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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
AMENDMENT NO.1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended March 31, 2000
Commission file number: 0-29332
PEAK INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant's Name Into English)
Bermuda
(Jurisdiction of Incorporation or Organization)
44091 Nobel Drive
P.O. Box 1767
Fremont, CA 94538
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the
Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
Common Stock, par value US $0.01 per share Nasdaq Stock Market National Market
</TABLE>
Securities registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
<TABLE>
<S> <C>
Common Stock, par value US$0.01 per share..................... 13,686,305
</TABLE>
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 twelve 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 by check mark which financial statement item the registrant has
elected to follow.
Item 17 [_] Item 18 [X]
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ITEM 4. CONTROL OF REGISTRANT
The following table has been revised solely to update the number of shares
owned by certain beneficial owners and sets forth certain information with
respect to the beneficial ownership of the Shares as of August 4, 2000, for
(i) each person known by the Company to beneficially own more than 5% of the
Shares, (ii) each of the Company's directors, (iii) the Company's Chief
Executive Officer, (iv) each of the Company's four other most highly
compensated executive officers for the financial year ended March 31, 2000,
and (v) all current directors and executive officers as a group. Amounts
appearing in the table below include all Shares outstanding as of August 4,
2000 and all Shares issuable upon the exercise of options or warrants within
60 days of August 4, 2000. Unless otherwise noted, the address of each of the
Shareholders named below is the Company's principal executive office.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Shares as of August 4, 2000, for (i) each person
known by the Company to beneficially own more than 5% of the Shares, (ii) each
of the Company's directors, (iii) the Company's Chief Executive Officer, (iv)
each of the Company's four other most highly compensated executive officers
for the financial year ended March 31, 2000, and (v) all current directors and
executive officers as a group. Amounts appearing in the table below include
all Shares outstanding as of August 4, 2000 and all Shares issuable upon the
exercise of options or warrants within 60 days of August 4, 2000. Unless
otherwise noted, the address of each of the Shareholders named below is the
Company's principal executive office.
<TABLE>
<CAPTION>
Number of Percentage
Name of Beneficial Owner Shares of Class
------------------------ --------- ----------
<S> <C> <C>
Luckygold 18A Ltd.(/1/)................... 7,888,038(/2/)(/3/)(/4/) 53.54%
Fidelity Management & Research ........... 1,750,000 11.88%
Wellington Management Company LLP......... 1,211,000 8.22%
L-R Managers.............................. 1,205,000 8.18%
Rockefeller & Company..................... 1,043,000 7.08%
Mr. T.L. Li (/1/)......................... 0 0%
Mr. Douglas Broyles....................... 22,000 0.15%
Ms. Christine Russell..................... 10,000 0.07%
Mr. William Snyder........................ 22,000 0.15%
Mr. Calvin Reed........................... 186,464 1.27%
Mr. Jerry Mo.............................. 246,985 1.68%
Mr. Jack Menache.......................... 50,587 0.34%
Mr. Larry Worth........................... 5,276 0.04%
Mr. Bill Sweetman......................... 17,212 0.12%
All directors and executive officers as a
group (9 persons)........................ 8,448,562 57.35%
</TABLE>
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(1) Mr. T.L. Li is the sole Shareholder of Luckygold.
(2) Includes 5,300,000 Shares pledged to Peak TrENDS Trust, and held by a
collateral agent, pursuant to a Collateral Agreement, dated as of June 3,
1998, among Luckygold, the Bank of New York, as collateral agent, and Peak
TrENDS Trust. Pursuant to the Collateral Agreement, Luckygold retains
voting control of the pledged Shares so long as no default exists under
that agreement. In the event of a default, voting control of these Shares
would shift to the Peak TrENDS Trust.
(3) Includes Shares held by Mr. T.L. Li through Luckygold. On December 18,
1998, Mr. Richard Brook, our former CEO, filed a complaint against Mr. Li
and Luckygold in the District Court of Travis County, Texas, No. 9814103,
asserting breach of contract against Mr. Li and seeking a constructive
trust over 692,536 Shares held by Luckygold. The Company is not named as a
party to this action and we do not believe that this complaint will have
any material effect on the Company or its operations.
(4) On May 15, 2001, the Peak TrENDS Trust will dissolve, and, subject to a
cash settlement provision, the 5,300,000 Shares pledged to the Peak TrENDS
Trust will be distributed to the holders of the Trust's securities. We
expect that as a result, Luckygold will no longer hold a sole majority
interest in our Shares.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, there unto duly authorized.
Peak International Limited
/s/ Calvin Reed
By __________________________________
Calvin Reed
Chief Executive Officer and
President
August 29, 2000
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