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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13A-16 or 15D-16 of the
Securities Exchange Act of 1934
For the month of February 1999
PEAK INTERNATIONAL LIMITED
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Units 3, 4, 5 and 7, 37/th/ Floor, Wharf
Cable Tower, 9 Hoi Shing Road,
Tsuen Wan N.T., Hong Kong
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(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of 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 No X
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On February 10, 1999, The Chairman of the Board of Directors of Peak
International Limited, a Bermuda company, ("Peak") sent notice of a special
general meeting to Peak's shareholders. Pursuant to that notice, the meeting is
to be held at 9:00 a.m. (Hong Kong time) on March 1, 1999 at 20/th/ Floor,
Alexandra House, 16-20 Charter Road, Central, Hong Kong. The first item of
business at the meeting will be the amendment of Peak's Bye-laws to allow
removal of a director from office by a simple majority vote of Peak's
shareholders, rather than a 75% vote, as is currently required. The second item
of business at the meeting will be a vote upon the removal of Richard Brook from
Peak's Board of Directors.
The Chairman indicated that he intends to vote all of his shares in
favor of both items, each of which will require a simple majority to pass.
The notice specified that shareholders could vote in person, or by
proxy, but that Peak would not be soliciting proxies and a form of proxy would
not be sent to the shareholders.
Concurrently, Peak gave the shareholders formal notice of the special
general meeting by mail, in accordance with Peak's Bye-laws and with applicable
Bermuda law.
Peak is a leading supplier of precision engineered packaging products
for the storage, transportation, and automated handling of semiconductor devices
and electronic components.
Peak files the following exhibit as part of this Report:
Exhibit 99.1 Copy of the Notice of Special General Meeting, dated
February 10, 1999, issued by Peak, giving notice of the matters stated
therein.
Exhibit 99.2 Copy of the Letter from the Chairman, dated February
10, 1999, sent by T.L. Li.
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PEAK INTERNATIONAL LIMITED
Date: March 1, 1999 By: /s/ JERRY MO
_________________________________________
Jerry Mo
Chief Financial Officer
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EXHIBIT 99.1
[LOGO OF PEAK INTERNATIONAL APPEARS HERE]
NOTICE OF SPECIAL GENERAL MEETING
PEAK INTERNATIONAL LIMITED
(incorporated in Bermuda with limited liability)
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THE BOARD OF DIRECTORS IS NOT
SOLICITING PROXIES
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NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of Peak
International Limited (the "Company") will be held at 20th Floor, Alexandra
House, 16-20 Chater Road, Central, Hong Kong on 1 March, 1999 at 9:00 a.m.
(Hong Kong time) for the purpose of considering and, if thought fit, passing
the following resolutions:
1. THAT bye-law 86(4) of the Company's bye-laws be deleted and the following
bye-law substituted therefor:--
"86(4). The Members may, at any general meeting convened and held in
accordance with these Bye-laws, by a resolution which has been passed by a
majority of the votes cast by the Members having a right to attend and vote
at such meeting remove a Director at any time before the expiration of his
period of office notwithstanding anything in these Bye-laws or in any
agreement between the Company and such Director (but without prejudice to
any claim for damages under any such agreement) provided that the Notice of
any such meeting convened for the purpose of removing a Director shall
contain a statement of the intention so to do and be served on such
Director fourteen (14) days before the meeting and at such meeting such
Director shall be entitled to be heard on the motion for his removal."
2. THAT Richard Brook be and is hereby removed as a director of the Company
with immediate effect.
By Order of the Board
Chairman
Dated: 10 February, 1999
Notes :
(i) A member of the Company entitled to attend and vote at the Meeting is
entitled to appoint a proxy to attend and vote instead of him. A proxy
need not be a member of the Company. Completion and return of a form of
proxy does not preclude a member from attending and voting at the Meeting
in person.
(ii) To be valid, a form of proxy for the Meeting, together with the power of
attorney or other authority (if any) under which it is signed (or a
certified copy thereof), must be deposited with Mr. David Lamb at Conyers
Dill & Pearman at 3408, Two Exchange Square, 8 Connaught Place, Central,
Hong Kong not less than 48 hours before the time appointed for holding
the Meeting and in default the proxy shall not be treated as valid.
(iii) In order to amend bye-law 86(4) and in order subsequently to remove
Richard Brook as a director, the resolutions must be passed by a simple
majority of votes cast by members attending and voting (in person or by
proxy) at the Meeting. All of the shares of Mr. T. L. Li (which
represent a majority) will be voted in favour of the amendment to bye-
law 86(4) and the subsequent removal of Richard Brook as a director.
(iv) In the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the vote(s) of the other joint holder(s) and for this
purpose, seniority shall be determined by the order in which the names
stand in the Register of Members of the Company.
(v) Pursuant to bye-law 45 of the Company's bye-laws, the Board of Directors
has set 2 February, 1999 (4:00 p.m. New York time) as the record date for
the Meeting. Only members whose names and addresses appear in the
Register of Members on that date will be entitled to receive notice of
and attend and vote at the Meeting.
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EXHIBIT 99.2
[LOGO OF PEAK INTERNATIONAL APPEARS HERE]
LETTER FROM THE CHAIRMAN
PEAK INTERNATIONAL LIMITED
(incorporated in Bermuda with limited liability)
Directors: Tung Lok Li Registered office: Clarendon House
Richard Brook 2 Church Street
Jerry Yiu Leung Mo Hamilton HM 11
Hon Ying Ng Bermuda
Kong Chi Wong
Robert Charles Nicholson
Principal Place of
business: Units 4, 5 & 7,
37th Floor
Wharf Cable Tower
9 Hoi Shing Road
Tsuen Wan, New
Territories
Hong Kong
10th February, 1999
To the shareholders
Dear Sir or Madam,
NOTICE OF SPECIAL GENERAL MEETING
The Directors of the Company have convened a special general meeting (the
"Meeting") to be held at 9:00 a.m. (Hong Kong time) on 1 March, 1999 at 20th
Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong and you are
cordially invited to attend.
The first item of business to be transacted at the Meeting will be to amend
bye-law 86(4) of the Company's bye-laws to enable any Director to be removed
from office by a simple majority vote of the shareholders rather than a 75%
vote as is currently required.
The Directors of the Company believe that such an amendment to the bye-laws of
the Company is in the best interests of the Company as it will give
shareholders a greater degree of control over the Directors of the Company and
hence make the Directors more accountable to the shareholders. The Directors
of the Company approved the amendment at a board meeting held on 2 February,
1999.
Shareholders will also be asked to consider and vote upon the removal of
Richard Brook as a Director of the Company. This follows the termination of
his employment contract and his appointment as President and Chief Executive
Officer of the Company on 2 December, 1998.
In order to amend bye-law 86(4) and in order subsequently to remove Richard
Brook as a director, the resolutions must be passed by a simple majority of
votes cast by shareholders attending and voting (in person or by proxy) at the
Meeting. I intend to vote all of my shares (which represent a majority) in
favour of the amendment to the bye-laws and the subsequent removal of Richard
Brook as a director.
Although shareholders may, if they wish, appoint a proxy to attend and vote on
their behalf at the Meeting, the Directors of the Company are not soliciting
proxies and a form of proxy has not been sent to shareholders.
Yours faithfully,
T. L. Li
Chairman
