PROSPECTUS
India Globalization Capital, Inc.
530,000 Shares of Common Stock
This prospectus relates to the resale by the selling
stockholders identified in this prospectus (the “Selling Stockholders”) of up to
530,000 shares of common stock. All of the shares, when sold, will be sold by
these Selling Stockholders. The shares of common stock offered by the Selling
Stockholders to which this prospectus relates may be sold from time to time by
and for the accounts of the Selling Stockholders named in this prospectus or in
supplements to this prospectus. The Selling Stockholders may sell all or a
portion of these shares from time to time through public or private transactions
at prevailing market prices, at prices related to prevailing market prices or at
privately negotiated prices. The Selling Stockholders may be deemed
underwriters of the shares of common stock, which they are offering. We
will pay the expenses of registering these shares.
The Company is not selling any shares of common stock in
this offering and therefore will not receive any of the proceeds from the sale
of the shares of common stock offered by the Selling Stockholders.
Our units, shares of common stock and warrants are
currently traded on the NYSE Amex under the symbols “IGC-U,” “IGC” and “IGC-WS,”
respectively. As of February 2, 2010, the closing sale price of our common stock
was $1.37, the closing sale price of our warrants was $0.06. As
of December 31, 2009, the last date of a recorded sale of our units, the closing
sale price of our units was $1.41.
IGC is a Maryland corporation formed on April 29,
2005. Our offices are located at 4336 Montgomery Avenue, Bethesda, Maryland
20814. Our telephone number is (301) 983-0998.
No underwriter or person has been engaged to facilitate the
sale of shares of common stock in this offering. None of the proceeds from the
sale of stock by the selling stockholders will be placed in escrow, trust or any
similar account.
We may amend or supplement this prospectus from time to
time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your
investment decision.
Investing in our securities involves risks that you should
consider as described in our most recent Annual Report on Form 10-K, and as
described or may be described in any subsequent Quarterly Report on Form 10-Q or
Current Report on Form 8-K, which are incorporated by reference into this
prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is February 5, 2010
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You should rely only on the information contained or
incorporated by reference in this prospectus. We have not, and the selling
stockholders have not, authorized anyone to provide you with different
information. This prospectus is not an offer to sell, nor is it seeking an offer
to buy, these securities in any state where the offer or sale is not
permitted.
This summary highlights certain information appearing
elsewhere in this prospectus. This summary does not contain all the information
you should consider before investing in the securities. Before making an
investment decision, you should read the entire prospectus carefully together with the documents
incorporated by reference into this prospectus and described in “Information
Incorporated by Reference” and the additional information described under the
heading “Where You Can Find More Information.” Unless otherwise stated in
this prospectus, references to “registrant,” “we,” “us” or “our company” refer
to India Globalization Capital, Inc. and its subsidiaries.
Background
of India Globalization Capital, Inc.
(IGC)
IGC, a Maryland corporation, was organized on
April 29, 2005 as a blank check company formed for the purpose of acquiring
one or more businesses with operations primarily in India through a merger,
capital stock exchange, asset acquisition or other similar business combination
or acquisition. On March 8, 2006, we completed an initial public
offering. On February 19, 2007, we incorporated India Globalization
Capital, Mauritius, Limited (IGC-M), a wholly owned subsidiary, under the laws
of Mauritius. On March 7, 2008, we consummated the acquisition of 63%
of the equity of Sricon Infrastructure Private Limited (Sricon) and 77% of the
equity of Techni Bharathi Limited (TBL). The shares of the two Indian companies,
Sricon and TBL, are held by IGC-M.
Most of the shares of Sricon and TBL acquired by IGC were
purchased directly from the companies. IGC purchased a portion of the shares
from the existing owners of the companies. The founders and
management of Sricon own 37% of Sricon and the founders and management of TBL
own 23% of TBL.
