<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2000
REGISTRATION NO. 333-47616
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UTI WORLDWIDE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
BRITISH VIRGIN ISLANDS 4731 INAPPLICABLE
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
9 COLUMBUS CENTRE
PELICAN DRIVE
ROAD TOWN
TORTOLA
BRITISH VIRGIN ISLANDS
(284) 494-4567
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S REGISTERED OFFICES)
ROGER I. MACFARLANE
C/O UNION-TRANSPORT CORPORATION
19443 LAUREL PARK ROAD, SUITE 107
RANCHO DOMINGUEZ, CALIFORNIA 90220
(310) 604-3311
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
STEPHEN D. COOKE, ESQ. RODNEY R. PECK, ESQ.
RALPH H. WINTER, ESQ. PATRICIA F. YOUNG, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP EDWARD E. POWELL, ESQ.
695 TOWN CENTER DRIVE, 17TH FLOOR PILLSBURY MADISON & SUTRO LLP
COSTA MESA, CALIFORNIA 92626-1924 50 FREMONT STREET
(714) 668-6200 SAN FRANCISCO, CALIFORNIA 94105-2228
(415) 983-1000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee........................................ $ 24,258
NASD filing fee............................................. 12,000
Nasdaq National Market listing fee.......................... 95,000
Blue Sky fees and expenses.................................. 15,000
Attorneys' fees and expenses................................ 1,075,000
Accountants' fees and expenses.............................. 550,000
Transfer Agent's and Registrar's fees and expenses.......... 1,250
Printing and engraving fees................................. 175,000
Miscellaneous............................................... 52,492
----------
Total..................................................... $2,000,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The International Business Companies Act, 1984 of the British Virgin
Islands permits an international business company to indemnify directors and
officers and permits an international business company to acquire liability
insurance for directors and officers.
Our Articles of Association provide that, to the fullest extent permitted
by the laws of the British Virgin Islands or any other applicable laws, our
directors will not be personally liable to us or our shareholders for any acts
or omissions in the performance of their duties. Such limitation of liability
does not affect the availability of equitable remedies such as injunctive relief
or rescission. These provisions will not limit the liability of directors under
United States federal securities laws.
Under our Articles of Association, we are empowered to indemnify our
directors and officers as follows:
"1. Subject to the limitations hereinafter provided, the Company may
indemnify against all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and reasonably incurred
in connection with legal, administrative or investigative proceedings
any person who:
(a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact
that the person is or was a director, an officer or a liquidator of
the Company; or
(b) is or was, at the request of the Company, serving as a director,
officer or liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other
enterprise.
2. The Company may only indemnify a person if the person acted honestly and
in good faith with a view to the best interests of the Company and, in
the case of criminal proceedings, the person had no reasonable cause to
believe that his conduct was unlawful.
3. The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the Company
and as to whether the person had no reasonable cause to believe that his
conduct was unlawful is, in the absence of fraud, sufficient for the
purposes of these Articles, unless a question of law is involved.
II-1
<PAGE> 3
4. The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good
faith and with a view to the best interests of the Company or that the
person had reasonable cause to believe that his conduct was unlawful.
5. If a person to be indemnified has been successful in defense of any
proceedings referred to above the person is entitled to be indemnified
against all expenses, including legal fees, and against all judgments,
fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.
6. The Company may purchase and maintain insurance in relation to any
person who is or was a director, an officer or a liquidator of the
Company, or who at the request of the Company is or was serving as a
director, an officer or a liquidator of, or in any other capacity is or
was acting for, another company or a partnership, joint venture, trust
or other enterprise, against any liability asserted against the person
and incurred by the person in that capacity, whether or not the Company
has or would have had the power to indemnify the person against the
liability as provided in these Articles."
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since January 31, 1997, we have issued the following securities without
registration under the Securities Act:
1. On September 23, 1997, we sold 1,468,828 ordinary shares to
non-U.S. institutional and individual investors in exchange for total cash
consideration of US$14,233,086 pursuant to Rule 903 of Regulation S under
the Securities Act.
2. On September 23, 1997, we issued 131,062 ordinary shares to the
trust for the Union-Transport Share Incentive Plan. In exchange for the
issuance, we received a loan agreement for US$1,270,000 from the trust for
the plan. We issued these securities under an exemption provided by Rule
701 under the Securities Act.
