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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 1997
ZINDART LIMITED
(Translation of registrant's name into English)
FLAT C & D, 25/F., BLOCK 1
TAI PING INDUSTRIAL CENTRE
57 TING KOK ROAD
TAI PO, N.T., HONG KONG
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes X No
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A
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SUMMARY OF RECENT ANNOUNCEMENT
On November 10, 1997, Zindart Limited (the "Company") announced that
it had entered into a letter of intent to acquire Hua Yang Printing Co. Limited,
a leading printer and manufacturer of hand-assembled "pop-up" and novelty books
and a printer of packaging and paper products, through an acquisition of stock
of its parent company. A copy of the press release is attached as Exhibit 1 to
this Form 6-K and is incorporated herein by reference.
EXHIBITS
1. Press Release, dated as of November 10, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ZINDART LIMITED
Date: November 10, 1997 By: /s/ Feather S. Y. Fok
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Feather S. Y. Fok
Chief Financial Officer and
Chief Operating Officer
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EXHIBIT 1
ZINDART LIMITED TO ACQUIRE SPECIALTY BOOK AND PACKAGING MANUFACTURER
November 10, 1997 8:07 a.m. EST
HONG KONG--(BUSINESS WIRE)--November 10, 1997--Zindart Limited (NASDAQ:ZNDTY)
announced today that it has entered into a letter of intent to acquire Hua Yang
Printing Co. Limited ("Hua Yang"), a leading printer and manufacturer of
hand-assembled "pop-up" and novelty books and also a printer of packaging and
paper products, through an acquisition of the stock of its parent company.
The total consideration for the acquisition is (US) $35 million in cash and
1,000,000 new Zindart shares.
The transaction is expected to close on Jan. 1, 1998; however, 333,333 shares
of the 1,000,000 shares will be issuable upon the completion of the fiscal 1999
audit and subject to Hua Yang earning an aggregate of approximately $15.6
million in earnings before interest, taxes, and depreciation and amortization
in the two fiscal years ending March 31, 1999.
Zindart is negotiating a $35 million syndicated revolving credit facility
through Credit Suisse First Boston, which is additionally serving as a
financial advisor to Zindart in connection with the acquisition, to finance the
acquisition and to provide working capital.
Feather Fok, Chief Operating Officer and CFO of Zindart, stated, "Like Zindart,
Hua Yang has a long history of providing its international customers with
strong engineering and turn-key support and excellence in the hand-assembly by
a skilled workforce. We have an added advantage of knowing Hua Yang well, as
it supplies box packaging to our core customers Hallmark and Mattel."
"We are already exploring cooperating marketing initiatives and cross-selling
opportunities, as well as possible operating economies."
With headquarters in Hong Kong, Hua Yang has production facilities in Shenzhen,
PRC, approximately 30 miles from Hong Kong and employs a workforce of
approximately 2,500. Approximately 53% of Hua Yang's fiscal 1997's sales were
attributable to sales of hand-assembled books, consisting of board books,
pop-up books and novelty books produced for many of the world's leading
publishing houses and independent concept packagers.
Novelty books incorporate electronic devices, special materials or features,
and Hua Yang's creative staff employs turnkey services to attract customers.
Hua Yang also has been in the packaging box business since the 1960s, and
concentrates in the area of high value-added packaging boxes that involve
complicated printing techniques and hand assembly and command higher gross
margins.
Hua Yang's parent is a privately-held company whose largest shareholders are
also principal shareholders of Zindart, including the ChinaVest IV Funds and
certain limited partnerships managed by Advent International Corporation. An
independent committee of the Board of
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Directors of Zindart has been established to review the acquisition accordingly
and is being separately advised by Van Kasper & Company.
Hua Yang reported sales of approximately $33.5 million in its fiscal year ended
March 31, 1997.
Consummation of the transaction is subject to customary closing conditions
including, without limitation, (a) the execution of definitive agreements
relating to the transaction, (b) approval of the issuance of Zindart Ordinary
Shares by the shareholders of Zindart, (c) satisfactory completion of Zindart's
due diligence review of Hua Yang, (d) receipt by Zindart of a "fairness
opinion" from Van Kasper & Company, (e) completion of transaction financing and
(f) the absence of any material adverse change to Hua Yang's business,
financial condition, shareholders' equity, financial performance or prospects.
Zindart, which was founded in 1978, is a Hong Kong-based manufacturer of
high-quality detailed metal die-cast and plastic molded collectibles,
ornaments, and toys. Its major customers are located in the United States.
Zindart reported its results for the six months ended September 30, 1997 on
November 4, 1997.
Certain statements in this release are forward-looking. These statements are
subject to risks and uncertainties that could cause actual results to
materially differ from those anticipated. Risks and uncertainties include, in
addition to those discussed above and without limitation, changes in market
demand for the company's products, changes in economic conditions, construction
delays with respect to the company's new facilities, logistical problems in
consolidation production at a single facility and other risks described in the
Form 20-F for the fiscal year ended March 31, 1997. The company undertakes no
obligation to revise these forward-looking statements to reflect subsequent
events or circumstances.
Zindart prepares its financial results in U.S. dollars in accordance with U.S.
GAAP.
