SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 1999
S.W. LAM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-22049 62-1563911
- --------------------------------- -------------------- --------------------
(State or other jurisdiction (Commission File No. (IRS Employer
of incorporation or organization) Identification No.)
Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
Man Lok Street, Hunghom, Hong Kong
--------------------------------------------------------
(Address of principal executive offices)
(852) 2766 3688
--------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and formal fiscal year,
if changed since last report)
<PAGE>
Item 5. Other Events
Hang Fung Gold Technology Limited ("Hang Fung Gold"), an indirect
majority-owned subsidiary of S.W. Lam, Inc., a Nevada corporation (the
"Registrant"), and a company incorporated on December 4, 1997 as an exempted
company under the Companies Act 1981 of Bermuda, completed the offering of
78,750,000 shares (the "New Shares") of its capital stock, HK$.10 per share,
(the "Offering") on March 9, 1999. The New Shares were offered at HK$0.90 per
share for an aggregate offering price of HK$70,875,000. After deducting the
expenses in connection with the Offering, the net proceeds to Hang Fung Gold are
approximately HK$59,000,000. Hang Fung Gold is a majority-owned subsidiary of
Quality Prince Limited ("Quality Prince") which is a wholly-owned subsidiary of
the Registrant.
The Listing Committee of the Stock Exchange of Hong Kong Limited (the
"Stock Exchange") approved the listings of, and permission to deal in, (i)
315,000,000 shares, including the New Shares and 236,250,000 shares which have
been allotted or issued to Quality Prince and Phenomenal Limited in connection
with the organization and capitalization of Hang Fung Gold; and (ii) such shares
subject to the Share Option Scheme (defined below). Trading of shares of capital
stock on the Stock Exchange commenced on March 16, 1999.
The Registrant holds, through Quality Prince, 53.145% of the issued capital
stock of Hang Fung Gold, whereas Phenomenal Limited holds 21.855% of the issued
capital stock and the investing public holds the remaining 25% of the issued
capital stock of Hang Fung Gold.
In addition to the Offering, Hang Fung Gold has also adopted a share option
scheme (the "Share Option Scheme"). Under the Share Option Scheme, the board of
directors of Hang Fung Gold may grant stock options to directors, officers and
employees of Hang Fung Gold or its subsidiaries to purchase such maximum number
of shares equal to 10% of the issued and outstanding shares of capital stock of
Hang Fung Gold from time to time. The subscription price shall be the greater of
80% of the average per share closing prices of the shares on the Stock Exchange
for the five trading days immediately preceding the date of offer of the
relevant option or HK$.10 per share.
2
<PAGE>
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 hereunto duly authorized.
S.W. LAM, INC.
Date: March 16, 1999 By:/s/ Lam Sai Wing
----------------------------
Lam Sai Wing, President and
Chief Executive Officer
3
