UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number _________
PEAK INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Incorporated in Bermuda with limited liability None
(State or other jurisdiction (I.R.S.
of incorporation or organization) Employer
Identification
Number)
44091 Nobel Drive, P.O. Box 1767, Fremont, California 94538
(Address of principal executive offices) (Zip Code)
(510) 449-0100
(Registrant's telephone number)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [x] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 2000.
Class Outstanding at September 30, 2000
---------------------------------- -----------------------------------
Common Stock, $0.01 Par Value 13,767,559
---------------------------------- -----------------------------------
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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------------------------
2000 1999
------------------ ----------------------
(Unaudited) (Unaudited - not
covered by
accountants' report)
<S> <C> <C>
Net Sales:
- Third parties....................... $ 22,324 $ 18,108
- Related companies................... 2,191 2,472
-------- --------
24,515 20,580
Cost of Goods Sold........................ 13,619 11,888
-------- --------
Gross Profit.............................. 10,896 8,692
General & Administrative.................. 2,558 2,109
Research & Development.................... 27 131
Selling & Marketing....................... 2,435 1,951
-------- --------
Operating Income.......................... 5,876 4,501
Other Income-net.......................... (11) (12)
Interest Income........................... 393 136
-------- --------
Profit Before Tax......................... 6,258 4,625
Taxation.................................. 506 402
-------- --------
NET INCOME................................ $ 5,752 $ 4,223
======== ========
EARNINGS PER SHARE
- Basic............................... $ 0.42 $ 0.31
- Diluted............................. $ 0.41 $ 0.31
Weighted Avg # Shares
- Basic............................... 13,765 13,522
- Diluted............................. 14,051 13,817
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
September 30,
-------------------------------------------
2000 1999
----------------- ------------------------
(Unaudited) (Unaudited - not covered
by accountants' report)
<S> <C> <C>
Net Sales:
- Third parties.................. $ 42,707 $ 34,508
- Related companies.............. 4,106 4,867
-------- --------
46,813 39,375
Cost of Goods Sold................... 26,220 22,634
-------- --------
Gross Profit......................... 20,593 16,741
General & Administrative............. 5,521 4,576
Research & Development............... 56 213
Selling & Marketing.................. 4,838 3,659
-------- --------
Operating Income..................... 10,178 8,293
Other Income - net................... 76 277
Interest Income...................... 669 201
Interest Expenses.................... 0 6
-------- --------
Profit Before Tax.................... 10,923 8,765
Taxation............................. 907 800
-------- --------
NET INCOME........................... $ 10,016 $ 7,965
======== ========
EARNINGS PER SHARE
- Basic.......................... $ 0.73 $ 0.59
- Diluted........................ $ 0.71 $ 0.58
Weighted Avg # Shares
- Basic.......................... 13,754 13,518
- Diluted........................ 14,074 13,768
</TABLE>
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<PAGE>
Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 29,625 $ 18,667
Accounts receivable-net of allowance for
doubtful accounts of $274 at September
30, 2000 and $292 at March 31, 2000...... 14,155 13,283
Inventory - net............................ 15,155 19,044
Other receivables, deposits
and prepayments.......................... 1,115 860
Income tax receivables..................... 136 0
Amounts due from related companies......... 1,189 633
--------- ---------
Total Current Assets.................. 61,375 52,487
--------- ---------
Deposits for acquisition of plant and
equipment................................ 1,426 341
Property, plant and equipment - net........ 54,100 51,980
--------- ---------
TOTALS......................................... $ 116,901 $ 104,808
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable:
- Trade.................................... $ 3,909 $ 3,749
- Property, plant and equipment............ 1,390 1,187
Accrued payroll and employee benefits...... 1,420 785
Accrued other expenses..................... 1,989 1,970
Taxation................................... 4,914 4,232
-------- --------
Total Current Liabilities............. 13,622 11,923
Deferred income taxes........................... 2,056 1,858
-------- ---------
Total Liabilities........................... 15,678 13,781
-------- ---------
Commitments and contingencies (note 7)
Stockholders' Equity:
Share capital............................... 138 137
Additional paid-in capital.................. 35,390 35,209
Retained earnings........................... 66,617 56,601
Cumulative translation adjustment........... (922) (920)
-------- ---------
Total stockholders' equity............. 101,223 91,027
-------- ---------
TOTALS.......................................... $116,901 $ 104,808
======== =========
</TABLE>
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<PAGE>
Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
--------------------------------------
2000 1999
---------------- -------------------
(Unaudited) (Unaudited - not
covered by
accountants' report)
<S> <C> <C>
Operating activities:
Net income: $ 10,016 $ 7,965
Adjustments to reconcile net income
to net cash provided
by operating activities:
Depreciation and amortization............ 2,760 2,407
Deferred income taxes.................... 198 (10)
(Gain) Loss on disposal/write-off
of property, plant and equipment....... (20) 21
Provision for slow moving
inventory charged (written back)
to income.............................. 460 (468)
Provision for bad debts.................. (18) 9
Changes in operating assets and
liabilities:
Accounts receivables..................... (854) (1,018)
Inventories.............................. 3,429 2,200
Other receivables, deposits and
Prepayments............................ (255) 317
Accounts payable-trade................... 160 2,142
Accrued special charge................... 0 (661)
Accrued liabilities and deposits......... 654 2,171
Amounts due from/to related
companies.............................. (556) 149
Income tax payable....................... 682 463
Income tax receivable.................... (136) 0
------ -------
Net cash provided by operating
activities........................ 16,520 15,687
------ -------
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<PAGE>
Investing activities:
Proceeds on sale of plant and
equipment.............................. 118 109
Acquisition of property, plant
and Equipment.......................... (4,775) (8,792)
Increase in deposits for
acquisition of Property, plant
plant and equipment.................... (1,085) (45)
------ -------
Net cash used in investing
activities.......................... (5,742) (8,728)
------ -------
Financing activities:
Increase in bank borrowings............. 0 121
Proceeds from issue of common
stock.............................. 182 25
------ -------
Net cash provided by
financing activities............... 182 146
------ -------
Net increase in cash and cash
equivalents............................. 10,960 7,105
Cash and cash equivalents at
beginning of period..................... 18,667 10,598
Effects of exchange rate changes on
cash.................................... (2) (220)
------ -------
Cash and cash equivalents at end of
period.................................. $29,625 $17,483
======= =======
Supplemental cash flow information:
Cash paid during period
Interest.................................... $ 0 $ 6
Income taxes................................ 163 347
======= =======
</TABLE>
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<PAGE>
Notes to Consolidated Financial Statements
(in thousands, except share data)
1) ORGANIZATION AND BASIS OF PRESENTATION
Peak International Limited (the "Company") was incorporated as an
exempted company with limited liability in Bermuda under the
Companies Act 1981 of Bermuda (as amended) on January 3, 1998. The
subsidiaries of the Company are principally engaged in the
manufacture and sale of precision engineered packaging products, such
as matrix trays, shipping tubes, reels and carrier tape, leadframe
boxes and interleaves used in the storage and transportation of
semiconductor devices and other electronic components. The Company's
principal production facilities are located in the People's Republic
of China and the Company maintains sales offices in Hong Kong, the
United States of America, Singapore and Malaysia.
