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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 January 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 November 18, 1998, Peak International Limited, a Bermuda
corporation, (Peak), announced that it had received a non-binding indication of
interest from a U.S. company that contemplates a possible acquisition of Peak at
a price range somewhat above then current market levels.
On December 2, 1998, Peak announced that it has formed a committee of
the Board of Directors for the purpose of considering strategic alternatives
open to Peak and to enhance shareholder value, including the consideration of
the non-binding indication of interest regarding an acquisition of Peak
previously announced.
At that time, Peak also announced the termination of Richard Brook's
employment as its President and Chief Executive Officer, and the appointment
of Jerry Mo to serve as acting President and Chief Executive Officer.
On December 21, 1998, Peak International Limited, a Bermuda
corporation, ("Peak"), announced that it has appointed Donaldson, Lufkin &
Jenrette to act as its financial advisor for the purpose of the consideration of
strategic alternatives open to Peak, including the consideration of the non-
binding indication of interest regarding an acquisition of Peak previously
announced. There can be no assurance that Peak will pursue any transaction.
On January 29, 1999, Peak reported strengthening in its business
markets for its third quarter ended December 31, 1998.
Peak files the following exhibit as part of this Report:
Exhibit 99.1 Copy of the Press Release, dated November 18, 1998,
issued by Peak, publicly announcing the activities reported therein.
Exhibit 99.2 Copy of the Press Release, dated December 2, 1998,
issued by Peak, publicly announcing the activities reported therein.
Exhibit 99.3 Copy of the Press Release, dated December 21, 1998,
issued by Peak, publicly announcing the activities reported therein.
Exhibit 99.4 Copy of the Press Release, dated January 29, 1999,
issued by Peak, publicly announcing the activities reported therein.
2
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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: February 5, 1998 By: /s/ Jerry Mo
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Jerry Mo
Chief Financial Officer
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Exhibit 99.1
PEAK INTERNATIONAL LIMITED ANNOUNCES ACQUISITION INTEREST BUSINESS EDITORS
(Business Wire - Rcvd. Nov. 18, 12:26 PM EST)
BW0198 Nov. 18, 1998 9:26 Pacific 12:26 EASTERN
(BW) (PEAK-INTERNATIONAL)(PEAKF)(PTT) Peak International Limited Announces
Acquisition Interest
Business Editors
HONG KONG and AUSTIN, Texas -- (BUSINESS WIRE) -- Nov. 18, 1998 -- Peak Interna
tional Limited (Nasdaq:PEAKF) (AMEX:PTT)("the Company") reported today that it
has received a non-binding indication of interest from another U.S.-based
company that contemplates a possible acquisition of the company at a price range
somewhat above current market levels.
The board has not met to consider this indication of interest, and the company
has not determined whether any exploration of the company's strategic
alternatives is appropriate at this time.
Company Description
Peak International Limited (Nasdaq:PEAKF) (AMEX:PTT) is a leading supplier of
precision engineered packaging products for the storage, transportation, and
automated handling of semiconductor devices and electronic components.
CONTACT: Peak International Limited, Austin
Richard Brook, 512/339-1257
[email protected]
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Exhibit 99.2
PEAK INTERNATIONAL LIMITED TO EXPLORE STRATEGIC ALTERNATIVES
HONG KONG and AUSTIN, Texas - December 2, 1998 -- Peak International
Limited (Nasdaq: PEAKF) (AMEX:PTT) announced today that it has formed a
committee of the Board of Directors for the purpose of considering strategic
alternatives open to Peak and to enhance shareholder value, including the
consideration of the non-binding indication of interest in an acquisition of
Peak previously announced. There can be no assurance that any transaction will
be pursued by Peak.
In addition, Peak announced today the termination of Richard Brook's
employ ment as its President and Chief Executive Officer. Peak said it had
appointed its current Chief Financial Officer, Jerry Mo, to serve as acting
President and Chief Executive Officer.
Peak International Limited is a leading supplier of precision
engineered packaging products for the storage, transportation, and automated
handling of semiconductor devices and electronic components.
This press release contains certain forward-looking statements, which
peak is making in reliance on the safe harbor provisions of the Private
Securities Litigation Act of 1995. Investors are cautioned that all forward-
looking statements are subject to significant risks and uncertainties. Forward-
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance, or achievements of the
company, or industry results, to be materially different form any future
results, performance or achievements expressed or implied by such forward-
looking statements. Additional information concerning risk factors that could
cause actual results to differ materially from those projected in the forward-
looking statements is contained in the company's filings with the Securities and
Exchange Commission.
CONTACT: Peak International Limited, Austin
Jerry Mo, 512/339-4684
[email protected]
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Exhibit 99.3
PEAK INTERNATIONAL LIMITED RETAINS FINANCIAL ADVISOR
HONG KONG and AUSTIN, Texas * December 21, 1998 -- Peak International
Limited (Nasdaq:PEAKF) (AMEX:PTT) announced today that, in connection with its
previously announced consideration of strategic alternatives (including a non-
binding indication of interest in the acquisition of Peak previously announced),
it has appointed Donaldson, Lufkin & Jenrette to act as its financial advisor.
As stated previously, there can be no assurance that any transaction will be
pursued by Peak.
Peak International Limited is a leading supplier of precision
engineered packaging products for the storage, transportation and automated
handling of semiconductor devices and electronic components.
Contact: Robert D. Siegfried Contact: Jerry Mo
Kekst and Company Peak International Ltd.
