As filed with the Securities and Exchange Commission on August 20, 2013

Registration No. 333-167090

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
POST-EFFECTIVE AMENDMENT No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
ASIA CARBON INDUSTRIES, INC.
  (Exact name of registrant as specified in its charter)

Maryland
 
 
 
26-2895795
(State or other jurisdiction
of incorporation or organization)
 
 
 
(I.R.S. employer
identification No.)

Xi Gu Nan Street, Qing Xu County, Taiyuan City
Shanxi Province, People’s Republic of China
 (Address of principal executive offices) (zip code)

Asia Carbon Industries, Inc.
2011 Incentive Stock Plan
  (Full title of the Plan)

Ms. Guoyun Yao
Chief Executive Officer
Xi Gu Nan Street, Qing Xu County, Taiyuan City
Shanxi Province, People’s Republic of China
 (Name and address of agent for service)


                     86-351-5966868                        
(Telephone number, including area code, of agent for service)

Copy to:
Elizabeth Fei Chen, Esq.
Pryor Cashman LLP
7 Times Square
New York, NY 10036-6569
(212) 421-4100

Approximate date of commencement of proposed sale to the public: Not Applicable
 
 
 
 

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 check the following box.     o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

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.     o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.     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.
(Check one):

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

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, No. 333-167090, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2010 (the “Registration Statement”), of Asia Carbon Industries, Inc., a Maryland corporation (the “Company”), and was declared effective by the SEC on October 25, 2010, is being filed to terminate the effectiveness of the Registration Statement and remove from registration all securities previously registered under the Registration Statement which have been issued but not yet resold.  The Registration Statement initially registered for resale a total of 9,202,884 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company.
In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to remove from registration all shares of Common Stock registered under the Registration Statement which remain unsold.
 
 
 
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taiyuan in the People's Republic of China on this 20 th day of August, 2013.
 

  Asia Carbon Industries, Inc.
     
 
By:
/s/ Guoyun Yao
   
Guoyun Yao
   
Chief Executive Officer
     
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement was signed by the following persons in the capacities and on the dates indicated.
 
Date: August 20, 2013
By:
/s/ Guoyun Yao
   
Guoyun Yao, Chief Executive Officer
   
(principal executive officer), Director
 

Date: August 20, 2013
By:
/s/ Elaine Zhao
   
Elaine Zhao, Chief Financial
   
and Chief Accounting Officer
(principal financial and accounting
officer), Director
 
 
Date: August 20, 2013
By:
/s/ Chunde Meng
    Chunde Meng, Director
     
     
Date: August 20, 2013
By:
/s/ Baozhu Ren
    Baozhu Ren, Director
     
     
Date: August 20, 2013
By:
/s/ Jianjun Wang
   
Jianjun Wang, Director


Date: August 20, 2013
By:
/s/ Lei Shi
   
Lei Shi, Director



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