In connection with the acquisitions, IGC borrowed
approximately $17,000,000 from Sricon. As the money was
borrowed from Sricon, the repayment of the loan would not leave the consolidated
balance sheet but would go towards expansion capital for the
subsidiary. However, non repayment could result in a decrease of our
ownership of Sricon
The acquisitions were accounted for under the purchase
method of accounting. Under this method of accounting, for accounting
and financial purposes, IGC-M, Limited was treated as the acquiring entity and
Sricon and TBL as the acquired entities. The financial statements
provided here and going forward are the consolidated statements of IGC, which
include IGC-M, Sricon, TBL and our
other subsidiaries. However, historical description of our
business for periods and dates prior to March 7, 2008 include information on
Sricon and TBL.
Unless the context requires otherwise, all references in
this report to the “Company”, “IGC”, “we”, “our”, and “us” refer to India
Globalization Capital, Inc, together with its wholly owned subsidiary IGC-M, and
its direct and indirect subsidiaries (Sricon, TBL, IGC-IMT, IGC-MPL and
IGC-LPL).
Background of Indian Subsidiaries
Sricon
Infrastructure Private Limited (“Sricon”) was incorporated as a private limited
company on March 3, 1997 in Nagpur, India. Sricon is an engineering
and construction company that is engaged in three business areas: 1) civil
construction of highways and other heavy construction, 2) mining and quarrying
and 3) the construction and maintenance of high temperature cement and steel
plants. Sricon present and past clients include various Indian
government organizations.
Techni Bharathi Limited (“TBL”) was incorporated as a
public (but not listed on the stock market) limited company on June 19, 1982 in
Cochin, India. TBL is an engineering and construction company engaged
in the execution of civil construction and structural engineering
projects. TBL has a focus in the Indian states of Andhra Pradesh,
Karnataka, Assam and Tamil Nadu. Its present and past clients include various
Indian government organizations.
Indian IGC Materials, Private Limited (IGC-MPL)
and IGC Logistics, Private Limited (IGC-LPL), are based in Nagpur
India and were incorporated in June 2009. They are wholly owned
subsidiaries of IGC-M. The two companies focus on infrastructure
materials like rock aggregate, bricks, concrete and other material as well as
the logistical support for the transportation of infrastructure
material. IGC India Mining and Trading (IGC IMT) was incorporated in
December 2008 in Chennai, India. IGC-IMT is involved with the
export of iron ore to China.
Our approach is to offer a suite of services to customers
involving construction as well as sale and transportation of
materials.
Our principal executive offices are located at 4336
Montgomery Ave, Bethesda, Maryland 20814 and our telephone number is
(301) 983-0998.
We maintain a website at http:/ www.indiaglobalcap.com.
The information contained on our website is not incorporated by reference
in this prospectus supplement or the accompanying prospectus, and you should not
consider it a part of this prospectus supplement or the accompanying
prospectus.
For additional information about us, you should refer to
the information described in “Where You Can Find More Information” in this
prospectus.
We have agreed to register 530,000 shares owned by the
Selling Stockholders.
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Shares of common stock offered for
resale:
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530,000 shares
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Number of shares of
common stock outstanding
at 12/31/09:
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12,898,291 shares1
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NYSE Amex symbols:
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Units:
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IGC-U
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Common Stock:
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IGC
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Warrants:
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IGC-WS
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Offering proceeds:
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We will not receive any proceeds from the resale of
shares of common stock by the Selling
Stockholders.
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1
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Based on 12,898,291 shares outstanding as of December
31, 2009. Excludes 11,855,122 shares of our common stock issuable
upon the exercise of warrants outstanding as of December 31, 2009, an
aggregate of 1,500,000 shares issuable upon the exercise of a unit
purchase option (“UPO”) issued to the underwriter of our public offering
and upon the exercise of warrants issuable upon the exercise of the UPO,
268,800 shares of our common stock issuable upon the exercise of
warrants issued in a registered direct offering and outstanding as of
December 31, 2009, 1,491,820 shares of our common stock issuable upon the
exercise of options issued under our stock incentive plan and outstanding
as of December 31, 2009, and 289,443 shares of common stock available
for future issuance under our stock incentive plan as of December 31,
2009.
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You should carefully consider the
risk factors described in our Annual Report on Form 10-K for the year ended
March 31, 2009, as well as the other information contained or incorporated
by reference in this prospectus or any supplement thereto before deciding to
invest in the common stock. The occurrence of any of the events or actions
described in these risk factors may have a material adverse effect on our
business or financial performance.