3. On March 31, 1998, we issued 18,376 ordinary shares to the seller
of Per Transport SrL in connection with our acquisition of that entity and
we sold 206,771 ordinary shares for US$2,780,000 cash to one non-U.S.
institutional investor. We issued these securities pursuant to Rule 903 of
Regulation S under the Securities Act.
4. On June 2, 1998, we privately placed pursuant to Section 4(2) of
the Securities Act 2,912 ordinary shares to the seller of Megatrans
International Inc. in connection with our acquisition of that entity. We
also sold 558,001 ordinary shares for US$9,579,483 cash to two non-U.S.
institutional investors pursuant to Rule 903 of Regulation S under the
Securities Act.
5. On July 3, 1998, we sold 1,386,632 ordinary shares to three
non-U.S. institutional investors for US$23,800,000 cash pursuant to Rule
903 of Regulation S under the Securities Act.
6. On September 1, 2000, we entered into an agreement to issue
US$2,500,000 worth of our ordinary shares to two accredited investors as
part of our purchase of assets from the Continental group of companies. We
entered into this agreement pursuant to Section 4(2) of the Securities Act.
7. On September 25, 2000, we entered into an agreement to sell
US$1,000,000 worth of our ordinary shares to Alan C. Draper, one of our
officers and directors. We entered into this agreement pursuant to Section
4(2) of the Securities Act.
II-2
<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1 Underwriting Agreement, as amended*
3.1 Memorandum of Association of the Registrant*
3.2 Articles of Association of the Registrant*
4.1 Specimen certificate for ordinary shares*
5.1 Opinion of Harney Westwood & Riegels regarding the validity
of ordinary shares
10.1 Non-Employee Directors Share Option Plan*
10.2 2000 Stock Option Plan*
10.3 2000 Employee Share Purchase Plan*
10.4 Form of Employment Agreement between Mr. Wessels and
Registrant*
10.5 Form of Employment Agreement between Mr. MacFarlane and
Registrant*
10.6 Form of Employment Agreement between Mr. Thorrington and
Registrant*
10.7 Form of Employment Agreement between Mr. Draper and
Registrant*
10.8 Registration Rights Agreement between PTR Holdings, Inc., UT
Holdings Inc. and Registrant*
10.9 Business Partnership Agreement between Lufthansa Cargo AG
and Union-Transport Inc. dated November 15, 1999*
10.10 Memorandum of Understanding between Marubeni Transport
Service Corp. and Union-Transport Inc.*
10.11 Credit Facility between Nedcor Bank Limited and
Union-Transport Inc. dated January 2, 1997*
10.12 Amendment to January 2, 1997 Credit Facility between Nedcor
Bank Limited and Union-Transport Inc. dated January 27,
1997*
10.13 Assignment and Security Agreement between Nedcor Bank
Limited and Union-Transport Corporation dated February 21,
1997*
10.14 Credit Facility between Nedcor Bank Limited and
Union-Transport Inc. dated June 10, 1998*
10.15 Credit Facility between Nedcor Bank Limited and
Union-Transport International Inc. dated June 10, 1998*
10.16 Credit Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Logistics Inc., Union-Transport Brokerage Corp., Vanguard
Cargo Systems, Inc., UT Services, Inc., General Electric
Capital Corporation and Lenders dated August 15, 2000*
10.17 Continuing Guaranty between Registrant and General Electric
Capital Corporation dated August 15, 2000*
10.18 Security Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Brokerage Corporation, UT Services, Inc., Union-Transport
Logistics Inc., Vanguard Cargo Systems, Inc. and General
Electric Capital Corporation dated August 15, 2000*
10.19 Pledge Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Brokerage Corporation, UT Services, Inc., Union-Transport
Logistics Inc., Vanguard Cargo Systems, Inc. and General
Electric Capital Corporation dated August 15, 2000*
10.20 Strategic Alliance Agreement between the Registrant and i2
Technologies BV dated December 15, 1999+*
10.21 Software License Agreement between the Registrant and i2
Technologies BV dated December 15, 1999+*
10.22 Asset Purchase Agreement between Continental Air Express
(HK) Limited, Continental Container Lines Limited,
