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As filed with the Securities and Exchange Commission on December 18, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEAK INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Bermuda None
(State or other jurisdiction of (I.R.S. Employer Indentification
incorporation or organization) Number)
44091 Nobel Drive
P.O. Box 1767
Fremont, CA 94538
(Address of Principal Executive Offices)
2000 PEAK INTERNATIONAL LIMITED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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Jack Menache
Vice President Administration, General Counsel & Secretary
Peak International, Inc.
44091 Nobel Drive
Fremont, CA 94538
(Name and address of Agent for Service)
Copies to:
Michael J. Nooney
Simpson Thacher & Bartlett
3330 Hillview Avenue
Palo Alto, CA 94304
(650) 251-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered (a) Share (b) Price(b) Registration Fee
---------------------------------------- ----------------- ------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, par value US $.01 per share 700,000 6.0625 4,243,750 1,120.35
</TABLE>
(a) Includes (i) 200,000 shares issuable pursuant to the 2000 Peak International
Limited Employee Stock Purchase Plan and (ii) 500,000 shares issuable
pursuant to the 1998 Share Option Plan.
(b) 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 15,
2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
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 200,000 shares of the Registrant's
Common Stock, par value US$0.01 per share ("Common Stock"), for issuance
pursuant to the Company's 2000 Employee Stock Purchase Plan (the "2000 Plan"),
and 500,000 shares of Common Stock for issuance pursuant to the Company's 1998
Share Option Plan (the "1998 Plan").
Item 3. Incorporation of Documents By Reference.
The following documents are hereby incorporated by reference: (i) the
Company's annual report on Form 20-F for the year ended March 31, 2000, filed
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") on August 14, 2000 (File No. 000-29332) and amended on
August 29, 2000, (ii) the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2000, filed with the Commission pursuant to the Exchange
Act on August 14, 2000 (File No. 000-29332), (iii) the Company's quarterly
report on Form 10-Q for the quarter ended September 30, 2000, filed with the
Commission pursuant to the Exchange Act on November 15, 2000 (File No. 000-
29332), (iv) the Company's annual proxy statement, filed with the Commission on
Form 6-K pursuant to the Exchange Act on August 14, 2000 (File No. 000-29332)
and amended on August 29, 2000, (v) the section entitiled "DESCRIPTION OF THE
SHARES" in the Company's Registration Statement on Form F-1, filed on May 29,
1998 (File No. 333-53925), and (vi) the Company's registration statement on Form
S-8, filed with the Commission pursuant to the Securities Act of 1933, as
amended on July 30, 1998 (File No. 333-60161).
In addition, all documents filed by the Company 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 a part
hereof from the date of filing of such documents.
Any statement contained herein or 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 that is
or is deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4. Description of Securities.
Not applicable.
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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
the Directors, Secretary and other officers 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, or 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 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 Registrant has obtained an insurance policy which provides
liability coverage, including coverage for liabilities arising under 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. List of Exhibits.
Exhibit Description
4.1 Memorandum of Association of the Registrant (filed as
an exhibit to the Registrant's Registration Statement
on Form F-1 (File No. 333-6652) and incorporated
herein by reference)
4.2 Bye-Laws of the Registrant (filed as an exhibit to
the Registrant's Registration Statement on Form F-1
(File No. 333-6652) and incorporated herein by
reference)
4.3 Specimen of Share Certificate for the Shares of
Common Stock of the Registrant (filed as an exhibit
to the Registrant's Registration Statement on Form
F-1 (File No. 333-6652) and incorporated herein by
reference)
4.4 2000 Peak International Limited Employee Stock
Purchase Plan*
4.5 1998 Share Option Plan (filed as an exhibit to the
Registrant's Registration Statement on Form S-8 (File
No. 333-60161) and incorporated herein by reference)
5 Opinion of Conyers Dill & Pearman*
<PAGE>
Exhibit Description
15 Awareness Letter of Deloitte Touche Tohmatsu*
23.1 Consent of Deloitte Touche Tohmatsu*
23.2 Consent of Conyers Dill & Pearman (included in the
opinion filed as Exhibit 5)
24 Powers of Attorney (included as part of the signature
pages hereof)
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* Filed herewith
Item 9. Required 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 this 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this
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 this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this 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; and
(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.
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(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 this 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 Commission such
indemnification is against public policy as expressed in the 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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, hereunto duly authorized, in the city of Fremont, State of
California, on this 18th day of December 2000.
PEAK INTERNATIONAL LIMITED
By: /s/ Calvin Reed
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Calvin Reed
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Calvin Reed, Jerry Mo and Jack Menache,
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
following capacities on this 18th day of December 2000:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Calvin Reed President and Chief Executive December 18, 2000
-------------------------------------- Officer
Calvin Reed
/s/ Jerry Mo Chief Financial Officer and December 18, 2000
-------------------------------------- Controller
Jerry Mo
/s/ T.L. Li Chairman of the Board December 18, 2000
--------------------------------------
T.L. Li
/s/ Douglas Broyles Director December 18, 2000
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Douglas Broyles
/s/ William Snyder Director December 18, 2000
--------------------------------------
William Synder
</TABLE>
The U.S. Authorized Representative. Because the registrant is a foreign
person under the Securities Act of 1933, as amended, this registration statement
has been signed by the following person as the registrant's authorized
representative in the United States on this 18th day of December 2000.
PEAK INTERNATIONAL LIMITED
By: /s/ Jack Menache
-----------------------------------
Jack Menache
Vice President Administration,
General Counsel & Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Memorandum of Association of the Registrant (filed as an exhibit to the
Registrant's Registration Statement on Form F-1 (File No. 333-6652) and
incorporated herein by reference)
4.2 Bye-Laws of the Registrant (filed as an exhibit to the Registrant's
Registration Statement on Form F-1 (File No. 333-6652) and incorporated
herein by reference)
4.3 Specimen of Share Certificate for the Shares of Common Stock of the
Registrant (filed as an exhibit to the Registrant's Registration
Statement on Form F-1 (File No. 333-6652) and incorporated herein by
reference)
4.4 2000 Peak International Limited Employee Stock Purchase Plan*
4.5 1998 Share Option Plan (filed as an exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 333-60161) and
incorporated herein by reference)
5 Opinion of Conyers Dill & Pearman*
15 Awareness Letter of Deloitte Touche Tohmatsu*
23.1 Consent of Deloitte Touche Tohmatsu*
23.2 Consent of Conyers Dill & Pearman (included in the opinion filed as
Exhibit 5)
24 Powers of Attorney (included as part of the signature pages hereof)
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* Filed herewith
