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 April 2000
PEAK INTERNATIONAL LIMITED
(Exact name of Registrant as specified in its charter)
Units 3, 4, 5 and 7, 37th Floor,
Cable TV Tower
9 Hoi Shing Road,
Tsuen Wan
N.T., Hong Kong
(Address of registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F x Form 40-F
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
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): ______
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Peak International Limited files the following Form of Proxy for
Use at the Annual General Meeting and Proxy Statement supplement, which
previously were distributed to its securityholders on or around September
28, 1999, as exhibits to this Report, which exhibits are incorporated by
reference into this Report:
Exhibit 99.1 Form of Proxy for Use at the Annual General Meeting
of Peak International Limited held on November 3, 1999
Exhibit 99.2 Proxy Statement supplement to the Form of Proxy for Use at
the Annual General Meeting of Peak International Limited
held on November 3, 1999
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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
By: /s/ Jack Menache
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Name: Jack Menache
Title: Vice President Administration,
General Counsel & Secretary
Date: April 19, 2000
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Exhibit 99.1
PEAK INTERNATIONAL LIMITED
(Incorporated in Bermuda with limited liability)
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING
(or at any adjournment thereof)
I/We (Note 1) __________________________________________________________
of _____________________________________________________________________
the registered holder(s) of (Note 2) ________ shares par value US$0.01 per
share each in the capital of Peak International Limited (the "Company'),
HEREBY APPOINT
(Note 3) _______________________________________________________________
of _____________________________________________________________________
or failing him, the Chairman of the meeting, as my/our proxy to act for
me/us at the Annual General Meeting (or at any adjournment thereof) of
the Company to be held at The Waldorf Astoria, 301 Park Avenue, New York,
NY 10022-6897 on 3 November 1999 at 11:00 a.m. (New York time) and in
particular (but without limitation) at such meeting (or at any
adjournment thereof) to vote for me/us and in my/our name(s) as indicated
below or, if no such indication is given as my/our proxy thinks fit.
FOLD AND DETACH HERE
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1. To re-elect Calvin Reed, William Snyder and Douglas Broyles as
Directors.
FOR AGAINST ABSTAIN
2. To authorize the Directors to fix the remuneration of the
Directors.
FOR AGAINST ABSTAIN
3. To adopt the financial statements and reports of the directors
and auditors for the year ended 31 March, 1999.
FOR AGAINST ABSTAIN
4. To re-appoint Deloitte Touche Tohmatsu as independent auditors
of the Company.
FOR AGAINST ABSTAIN
5. To authorize the Directors to fix the remuneration of the
auditors.
FOR AGAINST ABSTAIN
6. To pass the resolutions set out in:
i. Paragraph 6.a of the Notice of the Meeting (relating to
amendments to bye-law 165).
FOR AGAINST ABSTAIN
ii. Paragraph 6.b. of the notice of the meeting (relating to
amendment to section 4 of the Peak International Limited
1996 Share Option Plan).
FOR AGAINST ABSTAIN
7. To ratify the acts of the Directors and Officers.
FOR AGAINST ABSTAIN
Signature __________________ Signature __________________ Date __________
Please sign exactly as name appears. If acting as attorney, executor,
trustee or in other representative capacity, sign name and title.
FOLD AND DETACH HERE
Notes:
1. Full name(s) and address(es) should be inserted in BLOCK
CAPITALS.
2. Please insert the number of shares of US$0.01 each
registered in your name(s). If no number is inserted, this
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form of proxy will be deemed to relate to all the shares of
the Company registered in your name(s).
3. Please insert the name and address of the proxy. IF NO NAME
IS INSERTED, THE CHAIRMAN OF THE MEETING WILL, SUBJECT TO
THE LIMITATION SET OUT BELOW, ACT AS YOUR PROXY. Under the
Company's bye-laws, a resolution put to the meeting will be
decided on a show of hands unless a poll is properly
demanded. On a show of hands, every member present in
person or (being a corporation) by a duly authorised
representative or by proxy will have one vote. AS THE
CHAIRMAN OF THE MEETING IS ONLY ABLE TO EXERCISE ONE VOTE ON
A SHOW OF HANDS, HE WILL USE THE VOTE FOR THOSE MEMBERS WHO
WISH TO VOTE FOR ANY OR ALL OF THE RESOLUTIONS PUT TO THE
MEETING. IF YOU WISH TO VOTE AGAINST ANY OR ALL OF THE
RESOLUTIONS PUT TO THE MEETING, YOU MUST APPOINT A PERSON
OTHER THAN THE CHAIRMAN OF THE MEETING TO ACT AS YOUR PROXY.
4. IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE
RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A
RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED
"AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY
RESOLUTION PLEASE TICK THE RELEVANT BOX MARKED "ABSTAIN".
Failure to tick any box will entitle your proxy to cast your
vote at his discretion. Your proxy will also be entitled to
vote at his discretion on any resolution properly out to the
meeting other than those referred to in the notice convening
the meeting.