(212) 521-4800 Austin, Texas
(512) 339-4684 or
Hong Kong
852-2492-2287 or
jerry_mo@;peakf.com
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Exhibit 99.4
PEAK INTERNATIONAL REPORTS THIRD QUARTER RESULTS
-- OPERATING MARGINS, EXCLUSIVE OF SPECIAL CHARGE, IMPROVE --
FOR IMMEDIATE RELEASE
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HONG KONG AND AUSTIN, TEXAS, JANUARY 29, 1999-- Peak International Limited
(NASDAQ: PEAKF) (AMEX:PTT) today reported strengthening in its business markets
for its fiscal third quarter ended December 31, 1998.
For the three month period, reflecting the pick up of unit volume in the
semiconductor industry, Peak's net sales of $17.49 million marked an increase of
14% over the previous quarter. This year's fiscal third quarter revenue growth
marks a change from the declining revenues experienced by Peak over the first
half of fiscal 1999.
In addition, operating income for the December 31, 1998 quarter, exclusive of a
special charge, also exceeded the $2.90 million of operating income reported for
the fiscal second quarter ended September 30, 1998 and reached $3.94 million.
The special charge, which totaled $2.00 million, relates to the termination of
the employment contract of a former executive. It includes the costs of
settlement under the contract as well as associated legal and professional fees.
Inclusive of this special charge, operating income for the fiscal 1999 third
quarter was $1.94 million, and net income was $1.88 million, or $0.14 per share
both basic and fully diluted. For the same quarter ended December 31, 1997,
reported operating income was $5.79 million and net income was $5.63 million, or
$0.42 per share basic and $0.41 per share fully diluted. Net sales for the
comparable 1998 fiscal quarter were $19.51 million.
Jerry Mo, President and Chief Executive Officer, stated, "As our results
indicate, we are beginning to benefit from the recovery that is now developing
in the semiconductor industry. Peak's operating income, exclusive of the special
charge, for the year's fiscal third quarter was 23% of sales, up from 19% of
sales in the preceding quarter. Exclusive of the special charge, earnings per
share was $0.29, an increase over the $0.23 per share for the preceding quarter,
and net income reached $3.88 million, up from $3.15 million for the September
30, 1998 quarter."
"With Peak well positioned as a key supplier to the semiconductor industry, the
company is focused on continuing to build its market share, particularly in
those segments where there is both room for market share growth and attractive
margin potential. In this regard, we are concentrating on and succeeding in
expanding Peak's margins. The cost reduction programs we put in place at the
beginning of this year's fiscal second quarter are enabling Peak to reduce its
operating expenditures and invest further in its business efficiencies in its
target markets. At the same time, Peak's ability to respond to and service
customer needs is helping to expand revenues and enhance the company's long term
competitive strengths. This, in turn, will facilitate the
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Board and management's efforts to build Peak's inherent values to the benefit of
all shareholders." Mr. Mo said.
Peak International Limited is a leading supplier of precision engineered
packaging products for the storage, transportation, and automated handling of
semiconductor devices and other electronic components.
Contact: Robert D. Siegfried Contact: Jerry Mo
Kekst and Company Peak International Ltd.
(212) 521-4800 Austin, Texas
(516) 339-4684 or
Hong Kong
852-2492-2287
Peak International Limited
Income Statement Excerpts
(all amounts in thousands, except per share data)
(unaudited)
Three Months Ended December 31,
1998 1997
Net Sales $17,488 $19,506
Cost of Goods Sold 10,322 10,520
Gross Profit 7,166 8,986
General & Administrative and
Research & Development 1,791 1,653
Selling & Marketing 1,440 1,543
G&A - special charge 2,000 -
Operating Income 1,935 5,790
Other Income 201 55
Interest Income-net 131 341
Profit Before Tax 2,267 6,186
Taxation 384 556
NET INCOME $ 1,883 $ 5,630
EARNINGS PER SHARE - BASIC $ 0.14 $ 0.42
- DILUTED $ 0.14 $ 0.41
Weighted Avg. Number of Shares-Diluted 13,509 13,717
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Nine Months Ended December 31,
1998 1997
Net Sales $48,561 $53,539
Cost of Goods Sold 29,096 29,496
Gross Profit 19,465 24,043
General & Administrative and
Research & Development 5,253 4,464
Selling & Marketing 4,342 4,181
G&A - special charge 2,000 -
Operating Income 7,870 15,398
Other Income 647 470
Interest Income-net 598 204
Profit Before Tax 9,115 16,072
Taxation 998 1,333
NET INCOME $ 8,117 $14,739
EARNINGS PER SHARE - BASIC $ 0.60 $ 1.17
- DILUTED $ 0.60 $ 1.16
Weighted Avg. Number of Shares-Diluted 13,523 12,736
Consolidated Balance Sheet
(in thousands)
ASSETS December 31, 1998 March 31, 1998
(unaudited)
Current assets:
Cash & cash equivalents $ 9,820 $19,314
Accounts receivable-net 11,896 14,416
Inventory-net 26,809 27,941
Other current assets 1,836 1,521
Total current assets 50,361 63,192
Property, plant and
equipment-net 49,064 26,348
TOTALS $99,425 89,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank borrowings 320 89
Accounts payable 6,641 7,251
Taxation 4,737 3,800
Total Current Liabilities 11,698 11,140
LT Provision 647 -
Deferred income taxes 815 818
Total Liabilities 13,160 11,958
Stockholders' Equity:
Share capital 135 135
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Additional paid-in capital 34,620 34,034
Retained earnings 52,234 44,117
Cumulative translation
adjustment (724) (704)
Total stockholders'
equity 86,265 77,582
TOTALS $99,425 $89,540
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This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended. The forward-looking statements
reflect the view of Peak at the time Peak made the statements with respect to
future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from the statements made herein. The words "believes,"
"expects", "antici pates", "intends", "plans", "estimates" and similar
expressions, identify forward-looking statements, which speak only as of today.
Peak undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Investors are cautioned not to place undue reliance on these forward-looking
statements.
