<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PEAK INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Bermuda N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Units 3,4,5 and 7, 37th Floor
Wharf Cable Tower
9 Hoi Shing Road
Tsuen Wan
N.T., Hong Kong
(Address and telephone number of
Registrant's principal executive offices)
1997 Share Option Plan
(Full titles of the Plan)
Peak International, Inc.
2111 Kramer Lane
Austin, Texas 78758
U.S.A.
(512) 339-4684
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
Copies to:
Richard A. Drucker, Esq.
Davis Polk & Wardwell
The Hong Kong Club Building
3A Chater Road
Hong Kong
--------------------
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Amount to Maximum Maximum Amount of
Title of Each Class of Securities to be be Offering Price Aggregate Registration
Registered Registered/(1)/ Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, par value US$0.01
per Share
- -----------------------------------------------------------------------------------------------------------------------
- To be issued upon exercise of options 539,446 US$12.00 US$6,473,352 US$1,910
granted under the 1997 Share Option Plan
- -----------------------------------------------------------------------------------------------------------------------
- To be issued upon exercise of options to be 160,554 US$18.88/(2)/ US$3,031,260 US$ 895
granted under the 1997 Share Option Plan
- -----------------------------------------------------------------------------------------------------------------------
Total 700,000 -- US$9,504,612 US$2,805
=======================================================================================================================
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) under the Securities Act of 1933.
The per share price, as provided in Rule 457(c), in respect of options the
exercise price of which is not now known, was determined by reference to
the average of the high and low sale price for Peak International Limited's
shares of Common Stock reported on the Nasdaq Stock Market on December 11,
1997.
================================================================================
<PAGE>
Peak International Limited
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Peak International Limited (the "Registrant" or the "Company") hereby files
this Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 700,000 shares of the Registrant's Common
Stock, par value U.S. $0.01 per share ("Common Stock"), for issuance pursuant to
the Company's 1997 Share Option Plan (the "Plan") and such indeterminate number
of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions pursuant to
the Plan.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act") or the Securities
Exchange Act of 1934, as amended (the "1934 Act"), (Commission 1934 Act File
Number O-29332), are incorporated by reference herein:
(a) The Company's Prospectus dated November 18, 1997 filed with the
Commission pursuant to Rule 424(b) of the Securities Act (Reg. No.
333-38991);
(b) The Company's reports on Form 6-K dated August 12, 1997 and November
26, 1997, respectively; and
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing such
documents.
Any statement contained herein or made 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
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
The description relating to the Registrant's Common Stock set forth under
the heading "Description of Registrant's Securities to be Registered" in the
Company's Registration Statement on Form 8-A (Commission 1934 Act File Number O-
29332), filed with the Commission on June 16, 1997 pursuant to the Exchange Act,
is incorporated by reference herein.
2
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the provisions of the Companies Act 1981 of Bermuda and so far
as may be permitted by Bermuda law, the Registrant's Bye-laws provide that every
Director, secretary or other officer of the Registrant shall to the fullest
extent permitted by law be indemnified and secured harmless out of the assets
and profits of the Registrant from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their or any of their
heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of
their duty, or supposed duty, in their respective offices or trusts; and none of
them shall be answerable for the acts, receipts, neglects or defaults of the
other or others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Registrant shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Registrant shall or may be lodged or deposited for
safe custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Registrant shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto; provided that such
indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.
The Company has obtained an insurance policy which provides liability
coverage, including coverage for liabilities arising under the U.S. federal
securities laws, for directors and officers and which contains certain
exceptions and exclusions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Document
<C> <S>
*3.1 Memorandum of Association and Bye-Laws of the Registrant
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form F-1 (File No.333-6652) (the "IPO
Form F-1"))
*4.1 1997 Share Option Plan (Incorporated by reference to Exhibit 10.8
to the IPO Form F-1)
5.1 Opinion and consent of Conyers Dill & Pearman, Bermuda counsel to
the Registrant, as to the legality of the securities being
registered
23.1 Consent of BDO Binder
23.2 Consent of Deloitte Touche Tohmatsu
23.3 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.4 Consent of Richards Butler
24.1 Power of Attorney
</TABLE>
- -------------------
* Incorporated herein by reference.