SPECIAL NOTE ABOUT
FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus, the documents
incorporated by reference into this prospectus and in any prospectus supplement
may be deemed “forward-looking statements” within the meaning of
Section 21E of the Exchange Act, and Section 27A of the Securities
Act. All statements, other than statements of historical fact, that address
activities, events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future are forward-looking statements. Such
statements are based upon certain assumptions and assessments made by us in
light of our experience and our perception of historical trends, current
conditions and expected future developments. Actual results and the timing of
events may differ significantly from those projected in such forward-looking
statements due to a number of factors, including those set forth in the sections
entitled “Risk Factors” in our most recent Annual Report on Form 10-K and any
subsequent Quarterly Report on Form 10-Q, which are incorporated by reference
into this prospectus.
We will not receive any proceeds from the resale of shares
of common stock by the Selling Stockholders.
The following tables set forth information with respect to
the beneficial ownership of our common stock by the Selling Stockholders as of
December 31, 2009. Beneficial ownership is determined in accordance with SEC
rules, and generally includes voting or investment power with respect to
securities. Except as set forth below, the Selling Stockholders have not held
any position nor had any material relationship with us or our affiliates during
the past three years. The Selling Stockholders have advised the
Company that they are not a registered broker-dealer or an affiliate of a
registered broker-dealer.
The Selling Stockholders, if they desire, may dispose of
the shares and warrants covered by this prospectus from time to time at such
prices as they may choose. Before a stockholder not named below may use this
prospectus in connection with an offering of shares, this prospectus must be
amended or supplemented to include the name and number of shares beneficially
owned by the selling stockholder and the number of shares to be offered. Any
amended or supplemented prospectus also will disclose whether any selling
stockholder named in that amended or supplemented prospectus has held any
position, office or other material relationship with us or any of our
predecessors or affiliates during the three years prior to the date of the
amended or supplemented prospectus.
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Beneficial Ownership of Selling Stockholders Before
this Offering
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Number of
Shares of Common Stock
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Beneficial Ownership Upon Completion of this Offering
(Assuming all Shares of Common Stock Offered hereby are
Sold)
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Number of
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Being
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Number of
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Name
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Shares
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Percent
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Offered
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Shares
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Percent
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Bricoleur Partners L.P. (1)
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530,000
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4.11%
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530,000
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0
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*
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*Less than 1%.
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(1)
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Robert M. Poole exercises voting and investment
control over the securities to be offered for resale by the Selling
Stockholder.
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Bricoleur Partners L.P. (“Bricoleur”) received the shares
of common stock being registered hereunder for resale in connection with a
certain Note and Share Purchase Agreement (the “Note and Share Purchase
Agreement”), effective as of October 16, 2009, by and among IGC and Bricoleur
pursuant to which we sold a promissory note in the principal amount of
$2,000,000 and the shares to Bricoleur for $2,000,000. In connection with the
Note and Share Purchase Agreement, we entered into a Registration Rights
Agreement (the “Registration Rights Agreement”) effective as of October 16,
2009, with Bricoleur, pursuant to which Bricoleur has the right to have the
shares of common stock being registered hereunder registered with the Securities
and Exchange Commission, as well as customary piggyback registration
rights.
The Selling Stockholders may, from time to time, sell any
or all of their shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. The Selling Stockholders may use any one
or more of the following methods when selling shares:
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Ordinary brokerage transactions and transactions in
which the broker-dealer solicits purchasers;
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Block trades in which the broker dealer will attempt
to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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Purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;
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An exchange distribution in accordance with the rules
of the applicable exchange;
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Privately negotiated transactions;
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Short sales;
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Broker-dealers may agree with the Selling
Stockholders to sell a specified number of such shares at a stipulated
price per share or warrant;
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A combination of any such methods of sale;
and
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Any other method permitted pursuant to applicable
law.
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The Selling Stockholders may also sell shares under
Rule 144 under the Securities Act, if available, rather than under this
prospectus.
Broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The Selling Stockholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved. Any profits on the resale of shares of common stock by a
broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by a Selling Stockholder. The Selling Stockholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of shares if liabilities are imposed on that person under the Securities
Act.
The Selling Stockholders may from time to time pledge or
grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus after we have filed a supplement to this
prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act supplementing or amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
The Selling Stockholders also may transfer the shares of
common stock or warrants in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus and may sell the shares of common stock or
warrants from time to time under this prospectus after we have filed a
supplement to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act supplementing or amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.
The Selling Stockholders and any broker-dealers or agents
that are involved in selling the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities
Act.
We are required to pay all fees and expenses incident to
the registration of the shares of common stock. We have agreed to indemnify the
Selling Stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.
The Selling Stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their shares of common
stock, nor is there an underwriter or coordinating broker acting in connection
with a proposed sale of shares of common stock by any Selling Stockholder. If we
are notified by any Selling Stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of common stock, if
required, we will file a supplement to this prospectus. If the Selling
Stockholders use this prospectus for any sale of the shares of common stock,
they will be subject to the prospectus delivery requirements of the Securities
Act.
The anti-manipulation rules of Regulation M under the
Exchange Act of 1934 may apply to sales of our common stock and activities
of the Selling Stockholders.
The validity of the securities offered in this prospectus
is being passed upon for us by Seyfarth Shaw LLP, Chicago,
Illinois.
The consolidated financial statements of IGC for the years
ending March 31, 2009 and March 31, 2008 have been incorporated by
reference herein and in the registration statement in reliance upon the reports
of Yoganandh & Ram, an independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as an
expert in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company
and file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission, or SEC. In addition, we
have filed with the SEC a Registration Statement on Form S-3, of which this
prospectus is a part, under the Securities Act with respect to the securities
offered hereby. This prospectus does not contain all of the information set
forth in the registration statement or the exhibits which are a part of the
registration statement. You may read and copy the registration statement and any
document we file with the SEC at the public reference room maintained by the SEC
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our
filings with the SEC are also available to the public through the SEC’s Internet
site at http://www.sec.gov.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The following documents filed with the SEC (Commission
File No. 001-32830) by
India Globalization Capital, Inc. (the “Company”) pursuant to the Securities Act
of 1933, as amended (the “Securities Act:”) and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are hereby incorporated by reference in
this registration statement:
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Our Annual Report on Form 10-K for the fiscal year
ended March 31, 2009, filed with the Securities and Exchange
Commission on July 14, 2009
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Our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009, filed with the Securities and Exchange Commission on
August 12, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 17, 2009, as amended by
our Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on September 17, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 8, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 21, 2009
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Our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, filed with the Securities and Exchange
Commission on November 12, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 13, 2009
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Our Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 6, 2010
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The description of our common stock contained in our
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act on March 7,
2006.
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All reports and other documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), after the date hereof and prior to
the termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and other
documents. Unless expressly incorporated into this Registration Statement, a
report furnished but not filed on Form 8-K shall not be incorporated by
reference into this Registration Statement. Any document, or any statement
contained in a document, incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a document or statement contained
herein, or in any other subsequently filed document that also is deemed to be
incorporated by reference herein, modifies or supersedes such document or
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Subject to the foregoing, all information appearing in this
Registration Statement is qualified in its entirety by the information appearing
in the documents incorporated by reference.
Copies of the above documents including exhibits
which are specifically incorporated by reference into such documents but
excluding other exhibits to such documents) may be obtained without charge upon
written or oral request to:
India Globalization Capital, Inc.
Attn: Corporate Secretary
4336 Montgomery Ave
Bethesda, Maryland 20814
(301) 983-0998
No
dealer, salesperson, or other person has been authorized to give any information
or to make any representation not contained in this prospectus, and, if given or
made, such information and representation should not be relied upon as having
been authorized by us or any selling stockholder. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered by this prospectus in any jurisdiction or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall under any circumstances create
an implication that there has been no change in the facts set forth in this
prospectus or in our affairs since the date hereof.
INDIA GLOBALIZATION CAPITAL, INC.
530,000 Shares of Common Stock
PROSPECTUS