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intra-group balances
and transactions have been eliminated on consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect reported amounts of certain assets,
liabilities, revenues and expenses as of and for the reporting
periods. Actual results could differ from those estimates.
Differences from those estimates are reported in the period they
become known.
The unaudited consolidated financial statements reflect all
adjustments (including normal recurring adjustments) which in the
opinion of management are required for a fair presentation of the
Company's interim results. The results for interim periods are not
necessarily indicative of the results that may be achieved in the
entire year.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133, as amended, is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. SFAS No. 133 requires
that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designed as part of a
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<PAGE>
hedge transaction and, if it is, the type of hedge transaction. The
Company has not yet determined the impact, if any, of the adoption of
SFAS No. 133 on its consolidated financial statements or business
practices.
In March 2000, FASB issued FASB Interpretation No. 44 "Accounting
for Certain Transactions involving Stock Compensation-an
interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44 is effective
July 1, 2000 and provides guidance on certain issues raised in
applying APB Opinion No. 25. The Company considers that the adoption
of FIN 44 does not have any significant impact on its consolidated
financial statements or business practices.
These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and
notes thereto contained in the Company's Annual Report on Form 20-F
for the year ended March 31, 2000.
Deloitte Touche Tohmatsu, the Company's independent accountants, have
performed a review of the financial information included herein.
Their report on such review accompanies this filing.
2) Inventories
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
-------------------- ------------------
(Unaudited)
<S> <C> <C>
Raw materials................ $ 7,579 $ 12,064
Finished goods............... 7,576 6,980
------- --------
15,155 19,044
------- --------
</TABLE>
3) Statement of Comprehensive Income
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------------------------
2000 1999
-------------- -------------------
(Unaudited) (Unaudited - not
covered by
accountants' report)
<S> <C> <C>
Net Income........................... $ 5,752 $ 4,223
Change in cumulative translation
adjustment........................ (2) (209)
------- -------
Comprehensive Income................. 5,750 4,014
------- -------
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
September 30,
-------------------------------------------
2000 1999
---------------- ------------------------
Unaudited) (Unaudited - not covered
by accountants' report)
<S> <C> <C>
Net Income......................... $10,016 $ 7,965
Change in cumulative
translation adjustment.......... (2) (220)
--------- --------
Comprehensive Income............... 10,014 7,745
--------- --------
</TABLE>
4) Stock Options
Option activity relating to the Company's stock option plan is
summarized as follows (unaudited):
<TABLE>
<CAPTION>
Weighted
average exercise
price per share
of outstanding
Number of Shares options
---------------- ----------------
<S> <C> <C>
Outstanding at April 1, 2000....... 1,792,596 $ 7.89
Granted............................ 618,250 8.19
Forfeited.......................... (132,623) 8.89
---------
Outstanding at June 30, 2000....... 2,278,223 7.91
Granted............................ 157,100 7.83
Exercised.......................... (4,500) 3.66
Forfeited.......................... (19,155) 10.04
---------
Outstanding at September 30, 2000.. 2,411,668 $ 7.90
---------
</TABLE>
5) Earnings Per Share
The following is a reconciliation of the numerator and the
denominators of the basic and diluted earnings per share:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------------------------
2000 1999
--------------- ------------------
(Unaudited) (Unaudited - not
covered by
accountants' report)
<S> <C> <C>
Net Income (numerator).................... $ 5,752 $ 4,223
------- --------
Shares - Weighted average (denominator)
Basic..................................... 13,765 13,522
Options................................... 286 295
------- --------
Diluted................................... 14,051 13,817
------- --------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
September 30,
---------------------------------------
2000 1999
------------- ---------------------
(Unaudited) (Unaudited - not
covered by
accountants' report)
<S> <C> <C>
Net Income (numerator).............. $ 10,016 $ 7,965
--------- -------
Shares -Weighted average
(denominator)
Basic............................... 13,754 13,518
Options............................. 320 250
------- -------
Diluted............................. 14,074 13,768
------- -------
</TABLE>
6) Employee Stock Purchase and Option Plan
During the quarter ended September 30, 2000, the Company approved a
new employee stock purchase plan which allows employees to purchase
shares of common stock of the Company at a 15% discount from market
value. Shares of stock reserved for the plan were 200,000 at
September 30, 2000. In addition, the number of shares of stock which
may be granted under the 1998 Share Option Plan was increased from
2,200,000 shares to 2,700,000 shares.
7) Commitments and contingencies
(a) Litigation
Please refer to "Part II: Other Information, Item 1. Legal
Proceedings".
(b) Commitments
At September 30, 2000, the Company had outstanding non-deliverable
cash settled foreign currency exchange contracts to buy Renminbi
("RMB")of approximately RMB17,000 over a period of 2 months at a
weighted average exchange rate of $0.119. At September 30, 2000, the
exchange rate approximated the spot rate of the contracts. In
addition, at September 30, 2000, the Company had commitments for
capital expenditures of $6.0 million.