5. This form of proxy must be signed by you or your attorney
duly authorised in writing, in the case of a corporation,
must be either under its seal or under the hand of an
officer, attorney or other person duly authorised.
6. In the case of joint holders, any one of such joint holders
may vote, either in person or by proxy, at the meeting, but
if more than one of the joint holders are present at the
meeting, the vote of the senior who tenders a vote, either in
person or by proxy, will be accepted to the exclusion of the
votes of the other joint holders, and for this purpose,
seniority shall be determined by the order in which the
names stand in the register of members.
7. In order to be valid, this form of proxy and the power of
attorney or other authority (if any) under which it is
signed or a notarially certified copy of that power of
authority, must be deposited at ChaseMellon Shareholder
Services, Proxy Processing, Church Street Station, P.O. Box
1675, New York, NY 10277-1675 not less than 48 hours before
the time appointed for holding the meeting or the adjourned
meeting (as the case may be).
8. The proxy need not be a member of the Company but must
attend the meeting in person to represent you.
9. Completion and deposit of the form of proxy will not
preclude you from attending and voting at the meeting if you
so wish.
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Exhibit 99.2
[LOGO]
PROXY STATEMENT
This Proxy Statement is supplemental to the Form of Proxy for the Annual
General Meeting ("AGM") of Peak International Limited (the "Company") to be
held on Wednesday 3 November 1999.
I. RE-ELECTION OF CERTAIN DIRECTORS
Messrs. William Snyder, Douglas Broyles and Calvin Reed will retire as
directors of the Company, and, being eligible for re-election pursuant to the
Bye-laws of the Company, have offered themselves for re-election as directors
of the Company. At each annual general meeting, one-third of the directors
for the time being (or, if their number is not a multiple of 3, the number
nearest to but not greater than one-third) must retire from office by
rotation. The chairman of the Board is not, whilst holding such office,
subject to retirement by rotation or taken into account in determining the
number of directors to retire each year. A retiring director is eligible for
re-election. The directors to retire by rotation include (so far as
necessary to ascertain the number of directors to retire by rotation) any
director who wishes to retire and not to offer himself for re-election. Any
further directors to retire are those subject to retirement by rotation who
have been longest in office since their last re-election or appointment. As
between persons who became or were last re-elected directors on the same day,
those to retire will (unless they otherwise agree among themselves) be
determined by lot. Messrs. Snyder, Broyles and Reed were appointed to their
respective directorship positions in 1999.
Mr. Calvin Reed has served as President and Chief Executive Officer and
as a member of our Board of Directors since April 1999. Mr. Reed has over
thirty years of experience in the electronics and technology sectors. From
1993 to 1998 Mr. Reed served as the Chairman, President, and Chief Executive
Officer of Valance Technology, Inc., as NASDAQ company.
Mr. William Snyder is Chief Financial Officer of Etec Systems, Inc., a
publicly traded capital equipment manufacturer. He has served as Chief
Financial Officer and in finance capacities for a number of technology
companies, including Integrated Device Technology, Aetrix Computer
Corporation, Zilog, Inc. and Digital Equipment Corporation. He was appointed
as a director of the Company on 28 July 1999.
Mr. Douglas Broyles has served as a member of the Board of Directors
since May 1999. He holds patents for image scanning, printing and
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microprocessor control techniques. He currently serves as President and
Chief Executive Officer of Avalon Data, which positions he has held since
1996.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR the re-
election of Messrs. Reed, Snyder and Broyles.
II. REMUNERATION OF THE DIRECTORS
The Board of Directors also seeks shareholder approval to authorise the
Board of Directors to fix the remuneration for the Directors of the Company
in respect of their service to the Company as directors.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR the
proposal authorising the Board of Directors to fix the remuneration of the
directors of the Company.
III. SHAREHOLDER RECEIPT AND CONSIDERATION OF THE COMPANY'S AUDITED
FINANCIAL STATEMENTS AND REPORTS OF THE DIRECTORS AND AUDITORS
The Company seeks to have the shareholders receive, consider and adopt
the audited consolidated financial statements of the Company (the "Audited
Statements") and reports of the directors and auditors (the "Reports of the
Directors and Auditors") for the year ended March 31, 1999. Each of the
Audited Statements and the Reports of the Directors and Auditors is included
in the Company's Annual Report for Fiscal 1999 on Form 20-F, a copy of which
is enclosed.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors of the Company recommends that shareholders vote
FOR this proposal.
IV. SHAREHOLDER APPROVAL OF RE-APPOINTMENT OF INDEPENDENT AUDITORS
The Company seeks shareholder approval for the re-appointment of member
firms of Deloite Touche Tohmatsu, independent public accountants, as the
independent auditors of the Company to hold such office until the conclusion
of the next Annual General Meeting. The Board of Directors also seeks
shareholder approval to authorise the Board of Directors to fix the
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remuneration for Deloitte Touche Tohmatsu in respect of its service to the
Company for the financial year ending March 31, 2000. Deloitte Touche
Tohmatsu has served as the independent auditors for the Company since
February 28, 1997.