3
<PAGE>
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on December 16, 1997.
PEAK INTERNATIONAL LIMITED
By: /s/ JERRY MO
-----------------------------------
Jerry Mo
Principal Financial Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed on December 16, 1997
by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
*
- -------------------------------
T.L. Li Principal Executive Officer
/s/ JERRY MO
- -------------------------------
Jerry Mo Principal Financial Officer and Principal Accounting Officer
*
- -------------------------------
Richard M. Brook Director
*
- -------------------------------
Robin Nicholson Director
*
- -------------------------------
Francis Leung Director
*
- -------------------------------
Hon Ying Ng Director
*
- -------------------------------
Kong Chi Wong Director
*By:
/s/ JERRY MO
- -------------------------------
Name: Jerry Mo
Attorney-in-fact
</TABLE>
5
<PAGE>
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Peak International
Limited, has signed this registration statement or amendment thereto in Austin,
Texas, on December 16, 1997.
PEAK INTERNATIONAL, INC.
By:/s/ RICHARD M. BROOK
--------------------------------
Richard M. Brook
President
6
<PAGE>
Exhibit 5.1
[letterhead of Conyers Dill & Pearman Appears Here]
16 December, 1997
Peak International Limited
Units 4,5 and 7, 37th Floor, Wharf Cable Tower
9 Hoi Shing Road
Tsuen Wan, New Territories
Hong Kong
Dear Sirs,
Peak International Limited (the "Company")
------------------------------------------
We have acted as special legal counsel in Bermuda to the Company in
connection with the preparation and filing with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to the registration under the Securities Act of up to
700,000 ordinary shares (the "Shares") with a par value of US$0.01 per Share
issuable pursuant to a share option plan (the "Plan") adopted by the Company by
resolutions in writing of the sole member of the Company effective as of 18
March, 1997 (the "Written Resolutions").
For the purposes of giving this opinion, we have examined the following
documents:
(i) a copy of the Plan;
(ii) a draft of the Registration Statement;
(iii) copies of the written resolutions of all the directors of the Company
dated 28 February, 1997, the Written Resolutions and minutes of a
meeting of the board of directors of the Company held on 18
March, 1997;
We have also reviewed the memorandum of association and the bye-laws of the
Company and such other documents and made such enquiries as the questions of law
as we have deemed necessary in order to render the opinion set forth below.
<PAGE>
We have assumed (i) the genuineness and authenticity of all signatures,
stamps and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) that the resolutions
referred to herein are full and accurate records of resolutions passed at
meetings duly convened and held in accordance with the bye-laws of the Company
and that such resolutions have not been amended or rescinded and are in full
force and effect; (iii) that there is no provision of the law of any
jurisdiction, other than Bermuda, which would have any implication in relation
to the opinions expressed herein; and (iv) the validity under the laws of the
United States of America of the Registration Statement and that the
Registration Statement has been or will be duly filed with or declared
effective by the SEC.
We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. Subject as
mentioned below, this opinion is issued solely for your benefit and is not to be
relied upon by any other person, firm or entity or in respect of any other
matter nor is it to be quoted or referred to in any document registered or filed
with any governmental authority or public body without our prior express consent
in writing save that this opinion may be filed as an exhibit to the Registration
Statement.
We express no opinion on the title in relation to the Sale Shares.
On the basis of and subject to the foregoing, we are of the opinion
that:
(1) The Company is duly incorporated and is validly existing under
the laws of Bermuda.
(2) The Shares deliverable pursuant to the Plan have been duly
authorized and, when and to the extent issued pursuant to the
exercise of options granted on the terms of the Plan and upon
receipt by the Company of full payment of the exercise price for
the Shares, will be validly issued, fully paid and non-
assessable (meaning no further sums are payable to the Company
with respect to the Shares).