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<PAGE>
8) Segmental information
<TABLE>
<CAPTION>
Hong Kong United Other Southeast
& PRC States Asian countries Eliminations Consolidated
--------- ------ --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Quarter ended Sep 30, 2000 (unaudited)
Net sales to third parties 14,318 3,107 4,899 0 22,324
Net sales to related companies 2,191 0 0 0 2,191
Transfer between geographic areas 7,215 0 256 (7,471) 0
------ ----- ----- ------ ------
Total net sales 23,724 3,107 5,155 (7,471) 24,515
------ ----- ----- ------ ------
Income before tax 6,180 116 24 (62) 6,258
Quarter ended Sep 30, 1999 (unaudited - not covered by accountants' report)
Net sales to third parties 10,058 3,492 4,558 0 18,108
Net sales to related companies 2,472 0 0 0 2,472
Transfer between geographic areas 6,573 0 424 (6,997) 0
------ ----- ----- ------ ------
Total net sales 19,103 3,492 4,982 (6,997) 20,580
------ ----- ----- ------ ------
Income before tax 4,127 23 303 172 4,625
Six months ended Sep 30, 2000 (unaudited)
Net sales to third parties 27,436 6,092 9,179 0 42,707
Net sales to related companies 4,106 0 0 0 4,106
Transfer between geographic areas 13,778 0 610 (14,388) 0
------ ----- ----- ------ ------
Total net sales 45,320 6,092 9,789 (14,388) 46,813
------ ----- ----- ------ ------
Income before tax 10,997 (206) 85 47 10,923
Six months ended Sep 30, 1999 (unaudited - not covered by accountants' report)
Net sales to third parties 19,027 6,466 9,015 0 34,508
Net sales to related companies 4,867 0 0 0 4,867
Transfer between geographic areas 13,413 0 857 (14,270) 0
------ ----- ----- ------ ------
Total net sales 37,307 6,466 9,872 (14,270) 39,375
------ ----- ----- ------ ------
Income before tax 8,494 (204) 527 (52) 8,765
</TABLE>
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion and analysis of financial condition and
results of operations is based upon and should be read in conjunction with
the consolidated financial statements of the Company and notes thereto
included in this Report and the Registrant's Annual Report on Form 20-F for
the year ended March 31, 2000.
Forward-Looking Statements
Management's discussion and analysis of financial condition and
results of operations and other sections of this Report contain "forward-
looking statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend for
the forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements in these sections. All statements regarding
the Company's expected financial position, business and financing plans are
forward-looking statements. Such forward-looking statements are identified by
use of forward-looking words such as "anticipates," "believes," "plans,"
"estimates," "expects," and "intends" or words or phrases of similar
expression. These forward-looking statements are subject to various
assumptions, risks and uncertainties, including but not limited to, changes
in political and economic conditions, demand for the Company's products,
acceptance of new products, technology developments affecting the Company's
products and to those discussed in the Company's filings with the Securities
and Exchange Commission. Accordingly, actual results could differ materially
from those contemplated by the forward-looking statements.
Results of Operations
Net Sales. Net sales increased by 19.1% to $24.5 million in Fiscal
2Q 2001 from $20.6 million in Fiscal 2Q 2000. Net sales of trays increased by
23.4% over the period reflecting a 17.4% increase in sales volume, and a 5.2%
improvement in average realized sales price. Net sales of carrier tape
increased by 40.7% over the period, driven by a 70.6% increase in sales
volume, and a 17.5% drop in average realized sales price. Net sales for
tubes decreased by 4.0% over the year. While sales volume for tubes increased
by 4.2%, the average realized sales price of tubes dropped 7.9% over the same
period. The increase in revenue reflected the increase in unit volume
shipment, especially in the carrier tape segment and the improvement in the
business environment of the semiconductor industry. For the six months ended
September 30, 2000, net sales increased by 18.9% to $46.8 million from $39.4
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<PAGE>
million in the six months ended September 30, 1999. The increase in revenue
reflected the increase in our unit volume shipment and the improvement in the
business environment of the semiconductor industry.
Gross Profit. Gross profit increased by 25.4% to $10.9 million in
Fiscal 2Q 2001 from $8.7 million in Fiscal 2Q 2000. Our gross margin
improved to 44.4% in Fiscal 2Q 2001 from 42.2% in Fiscal 2000, primarily as a
result of the change in product mix, as well as improvement in efficiencies
at the factory. For the six months ended September 30, 2000, gross profit
increased by 23.0% to $20.6 million from $16.7 million in the six months
ended September 30, 1999. The gross margin improved to 44.0% in the six
months ended September 30, 2000 from 42.5% in the six months ended September
30, 1999 as a result of the change in product mix, as well as improvement in
efficiencies at the factory.
Income from Operations. Operating income increased by 30.5% to $5.9
million in Fiscal 2Q 2001 from $4.5 million in Fiscal 2Q 2000. Our operating
margin improved to 24.0% in Fiscal 2Q 2001 from 21.9% in Fiscal 2Q 2000
primarily due to an increase in the gross margin percentage discussed above.
For the first half of fiscal 2001, operating income increased by 22.7% to
$10.2 million from $8.3 million in the first half of fiscal 2000. The
operating margin improved to 21.7% in the first half of fiscal 2001 from 21.1%
in the first half of fiscal 2000.
General and Administrative Expenses. General and administrative
expenses increased by 21.3% to $2.6 million in Fiscal 2Q 2001 from $2.1
million in Fiscal 2Q 2000, primarily due to additional costs incurred in
connection with the expansion of our US operations in California and the
increase in performance bonuses paid to staff and executives. For the six
months ended September 30, 2000, general and administrative expenses
increased by 20.7% to $5.5 million from $4.6 million in the six months ended
September 30, 1999. This increase was primarily the result of an increase in
legal and professional charges, additional costs incurred in connection with
the expansion of our US operations in California and the increase in
performance bonuses paid to staff and executives.