Representatives of Deloitte Touche Tohmatsu are expected to be present
at the AGM with the opportunity to make a statement and to be available to
respond to questions regarding these or any other appropriate matters.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR the re-
appointment of member firms of Deloitte Touche Tohmatsu as auditors.
V. REMUNERATION OF AUDITORS
The Company seeks shareholder approval to authorise the directors to fix
the remuneration of the auditors.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR the
proposal authorising the Board of Directors to fix the remuneration of
Deloitte Touche Tohmatsu as auditors.
VI. AMENDMENTS TO BYE-LAW 165 OF THE BYE-LAWS
The Company seeks shareholder approval to amend Bye-law 165 of the
Company's Bye-laws to broaden the indemnity of directors and officers of the
Company to include advancing expenses in respect of any action taken against
the directors or officers and to make it clear that any amendment to Bye-law
165 will not affect rights to indemnification prior to the amendment.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR this
proposal.
VII. AMENDMENTS TO SECTION 4 OF THE 1998 SHARE OPTION PLAN
The Company seeks shareholder approval to amend Section 4 of the Share
Option Plan to increase the number of shares with respect to which awards may
be granted under the plan to 2,200,000 and to increase the awards to a
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maximum of 200,000 shares which may be granted to any one participant in any
calendar year.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR this
proposal.
VIII. CONFIRMATION OF ACTS OF THE DIRECTORS
The Company seeks shareholders approval for the actions of the directors
since the last annual general meeting. Apart from matters in the Directors
Report attention is drawn to the following matters.
The first is that the Company has entered into indemnification
agreements with certain directors. The indemnification agreements are
similar to the indemnity provided by the Company's Bye-laws.
The second matter is that Calvin Reed was granted 400,000 options to
purchase shares of the Company. The first 150,000 options for the purchase
of 150,000 shares were at a per share exercise price equal to $321/32. The
second 150,000 options for the purchase of 150,000 shares were at a per share
exercise price equal to $7.00 per share. The remaining options for the
purchase of 100,000 shares were at a per share exercise price equal to $10.00
per share. The options are exercisable until 22 April 2009. The options
vest in twelve equal, quarterly installments but in certain circumstances the
options will be accelerated. Except in certain limited circumstances, the
options are not exercisable for two years.
The third matter relates to share options granted to William Snyder. On
28 July 1999 Mr. Snyder was granted options to purchase 10,000 shares under
the 1998 Share Option Plan at a price per share equal to the average of the
highest and lowest trading prices on NASDAQ National Market on that date.
The options are otherwise exercisable, until 28 July 2009, on the terms and
conditions of the plan and the option agreement with Mr. Snyder.
The fourth matter relates to share options granted to Jack Menache. On
5 May 1999 Mr. Menache was granted options to purchase 10,000 shares under
the 1998 Share Option Plan at a price equal to $3 7/8 per share. The options
have vested and are exercisable until 5 May 2009. On 28 July 1999 Mr.
Menache was granted options to purchase 100,000 shares under the 1997 Share
Option Plan at a price per share equal to the average of the highest and
lowest trading prices on the NASDAQ National Market on that date. The
options vest in twelve equal, quarterly installments but in certain
circumstances the options will be accelerated. The options are otherwise
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exercisable until 28 July 2009, on the terms and conditions of the plan and
the option agreement with Mr. Menache.
The fifth matter relates to share options granted to Douglas Broyles.
Mr. Broyles was granted options to purchase 10,000 shares under the 1998
Share Option Plan on 5 May 1999 at $3 7/8, exercisable on the day of grant.
Mr. Broyles' options expire on 5 May 2009.
The sixth matter relates to share options granted to Merry Mo. Mr. Mo
was granted options to purchase an aggregate of 200,000 shares at a price
equal to $321/32 per share, 100,000 options became exercisable on 23 April
1999 and 100,000 options become exercisable on 1 October 1999. Mr. Mo's
options expire on 23 April 2009.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast at the meeting by the shareholders entitled to vote thereon.
The Board of Directors recommends that Shareholders vote FOR this
proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Company does not intend to
present and has not been informed that any other person intends to present
any business not specified in this Proxy Statement for action at the AGM.
Shareholders are urged to sign the enclosed proxy form and to return it
promptly in the enclosed envelope. Proxies will be voted in accordance with
shareholders' directors. Signing the proxy form does not effect a
shareholders' right to vote in person at the AGM, and the proxy may be
revoked prior to its exercise by appropriate notice to the undersigned. If
no directions are given, proxies will be voted for the (i) re-election of
certain Directors, (ii) receipt and consideration of the Company's Audited
Statements and Reports of the Directors and Auditors, (iii) re-appointment of
independent auditors, (iv) amendments to bye-law 165 of the bye-laws, (v)
confirmation of acts of the directors, (vi) amendments to section 4 of the
1998 share option plan. A Shareholder who is the holder of two or more
Shares may appoint more than one proxy to represent him/her and vote on
his/her behalf at the AGM.
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Calvin Reed
President
for and on behalf of the Board of Directors
Peak International Limited
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