
Chen
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Qiyu
Chen
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Chairman
of the Board of Directors
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5
EXHIBIT 99.6
PURCHASES BY FOSUN INDUSTRIAL OF SHARES OF COMMON STOCK OF
CHINDEX INTERNATIONAL, INC. SINCE THE FILING OF AMENDMENT NO. 1
TO THE ORIGINAL 13D
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Trade
Date
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Number of Shares
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Average Price Per Share
(excluding commissions) (US$)
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2010-7-8
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60,000
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12.5811
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2010-7-9
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10,670
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12.4298
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2010-7-28
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120,000
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12.759
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2010-7-29
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100,000
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13.223
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1
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