Union-Transport (HK) Limited, Cheng Kwan Kok David, Lai Kwok
Fai, Lewis Billy Barnhill, Francis Raymond Bello, Albert
Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau Hak
Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
Registrant dated August 25, 2000+*
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.23 Asset Purchase Agreement between Continental Container Line,
Inc., Continental Cargo Logistics Inc. (New York
corporation), Continental Cargo Logistics Inc. (California
corporation), Union-Transport Corporation, Lai Kwok Fai, Ng
Chun Ka, Cheng Kwan Kok David, Albert Patrick Cataldo, Lewis
Billy Barnhill, Francis Raymond Bello, Chan Ka Ming, Chan
Kwan Hang, Chau Hak Cheong, Cheng Kwan Lung and Ng Sai Kuen
dated August 25, 2000+*
10.24 Bridge Financing Facility Agreement between Gensec Ireland
Limited and the Registrant dated August 25, 2000, as
amended*
10.25 Form of Severance Agreement between the Registrant and its
executive officers*
10.26 Amendment to Asset Purchase Agreement between Continental
Air Express (HK) Limited, Continental Container Lines
Limited, Union-Transport (HK) Limited, Cheng Kwan Kok David,
Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond Bello,
Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau
Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
Registrant*
10.27 Incentive Share Purchase Agreement between the Registrant
and Alan C. Draper dated September 25, 2000*
21.1 Subsidiaries of the Registrant++
23.1 Consent of Harney, Westwood & Riegels (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche*
24.1 Power of Attorney*
</TABLE>
---------------
* Previously filed.
+ Confidential treatment requested.
++ Incorporated by reference to Note 13 of the Registrant's Consolidated
Financial Statements, included on pages F-21 through F-23.
(b) FINANCIAL STATEMENT SCHEDULE
II -- Valuation and Qualifying Accounts
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
(U.S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOREIGN
BALANCE AT DEDUCTIONS ACQUIRED CURRENCY BALANCE
BEGINNING (PRINCIPALLY WITH TRANSLATION AT END
DESCRIPTION OF YEAR EXPENSES WRITE-OFFS) SUBSIDIARIES ADJUSTMENT OF YEAR
----------- ---------- -------- ------------ ------------ ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts:
For the year ended January 31, $6,965 $3,427 $(2,759) $ -- $(549) $ 7,084
1998.............................
For the year ended January 31, 7,084 3,283 (2,089) 355 (339) 8,294
1999.............................
For the year ended January 31, 8,294 5,510 (2,553) 705 (653) 11,303
2000.............................
</TABLE>
Schedules not listed above have been omitted because the information
required to be described in the schedules is not applicable or is shown in our
financial statements.
II-4
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
UTi Worldwide Inc.
We have audited the financial statements of UTi Worldwide Inc. as of
January 31, 1999 and 2000, and for each of the three years in the period ended
January 31, 2000, and have issued our report thereon dated April 28, 2000,
except for Notes 27 and 29 as to which date is August 11, 2000, and October 26,
2000 as to the last paragraph of Note 31 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 16 of this Registration Statement. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche
Deloitte & Touche
Chartered Accountants
St. Peter's House
Le Bordage
St. Peter Port
Guernsey GY1 3HW
Channel Islands
April 28, 2000
II-5
<PAGE> 7
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Amendment No. 2 to
Registration Statement on Form F-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rancho Dominguez, State
of California, on November 1, 2000.
UTi WORLDWIDE INC.
By: /s/ ROGER I. MACFARLANE
------------------------------------
Roger I. MacFarlane
Chief Executive Officer
II-7
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ ROGER I. MACFARLANE Chief Executive Officer and November 1, 2000
----------------------------------------------------- Director (Principal
Roger I. MacFarlane Executive Officer and U.S.