Selling and Marketing Expenses. Selling and marketing expenses
increased by 24.8% to $2.4 million in Fiscal 2Q 2001 from $2.0 million in
Fiscal 2Q 2000, primarily as a result of the expansion of our sales network.
For the six months ended September 30, 2000, selling and marketing expenses
increased by 32.2% to $4.8 million from $3.7 million in the first half of
fiscal 2000, primarily as a result of the expansion of our sales network.
Interest Income. Interest income increased by 189.0% to $0.4 million
in Fiscal 2Q 2001 from $0.1 million in Fiscal 2Q 2000. For the first half of
fiscal 2001, interest income increased by over 2 times to $0.7 million from
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<PAGE>
$0.2 million in the first half of fiscal 2000, as a result of higher
bank deposit balances.
Net Income. Net income increased by 36.2% to $5.8 million in Fiscal
2Q 2001 from $4.2 million in Fiscal 2Q 2000. For the first half of fiscal 2001,
net income increased by 25.8% to $10.0 million from $8.0 million in the first
half of fiscal 2000. This increase primarily reflected the effects of the
foregoing factors.
Liquidity and Capital Resources
Our net cash provided by operating activities was $16.5 million in
the first half of fiscal 2001, compared to $15.7 million in the first half of
fiscal 2000. We incurred capital expenditure of $4.8 million for the
acquisition of new equipment in our current facility during the first half of
fiscal 2001, compared with $2.0 million for new equipment and $6.8 million for
the construction of an additional facility in Shenzhen, China for the same
period last year. As of September 30, 2000, we had commitments for capital
expenditures of $6.0 million.
As of September 30, 2000, we had no outstanding indebtedness.
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". In March 2000, FASB issued
FASB Interpretation No. 44, "Accounting for Certain Transactions involving
Stock Compensation -an interpretation of APB Opinion No. 25." As stated in
note 1 to the financial statements, the Company has not yet determined the
impact, if any, of the adoption of SFAS No. 133 on its consolidated financial
statements or business practices. However, the Company considers that the
adoption of FIN 44 does not have any significant impact on its consolidated
financial statements or business practices.
Item 3. Quantitative Disclosures about Market Risk
PVC Resin Price
PVC resin, the principal raw material used in the manufacture of
tubes, together with additives used in the manufacture of tubes accounted for
8.7% of our total raw material costs in the first half of fiscal 2001. While we
believe principally as a result of increased production capacity by suppliers,
that a severe shortage in the supply of PVC resin is unlikely to occur in the
foreseeable future, there can be no assurance that such shortage will not
occur. Any price increases would result in higher costs, which could have a
material adverse effect on our results of operations and financial condition.
We currently maintain approximately two to three months' stock of PVC resin
-14-
<PAGE>
and other raw materials used in our production processes, and increase such
stock when we believe prices are favorable. We do not, and do not intend to,
enter into future contracts or use any financial instruments to hedge our
exposure to fluctuations in the price of PVC resin or other raw materials
used in our production processes.
Currency Exchange Rate Fluctuations
Our sales are denominated primarily in US Dollars while our costs of
goods sold are generally incurred in US Dollars, Hong Kong Dollars and
Renminbi, and our operating expenses are generally denominated in Renminbi,
Hong Kong Dollars and US Dollars. In addition, a substantial portion of our
capital expenditures, primarily for the purchase of equipment, has been and
is expected to continue to be denominated in US Dollars and Japanese Yen.
Consequently, a portion of our costs and operating margins may be affected by
fluctuations in exchange rates, primarily between the US Dollar and other
currencies. Our results of operations and financial condition could be
adversely affected by fluctuations in currency exchange rates or the
imposition of new or additional currency controls in the jurisdictions in
which we operate. Primarily in response to recent developments in the
Southeast Asian currency markets, we from time to time engage in derivatives
agreements, such as entering into forward contracts, to reduce our currency
exchange exposure.
At September 30, 2000, we had outstanding non-deliverable cash
settled foreign currency exchange contracts to buy Renminbi of approximately
RMB 17 million over a period of 2 months at a weighted average exchange rate
of US$0.119. At September 30, 2000, the exchange rate approximated the spot
rate of the contracts.
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<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On June 29, 1999, plaintiff Dorchester Investors commenced a
purported securities class action suit in the United States District Court
for the Southern District of New York on behalf of all initial Trends
purchasers against the Company, the Peak Trends Trust ("the Trust"), Mr. T.L.
Li, Mr. Jerry Mo, Luckygold 18A Limited ("Luckygold") and Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ"). The complaint seeks compensatory
damages from all defendants pursuant to the federal securities laws, based on
alleged misrepresentations and omissions of material fact in various
documents filed with the Securities Exchange Commission in connection with
the offering for sale to the public of shares in the Trust. On January 27,
2000, the plaintiff filed an amended complaint. On March 20, 2000, all
defendants moved to dismiss the amended complaint. While those motions were
pending, plaintiff and defendants stipulated to the dismissal with prejudice
from the action of the Company and Mr. Mo. Pursuant to the stipulation, the
court dismissed the Company and Mr. Mo from the action with prejudice on June
5, 2000. The motions to dismiss the remaining defendants have been fully
submitted to the court and are awaiting decision. Additionally, the Company,
Mr. Li and Luckygold entered into certain indemnification agreements with the
Trust and DLJ in connection with the Trends offering. Certain of these
indemnification agreements may require that under certain circumstances the
Company, Luckygold and/or Mr. Li indemnify the Trust and/or DLJ from certain
liabilities that the Trust and/or DLJ may incur to plaintiff or to the
purported plaintiff class. Mr. T.L. Li and Luckygold have, in turn, provided
a deed of indemnity to the Company pursuant to which Mr. Li and Luckygold
have agreed to indemnify the Company from liabilities related to the Trends
offering. We cannot predict the outcome of this action against the remaining
defendants. However, a judgment against one of the remaining defendants (to
the extent that the Company is required to indemnify the defendant and
insurance proceeds are not applicable to satisfy such a judgment) could have
a material and adverse effect on the Company's results of operations, the
amount of which is currently not determinable. Further, even if the remaining
defendants prevail in this litigation, the Company may be required to pay some
or all of their legal expenses pursuant to its various indemnification
obligations, and this may also have a material and adverse effect on the
Company's results of operations and financial position, the amount of such
potential obligations is currently not determinable.