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the headings
"Enforcement of Civil Liabilities", "Taxation" and "Legal Matters" in the
prospectus contained in the Registration Statement on Form F-1 (No. 333-38991)
incorporated by reference to the Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act, or the Rules and
Regulations of the SEC thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
<PAGE>
Exhibit 23.1
December 16, 1997
Board of Directors
Peak International Limited
Re: Consent of Independent Auditors
We consent to the incorporation by reference in the Company's Registration
Statement on Form S-8 dated December 16, 1997 of our report dated March 19, 1997
relating to the consolidated financial statements of Peak International Limited
for each of the two years ended March 31, 1995 and 1996, which appears in the
Company's registration statement on Form F-1 (registration no.333-38991).
/s/ BDO Binder
BDO Binder
Hong Kong
<PAGE>
Exhibit 23.2
16 December 1997
The Board of Directors
Peak International Limited
Re: Consent of Independent Auditors
We consent to the incorporation by reference in this registration statement of
Peak International Limited on Form S-8 of our report dated May 26, 1997
appearing in the registration statement on Form F-1 of Peak International
Limited (Registration No. 333-38991).
Yours faithfully,
/s/ Deloitte Touche Tohmatsu
Deloitte Touche Tohmatsu
<PAGE>
Exhibit 23.4
[letterhead of Richards Butler]
16 December 1997
BY HAND
- -------
Peak International Limited
Units 4, 5 & 7, 37/F Wharf Cable Tower
9 Hoi Shing Road
Tsuen Wan, New Territories
Hong Kong
Attn: Mr. Jerry Mo
- ------------------
Dear Sirs,
Peak International Limited - Registration Statement - Consent
- -------------------------------------------------------------
We refer to the registration statement of Peak International Limited on Form S-8
dated December 16, 1997 (the "Registration Statement").
We hereby consent to the filing of this consent as an exhibit to the
Registration Statement and to the use of our name under the captions
"Enforcement of Civil Liabilities", and "Legal Matters" in the prospectus
contained in the registration statement on Form F-1 (No. 333-38991)
incorporated by reference in the Company's Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the United States Securities Act of
1933, as amended.
Yours faithfully,
/s/ Richards Butler
RICHARDS BUTLER
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Mr. T.L. Li and Mr. Jerry Mo, of Peak
International Limited (the "Company"), and each of them his true and lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to take the following actions:
1. To execute in the name of such person, and to file with the United
States Securities and Exchange Commission, a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, for
the registration of up to 700,000 shares of common stock, par value US$0.01 per
share, of the Company, to be issued by the Company pursuant to the 1997 Share
Option Plan (the "Option Plan"), and to execute and file any and all amendments
or post-effective amendments to the Registration Statement, together with such
exhibits and other documents as such person executing the same may approve.
2. To sign such applications, certificates, consents and other documents
as may be necessary or appropriate from time to time in connection with the
qualification of the shares of common stock pursuant to the Registration
Statement under the securities or Blue Sky laws of any of the states or other
jurisdictions of the United States of America or under the securities or other
relevant laws of other jurisdictions outside the United States and to cause the
same to be filed with the securities or Blue Sky commissions of such states or
other jurisdictions or the relevant authorities in the appropriate jurisdictions
outside the United States.
3. To sign such other documents, including, without limitation, such other
appropriate documents relating to the shares and the Option Plan, to take such
other actions, and to do such other things as said agent and attorney-in-fact
may deem necessary or appropriate from time to time in connection with the
foregoing and in connection with the issuance and sale from time to time by the
Company of the Shares pursuant to the Option Plan.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney on the 16th day of December, 1997:
Name Title
- ---- -----
/s/ T.L. Li Chairman and Chief Executive Officer
- --------------------------
T.L. Li
/s/ Robin Nicholson Director
- --------------------------
Robin Nicholson
/s/ Francis Leung Director
- --------------------------
Francis Leung
/s/ Hon Ying Ng Director
- --------------------------
Hon Ying Ng
/s/ Kong Chi Wong Director
- --------------------------
Kong Chi Wong
/s/ Richard M. Brook President and Chief Operating Officer,
- -------------------------- Director
Richard M. Brook
/s/ Jerry Mo Chief Financial Officer and Controller,
- -------------------------- Director
Jerry Mo
2
