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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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(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. *)
Canadian Solar Inc.
(Name of Issuer)
Common Shares with no par value
(Title of Class of Securities)
136635109
(CUSIP Number)
Michael G. Potter, Chief Financial Officer
545 Speedvale Avenue West
Guelph, Ontario, Canada N1K 1E6
Tel: (1-519) 837-1881
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §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 person's 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 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. 136635109
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13D
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1 |
Names of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | ||
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8 |
Shared Voting Power | |||
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9 |
Sole Dispositive Power | |||
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10 |
Shared Dispositive Power | |||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person | |||
1 As a percentage of 48,314,654 Common Shares. See note 2 to Item 5, below.
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CUSIP No. 136635109
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13D
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Item 1. |
Security and Issuer. |
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This statement relates to the common shares (no par value) (the “Common Shares”), of Canadian Solar Inc. (the “Issuer”). The Issuer’s principal executive office is located at 545 Speedvale Avenue West Guelph, Ontario, Canada N1K 1E6.
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Item 2. |
Identity and Background. |
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This statement of beneficial ownership on Schedule 13D is being filed by Shawn (Xiaohua) Qu (“Mr. Qu”). Mr. Qu is a citizen of Canada and chairman of the board, president and chief executive officer of the Issuer. Mr. Qu’s business address is located at the principal office address of the Issuer.
During the last five years Mr. Qu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
Mr. Qu disclaims beneficial ownership of any Common Shares of the Issuer beneficially owned by any other person, and hereby disclaims membership in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any other person, and this Schedule 13D shall not be construed as acknowledging that Mr. Qu for any or all purposes, beneficially owns any Common Shares of the Issuer beneficially owned by any other person or is a member of such a group with any other person.
This Schedule 13D supersedes the Schedule 13G filed by Mr. Qu with the SEC on February 14, 2007, as amended by Amendment No. 1 thereto filed with the SEC on January 28, 2008, by Amendment No. 2 thereto filed with the SEC on February 6, 2009 and by Amendment No. 3 thereto filed with the SEC on February 14, 2012. | |
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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Mr. Qu is filing this Schedule 13D in relation to his voting power over Common Shares that may be issued pursuant to warrants, which first became exercisable on June 15, 2013.
The Issuer entered into a purchase agreement dated April 11, 2012 to acquire certain assets (the “Purchase Agreement”). Pursuant to the Purchase Agreement and as part of the consideration for the acquisition, the Issuer issued warrants to CIM/SP Funding, LLC, SkyPower Services ULC, 2241555 Ontario Inc., David Kassie and Kerry Adler (the “Warrant Holders”). The warrants allow the Warrant Holders to purchase an aggregate of 4,273,102 Common Shares on or after June 15, 2013 and on or before June 15, 2017 at a predetermined price.
Pursuant to a voting agreement dated June 15, 2012 (the “Voting Agreement”), each Warrant Holder agreed to vote any Common Shares issuable upon exercise of the warrants as Mr. Qu directs on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto, thereby irrevocably divested itself of all voting power in relation to the Common Shares issuable upon exercise of the warrants. Pursuant to the Voting Agreement Mr. Qu will cease to exercise his voting power of the Common Shares issuable upon exercise of the warrants when such Common Shares are transferred to an entity not affiliated with the Warrant Holders.
No additional consideration was or will be paid for Mr. Qu’s acquisition of the voting rights as the value of the voting rights was considered in determining the consideration under the Purchase Agreement and the exercise price of the warrants.
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CUSIP No. 136635109
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13D
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Item 4. |
Purpose of Transaction. |
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The information set forth in Items 3 is incorporated by reference in its entirety into this Item 4. Mr. Qu does not have any plans or proposals that would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure;
(g) Changes in the Issuer’s constitutive documents which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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Item 5. |
Interest in Securities of the Issuer. |
(a), (b) The following table sets forth Mr. Qu’s beneficial ownership of Common Shares of the Issuer.
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Name |
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Amount |
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Percentage of |
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Sole Voting |
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Shared Voting |
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Sole |
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Shared |
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Shawn (Xiaohua) Qu |
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18,038,784 |
(3) |
37.3 |
% |
18,038,784 |
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0 |
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13,765,382 |
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0 |
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(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act and includes voting or investment power with respect to the Common Shares.
(2) Percentage of beneficial ownership is based on 48,314,654 Common Shares which includes (i) 43,937,307 Common Shares outstanding as of June 15, 2013; (ii) 104,245 Common Shares issuable upon the exercise of options held by Mr. Qu and his wife, Hanbing Zhang (“Ms. Zhang”), within 60 days from June 15, 2013; and (iii) 4,273,102 Common Shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.
(3) Includes (i) 13,661,437 Common Shares directly held by Mr. Qu and Ms. Zhang; (ii) 104,245 Common Shares issuable upon the exercise of options held by Mr. Qu and Ms. Zhang within 60 days from June 15, 2013; and (iii) 4,273,102 Common Shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.
(c) During the 60 days preceding the filing of this Schedule 13D, Mr. Qu has not effected any transactions in the Common Shares.
(d) The Warrant Holders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the Common Shares issuable upon exercise of the warrants. Mr. Qu has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the other Common Shares that he beneficially owns.
(e) Not applicable.
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CUSIP No. 136635109
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13D
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
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Each of the Warrant Holders and the Issuer have executed share purchase warrants that allow the Warrant Holders to purchase an aggregate of 4,273,102 Common Shares on or after June 15, 2013 and on or before June 15, 2017 at a predetermined price. The Warrant Holders are entitled to purchase Common Shares before June 15, 2017 if the Issuer undergoes a change of control, dissolution or bankruptcy.
Pursuant to the Voting Agreement, each Warrant Holder agreed to vote any Common Shares issuable upon exercise of the warrants as Mr. Qu directs on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto, thereby irrevocably divested itself of all voting power in relation to the Common Shares issuable upon exercise of the warrants.
In addition to and separate from the facts that give rise to the filing of this Schedule 13D, Mr. Qu owns options and restricted share units of the Issuer (including those not exercisable within 60 days from June 15, 2013). For information on the options and restricted share units, please see “Item 6. Directors, Senior Management and Employees” in the Issuer’s annual report on Form 20-F for the year ended December 31, 2012 (File No. 001-33107). | |
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Item 7. |
Material to be Filed as Exhibits. |
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Exhibit 99.1: |
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Form of Share Purchase Warrant |
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Exhibit 99.2: |
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Voting Agreement dated June 15, 2012, between Canadian Solar Inc., Shawn Qu, CIM/SP Funding, LLC, SkyPower Services ULC, 2241555 Ontario Inc. and David Kassie |