On or about July 2, 1999, the Company received an Amended and
Restated Demand for Arbitration filed on behalf of the Company's former Chief
Executive Officer, Richard Brook. Mr. Brook sought payment of US$32,400 per
month or a lump sum payment of US$1,036,800 pursuant to his employment
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agreement with the Company, which was terminated on or about December 1,
1998. Mr. Brook also asserted various tort claims for damages against the
Company. The Company opposed Mr. Brook's claim and asserted counterclaims
against Mr. Brook for breach of contract, libel and breach of fiduciary duty.
Mr. Brook's claims against the Company were tried before an arbitrator in
June, 2000. On August 4, 2000 a decision was rendered in the arbitration. The
arbitrator denied the bulk of Mr. Brooks' breach of contract claim, finding
that the Company was justified in terminating him for cause. However, the
arbitrator found that Mr. Brook's termination for cause was not effective
until May 1999 and that Mr. Brook was entitled to certain additional
compensation of approximately $70,000. The arbitrator denied all of Mr.
Brook's tort claims. On Peak's breach of contract counterclaim, the
arbitrator found Mr. Brook liable for over $400,000 in actual damages and
$100,000 in exemplary damages. The award of exemplary damages was based on a
finding that Brook acted with malice toward Peak. The arbitrator denied
Peak's defamation claim and did not specifically address Peak's breach of
fiduciary duty claim, which had previously been bifurcated. The arbitrator
then awarded certain attorney's fees to each party. The net result of the
arbitration was a judgment in the amount of approximately $520,000 in favor
of Peak and against Mr. Brook. This amount will be recorded in the financial
statements upon receipt.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on September 13, 2000, the
following proposals were adopted by the margins indicated:
1. To elect a Board of Directors to hold office until their successors
are elected and qualified.
Name of Director Number of Shares
---------------- ------------------------------
For Withheld
Douglas Broyles 13,553,823 4160
Christine Russell 13,553,823 4160
The following directors continued their term of office as directors after the
Annual Meeting: T.L. Li, Calvin Reed, and William Snyder.
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2. To authorize the Board of Directors to fix the remuneration for the
directors with respect to their services to the Company as directors.
For 13,533,273
Against 18,910
Abstain 5,800
3. To receive the financial statements and the reports of the directors
and the independent auditors of the Company for the financial year ended
March 31, 2000.
For 13,553,583
Against 800
Abstain 3600
Broker Non-Votes 0
4. To ratify the selection by the Board of Directors of Deloitte Touche
Tohmatsu as independent auditors of the Company for the financial year ending
March 31, 2001.
For 13,548,323
Against 560
Abstain 9100
Broker Non-Votes 0
5. To authorize the Board of Directors to fix the remuneration for the
Company's independent auditors for Fiscal 2001.
For 13,548,323
Against 5360
Abstain 4300
Broker Non-Votes 0
6. To approve the adoption of the 2000 Employee Stock Purchase Plan.
For 12,352,804
Against 51,851
Abstain 1875
Broker Non-Votes 1,151,453
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7. To approve the increase of the number of shares authorized under the
1998 Share Option Plan.
For 10,476,704
Against 1,899,326
Abstain 30,500
Broker Non-Votes 1,151,453
Item 5. Other Information
The Board of Directors of the Company has authorized the repurchase
by the Company of up to $10,000,000 of its common stock at prices not to exceed
150% of the company's net book value per share. Through November 2, 2000,
the Company repurchased 16,100 shares at an average price of $7.56. The
Company has engaged Credit Suisse First Boston for the repurchase program.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Memorandum of Association and By-Laws of the
Registrant (incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form F-1,
Registration No. 333-6652, filed on March 19, 1997
and declared effective by the Commission on June 20,
1997 (the "Company's Initial Public Offering
Registration Statement on Form F-1"))
4.1 Specimen of Share Certificate for the Shares of the
Registrant (incorporated by reference to Exhibit 4.1
to the Company's Amendment No. 1 to the Company's
Initial Public Offering Registration Statement on
Form F-1)
10.1 Processing Agreement dated May 28, 1987 and renewed
and amended on May 24, 1994 and December 12, 1996
(incorporated by reference to Exhibit 10.1 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.2 Processing Agreement dated October 8, 1995
(incorporated by reference to Exhibit 10.2 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
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10.3 Land Use Certificate relating to the Company's
existing production facilities (incorporated by
reference to Exhibit 10.3 to the Company's Initial
Public Offering Registration Statement on Form F-1)
10.4 Land Use Certificate relating to the Company's
planned additional production facilities
(incorporated by reference to Exhibit 10.4 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.5 Land Use Right Granting Contract relating to the
Company's existing production facilities
(incorporated by reference to Exhibit 10.5 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.6 Land Use Right Granting Contract relating to the
Company's planned additional production facilities
(incorporated by reference to Exhibit 10.6 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.7 Lease between Warden and Peak (HK) relating to the
Company's existing production facilities
(incorporated by reference to Exhibit 10.7 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.8 Form of Share Option Plan (incorporated by reference
to Exhibit 10.8 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.9 Deed of Undertaking by T.L. Li dated May 29, 1997
relating to non-competition and referral
(incorporated by reference to Exhibit 10.9 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
10.10 Option Agreement dated February 17, 1997 relating to
the non-voting deferred shares of Peak (HK)
(incorporated by reference to Exhibit 10.10 to the
Company's Initial Public Offering Registration
Statement on Form F-1)
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10.11 Restructuring Agreement dated February 28, 1997 for
the acquisition of the entire issued share capital
of Peakgold and Success Gold (incorporated by
reference to Exhibit 10.11 to the Company's Initial
Public Offering Registration Statement on Form F-1)
10.12 2000 Peak International Limited Employee Stock
Purchase Plan (filed herewith)
15.1 Independent Accountant's letter regarding unaudited
financial information (filed herewith)
27.1 Financial Data Schedule (filed herewith)
b. Reports on Form 8-K: No reports on Form 8-K have been filed
during the quarter ended September 30, 2000.
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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.
PEAK INTERNATIONAL LIMITED
Date: November 14, 2000 By /s/ Calvin Reed
--------------------------------------
Calvin Reed
President and Chief Executive Officer
Date: November 14, 2000 By /s/ Jerry Mo
--------------------------------------
Jerry Mo
Chief Financial Officer
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Exhibit 10.12
2000 PEAK INTERNATIONAL LIMITED
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan
The purpose of the Plan is to give eligible employees of the
Company and its Subsidiaries the ability to share in Peak's future success.
The Company expects that it will benefit from the added interest which such
employees will have in the welfare of the Company as a result of their
increased equity interest in the Company's success.
2. Definitions
The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as
amended, or any successor thereto.
(b) Beneficial Owner: As such term is defined in Rule
13d-3 under the Act (or any successor rule thereto).
(c) Board: The Board of Directors of the Company.
(d) Change in Control: The occurrence of any of the
following events:
(i) any Person (other than the Permitted Holders,
the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company, or any company owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their
ownership of stock of the Company), becomes the
Beneficial Owner, directly or indirectly, of
securities of the Company representing 50% or more
of the combined voting power of the Company's then-
outstanding securities;
(ii) the consummation of any transaction or series
of transactions under which the Company is merged or
consolidated with any other company, other than a
merger or consolidation which would result in the
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shareholders of the Company immediately prior
thereto continuing to own (either by remaining
outstanding or by being converted into voting
securities of the surviving entity) more than 50% of
the combined voting power of the voting securities
of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or
(iii) the stockholders of the Company approve a plan
of complete liquidation of the Company or an
agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets.
(e) Code: The Internal Revenue Code of 1986, as amended,
or any successor thereto.
(f) Committee: The Compensation Committee of the Board.
(g) Company: Peak International Limited, a Bermuda
company.
(h) Compensation: All remuneration received by a
Participant from the Company or from a Participating Subsidiary during a
calendar year that is considered, in the U.S., as wages reportable under
Section 6051(a)(3) of the Code or, outside the U.S., wages in such
jurisdiction; provided, however, that for purposes of determining a
Participant's Compensation, any election by such Participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall
not be taken into account.
(i) Disability: Inability to engage in any substantial
gainful activity by reason of a medically determinable physical or mental
impairment which constitutes a permanent and total disability, as defined in
Section 22(e)(3) of the Code (or any successor section thereto). The
determination whether a Participant has suffered a Disability shall be made
by the Committee based upon such evidence as it deems necessary and
appropriate. A Participant shall not be considered disabled unless he or she
furnishes such medical or other evidence of the existence of the Disability
as the Committee, in its sole discretion, may require.
(j) Disqualifying Disposition: As such term is defined
in Section 10(f) of the Plan.
(k) Effective Date: The date on which the Plan takes
effect, as defined pursuant to Section 22 of the Plan.
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(l) Fair Market Value: On a given date, the average of
the high and low prices of the Shares as reported on such date on the
Composite Tape of the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if no Composite Tape exists for
such national securities exchange on such date, then on the principal
national securities exchange on which such Shares are listed or admitted to
trading, or, if the Shares are not listed or admitted on a national
securities exchange, the average of the per Share closing bid price and per
Share closing asked price on such date as quoted on the National Association
of Securities Dealers Automated Quotation System (or such market in which
such prices are regularly quoted), or, if there is no market on which the
Shares are regularly quoted, the Fair Market Value shall be the value
established by the Committee in good faith. If no sale of Shares shall have
been reported on such Composite Tape or such national securities exchange on
such date or quoted on the National Association of Securities Dealer
Automated Quotation System on such date, then the immediately preceding date
on which sales of the Shares have been so reported or quoted shall be used.
(m) Maximum Share Amount: Subject to Section 423 of the
Code and Section 10(a) of the Plan, the maximum number of Shares that a
Participant may purchase on any given Purchase Date, as determined by the
Committee in its sole discretion.
(n) Offering Date: The first date of an Offering Period.
(o) Offering Period: An offering period described in
Section 5 of the Plan.
(p) Option: A stock option granted pursuant to Section 8
of the Plan.
(q) Participant: An individual who is eligible to
participate in the Plan pursuant to Section 6 of the Plan.
(r) Participating Subsidiary: A Subsidiary of the
Company that is selected to participate in the Plan by the Committee in its
sole discretion.
(s) Payroll Deduction Account: An account to which
payroll deductions of Participants are credited under Section 10(c) of the
Plan.
(t) Permitted Holders: Luckygold 18A Limited, a British
Virgin Islands company, and its affiliates.
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<PAGE>
(u) Person: As such term is used for purposes of Section
13(d) or 14(d) of the Act (or any successor section thereto).
(v) Plan: The 2000 Peak International Limited Employee
Stock Purchase Plan.
(w) Plan Broker: A stock brokerage or other financial
services firm designated by the Committee in its sole discretion.
(x) Purchase Date: The last date of an Offering Period.
(y) Purchase Price: The purchase price per Share, as
determined pursuant to Section 9 of the Plan.
(z) Retirement: Termination of employment with the
Company or a Subsidiary after such Participant has attained age 55 and five
years of service with the Company; or, with the prior written consent of the
Committee that such termination be treated as a Retirement hereunder,
termination of employment under other circumstances.
(aa) Shares: Shares of common stock of the Company.
(bb) Subsidiary: A subsidiary corporation, as defined in
Section 424(f) of the Code or any successor section thereto.
3. Shares Subject to the Plan
The total number of Shares which may be issued under the
Plan is 200,000. The Shares may consist, in whole or in part, of unissued
Shares, treasury Shares or Shares purchased on the open market. The issuance
of Shares pursuant to the Plan shall reduce the total number of Shares
available under the Plan.
4. Administration of the Plan
The Plan shall be administered by the Committee. The
Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
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<PAGE>
and their beneficiaries or successors). Subject to applicable law, the
Committee may delegate its duties and powers under the Plan to such
individuals as it designates in it sole discretion.
5. Offering Periods
Offering Periods shall be of three month's duration and
shall commence on a quarterly basis. Subject to Section 22 of the Plan, the
first Offering Period shall commence on January 1, 2001 and end on March 31,
2001, and the final Offering Period under the Plan shall commence on
September 1, 2010 and end on December 31, 2010. Notwithstanding the
foregoing, the Committee may change the duration of any Offering Period in
its sole discretion.
6. Eligibility
Any individual who is an employee of the Company or of a
Participating Subsidiary or of its parent is eligible to participate in the
Plan, except for the following employees:
(a) employees whose customary employment is twenty (20)
hours or less per week within the meaning of Section 423(b)(4)(B) of the
Code;
(b) employees whose customary employment is for not more
than five (5) months in any calendar year within the meaning of Section
423(b)(4)(C) of the Code;
(c) employees who, if granted an option would
immediately thereafter own stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the employer
corporation or of its parent or Subsidiary corporation within the meaning of
Section 423(b)(3) of the Code. For purposes of this Section 6(c) of the
Plan, the rules of Section 424(d) of the Code shall apply in determining
stock ownership of an individual, and stock which the employee may purchase
under outstanding options shall be treated as stock owned by the employee;
and
(d) employees who have been employed less than three
months.
7. Participation in the Plan
The Committee shall set forth procedures pursuant to which
Participants may elect to participate in a given Offering Period under the
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Plan. Once a Participant elects to participate in an Offering Period, such
employee shall automatically participate in all subsequent Offering Periods,
unless the employee (a) makes a new election or (b) withdraws from an
Offering Period or from the Plan pursuant to Section 11 of the Plan.
8. Grant of Option on Enrollment
Each Participant who elects to participate in a given
Offering Period shall be granted (as of the Offering Date) an Option to
purchase (as of the Purchase Date) a number of Shares equal to the lesser of
(i) the Maximum Share Amount or (ii) the number determined by dividing the
amount accumulated in such employee's payroll deduction account during such
Offering Period by the Purchase Price.
9. Purchase Price
The Purchase Price at which a Share will be sold for a given
Offering Period, as of the Purchase Date, shall be eighty-five percent (85%)
of the lesser of:
(a) the Fair Market Value of a Share on the Offering
Date; or
(b) the Fair Market Value of a Share on the Purchase
Date.
10. Payment of Purchase Price; Changes in Payroll Deductions; Issuance of
Shares
Subject to Sections 11 and 12 of the Plan:
(a) Payroll deductions shall be made on each day that
Participants are paid during an Offering Period with respect to all
Participants who elect to participate in such Offering Period. The
deductions shall be made as a percentage of the Participant's Compensation in
one percent (1%) increments, from one percent (1%) to twenty percent (20%) of
such Participant's Compensation, as elected by the Participant; provided,
however, that no Participant shall be permitted to purchase Shares under this
Plan (or under any other "employee stock purchase plan" within the meaning of
Section 423(b) of the Code, of the Company or its parent or any of its
Subsidiaries) with an aggregate Fair Market Value (as determined as of each
Offering Date) in excess of $25,000.00 for any one calendar year within the
meaning of Section 423(b)(8) of the Code. For a given Offering Period,
payroll deductions shall commence on the Offering Date and shall end on the
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related Purchase Date, unless sooner altered or terminated as provided in the
Plan.
(b) A Participant shall not change the rate of payroll
deductions once an Offering Period has commenced. The Committee shall
specify procedures by which a Participant may increase or decrease the rate
of payroll deductions for subsequent Offering Periods.
(c) All payroll deductions made with respect to a
Participant shall be credited to his or her Payroll Deduction Account under
the Plan and shall be deposited with the general funds of the Company, and no
interest shall accrue on the amounts credited to such Payroll Deduction
Accounts. All payroll deductions received or held by the Company may be used
by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions. A Participant may not make
any separate cash payment into his or her Payroll Deduction Account, and
payment for Shares purchased under the Plan may not be made in any form other
than by payroll deduction.
(d) On each Purchase Date, the Company shall exercise
all Options granted hereunder by applying all funds then in the
Participant's Payroll Deduction Account to purchase Shares (in whole and/or
fractional Shares, as the case may be) pursuant to the Option granted on the
Offering Date. In the event that the number of Shares to be purchased by all
Participants in one Offering Period exceeds the number of Shares then
available for issuance under the Plan, (i) the Company shall make a pro rata
allocation of the remaining Shares in as uniform a manner as shall be
practicable and as the Committee shall determine to be equitable and (ii) all
funds not used to purchase Shares on the Purchase Date shall be returned,
without interest, to the Participant.
(e) As soon as practicable following the end of each
Offering Period, the number of Shares purchased by each Participant shall be
deposited into an account established in the Participant's name with the Plan
Broker. Unless otherwise permitted by the Committee in its sole discretion,
dividends that are declared on the Shares held in such account shall be
reinvested in whole or fractional Shares.
(f) Once the holding period set forth in Section 423(a)
of the Code has been satisfied with respect to a Participant's Shares, the
Participant may (i) transfer his or her Shares to another brokerage account
of Participant's choosing or (ii) request in writing that a stock certificate
be issued to him or her with respect to the whole Shares in his or her Plan
Broker account and that any fractional Shares remaining in such account be
paid in cash to him or her. The Committee may require, in its sole
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discretion, that the Participant bear the cost of transferring such Shares or
issuing certificates for such Shares. Any Participant who engages in a
"Disqualifying Disposition" of his or her Shares within the meaning of
Section 421(b) of the Code shall notify the Company of such Disqualifying
Disposition in accordance with Section 20 of the Plan.
(g) The Participant shall have no interest or voting
right in the Shares covered by his or her Option until the Participant's
Shares shall have been deposited in the Participant's account with the Plan
Broker.
11. Withdrawal
Each Participant may withdraw from an Offering Period or
from the Plan under such terms and conditions as are established by the
Committee in its sole discretion. Upon a Participant's withdrawal from an
Offering Period or from the Plan, all accumulated payroll deductions in the
Payroll Deduction Account shall be returned, without interest, to such
Participant, and he or she shall not be entitled to any Shares on the
Purchase Date or thereafter with respect to the Offering Period in effect at
the time of such withdrawal. Such Participant shall be permitted to
participate in subsequent Offering Periods pursuant to such terms and
conditions established by the Committee in its sole discretion.
12. Termination of Employment
A Participant shall cease to participate in the Plan upon
his or her termination of employment for any reason (including, but not
limited to, Retirement, death or Disability). In such event, all payroll
deductions credited to the Participant's Payroll Deduction Account shall be
returned, without interest, to such Participant or to his or her designated
beneficiary, as the case may be, and such Participant or beneficiary shall
have no future rights in any unexercised Options under the Plan.
13. Adjustments Upon Certain Events
Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Options granted under
the Plan:
(a) Generally. In the event of any change in the
outstanding Shares by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
Shares or other corporate exchange, or any distribution to stockholders of
Shares other than regular cash dividends, the Committee in its sole
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discretion and without liability to any person may make such substitution or
adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan, (ii) the Purchase Price and/or (iii) any other affected terms of such
Options.
(b) Change in Control. In the event of a Change in
Control, the Committee in its sole discretion and without liability to any
person may take such actions, if any, as it deems necessary or desirable with
respect to any Option as of the date of the consummation of the Change in
Control.
14. Nontransferability
No Options granted under the Plan shall be transferable or
assignable by the Participant otherwise than by will or by the laws of
descent and distribution, and Options shall only be exercisable, during the
Participant's lifetime, by the Participant.
15. No Right to Employment
The granting of an Option under the Plan shall impose no
obligation on the Company or any Subsidiary to continue the employment of a
Participant and shall not lessen or affect the Company's or Subsidiary's
right to terminate the employment of such Participant.
16. Section 423 of the Code
The Plan is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code or any successor
section thereto. Accordingly, all Participants shall have the same rights
and privileges under the Plan, subject to any exceptions that are permitted
under Section 423(b)(5) of the Code. Any provision of the Plan that is
inconsistent with Section 423 of the Code or any successor provision shall,
without further act or amendment, be reformed to comply with the requirements
of Section 423. This Section 16 shall take precedence over all other
provisions in the Plan.
17. Amendment or Termination of the Plan
The Plan shall continue until the earliest to occur of the
following: (a) termination of the Plan by the Board, (b) issuance of all of
the Shares reserved for issuance under the Plan, (c) December 31, 2010, or
(d) failure to satisfy the conditions of Section 22 of the Plan. The Board
may amend, alter or discontinue the Plan, but no amendment, alteration or
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<PAGE>
discontinuation shall be made which, (a) without the approval of the
stockholders of the Company, would (except as is provided in Section 13 of
the Plan), increase the total number of Shares reserved for the purposes of
the Plan or (b) without the consent of a Participant, would impair any of the
rights or obligations under any Option theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend
the Plan in such manner as it deems necessary to permit the granting of
Options meeting the requirements of the Code or other applicable laws.
18. Tax Withholding
The Participant's employer shall have the right to withhold
from such Participant such withholding taxes as may be required by federal,
state, local or other law, or to otherwise require the Participant to pay
such withholding taxes. Unless the Committee specifies otherwise, a
Participant may elect to pay a portion or all of such withholding taxes by
(a) delivery of Shares or (b) having Shares withheld by the Company from the
Shares otherwise to be received. The Shares so delivered or withheld shall
have an aggregate Fair Market Value equal to the amount of such withholding
taxes.
19. International Participants
With respect to Participants who reside or work outside the
United States of America, the Committee may, in its sole discretion, amend
the terms of the Plan or Awards with respect to such Participants in order to
conform such terms with the requirements of local law.
20. Notices
All notices and other communications hereunder shall be in
writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission
with delivery confirmed (by voice or otherwise) to the parties at the
following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:
Peak International Limited
Stock Administration
PO Box 1767
44091 Nobel Drive
Fremont, CA 94538
Or
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Peak International Limited
Stock Administration
Peak International, Limited
Units 3, 4, 5 and 7, 37th Floor, Cable TV Tower,
9 Hoi Shing Road, Tsuen Wan N.T., Hong Kong
21. Choice of Law
The Plan shall be governed by and construed in accordance
with the laws of the State of California applicable to contracts made and to
be performed in the State of California, without regard to conflicts of laws
principles thereof.
22. Effectiveness of the Plan
The Plan shall become effective on the date on which it is
adopted by the Board (the "Effective Date"); provided, however, that the Plan
must be approved within twelve (12) months before or after the Effective Date
by the stockholders of the Company. The Company may commence payroll deductions
on behalf of Participants pursuant to the Plan prior to such stockholder
approval; provided, however, that the use of such payroll deductions to
purchase Shares pursuant to the exercise of Options hereunder is contingent
upon stockholder approval of the Plan. If stockholder approval of the Plan
is not obtained prior to the first Purchase Date, the Plan shall terminate
and all amounts withheld through payroll deduction or held in a Participant's
Payroll Deduction Account shall be returned to such Participant, without
interest.
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Exhibit 15.1
To the Board of Directors of
Peak International Limited:
We have reviewed the accompanying consolidated balance sheet of Peak
International Limited and subsidiaries as of September 30, 2000, and the
related consolidated statements of income and cash flows for the three months
and six months then ended. These financial statements are the responsibility
of the company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in
the United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to such consolidated financial statements for them to be
in conformity with accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Peak International Limited and subsidiaries as of March 31, 2000,
and the related consolidated statements of income and comprehensive income,
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated April 28, 2000, except for Notes 5 and 11(c)
to the financial statements, as to which the date is August 4, 2000, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying consolidated
balance sheet as of March 31, 2000, is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.
DELOITTE TOUCHE TOHMATSU
Hong Kong,
October 23, 2000
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Exhibit 27.1
Financial Data Schedule
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