Authorized Representative)
/s/ PETER THORRINGTON* President, Chief Operating November 1, 2000
----------------------------------------------------- Officer and Director
Peter Thorrington
/s/ MATTHYS J. WESSELS* Chairman of the Board of November 1, 2000
----------------------------------------------------- Directors, Chief Executive
Matthys J. Wessels Officer African Region and
Director
/s/ ALAN C. DRAPER* Executive Vice President, November 1, 2000
----------------------------------------------------- President-Asia Pacific
Alan C. Draper Region and Director
/s/ LAWRENCE R. SAMUELS Senior Vice November 1, 2000
----------------------------------------------------- President-Finance, Chief
Lawrence R. Samuels Financial Officer and
Secretary (Principal
Financial and Accounting
Officer)
/s/ J. SIMON STUBBINGS* Director November 1, 2000
-----------------------------------------------------
J. Simon Stubbings
/s/ ALLAN M. ROSENZWEIG* Director November 1, 2000
-----------------------------------------------------
Allan M. Rosenzweig
</TABLE>
*By: /s/ ROGER I. MACFARLANE
------------------------------------
Roger I. MacFarlane,
Attorney-in-Fact
II-8
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 Underwriting Agreement, as amended*
3.1 Memorandum of Association of the Registrant*
3.2 Articles of Association of the Registrant*
4.1 Specimen certificate for ordinary shares*
5.1 Opinion of Harney Westwood & Riegels regarding the validity
of ordinary shares
10.1 Non-Employee Directors Share Option Plan*
10.2 2000 Stock Option Plan*
10.3 2000 Employee Share Purchase Plan*
10.4 Form of Employment Agreement between Mr. Wessels and
Registrant*
10.5 Form of Employment Agreement between Mr. MacFarlane and
Registrant*
10.6 Form of Employment Agreement between Mr. Thorrington and
Registrant*
10.7 Form of Employment Agreement between Mr. Draper and
Registrant*
10.8 Registration Rights Agreement between PTR Holdings, Inc., UT
Holdings Inc. and Registrant*
10.9 Business Partnership Agreement between Lufthansa Cargo AG
and Union-Transport Inc. dated November 15, 1999*
10.10 Memorandum of Understanding between Marubeni Transport
Service Corp. and Union-Transport Inc.*
10.11 Credit Facility between Nedcor Bank Limited and
Union-Transport Inc. dated January 2, 1997*
10.12 Amendment to January 2, 1997 Credit Facility between Nedcor
Bank Limited and Union-Transport Inc. dated January 27,
1997*
10.13 Assignment and Security Agreement between Nedcor Bank
Limited and Union-Transport Corporation dated February 21,
1997*
10.14 Credit Facility between Nedcor Bank Limited and
Union-Transport Inc. dated June 10, 1998*
10.15 Credit Facility between Nedcor Bank Limited and
Union-Transport International Inc. dated June 10, 1998*
10.16 Credit Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Logistics Inc., Union-Transport Brokerage Corp., Vanguard
Cargo Systems, Inc., UT Services, Inc., General Electric
Capital Corporation and Lenders dated August 15, 2000*
10.17 Continuing Guaranty between Registrant and General Electric
Capital Corporation dated August 15, 2000*
10.18 Security Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Brokerage Corporation, UT Services, Inc., Union-Transport
Logistics Inc., Vanguard Cargo Systems, Inc. and General
Electric Capital Corporation dated August 15, 2000*
10.19 Pledge Agreement between Union-Transport Corporation,
Union-Transport (U.S.) Holdings, Inc., Union-Transport
Brokerage Corporation, UT Services, Inc., Union-Transport
Logistics Inc., Vanguard Cargo systems, Inc. and General
Electric Capital Corporation dated August 15, 2000*
10.20 Strategic Alliance Agreement between the Registrant and i2
Technologies BV dated December 15, 1999+*
10.21 Software License Agreement between the Registrant and i2
Technologies BV dated December 15, 1999+*
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.22 Asset Purchase Agreement between Continental Air Express
(HK) Limited, Continental Container Lines Limited,
Union-Transport (HK) Limited, Cheng Kwan Kok David, Lai Kwok
Fai, Lewis Billy Barnhill, Francis Raymond Bello, Albert
Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau Hak
Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
Registrant dated August 25, 2000+*
10.23 Asset Purchase Agreement between Continental Container Line,
Inc., Continental Cargo Logistics Inc. (New York
corporation), Continental Cargo Logistics Inc. (California
corporation), Union-Transport Corporation, Lai Kwok Fai, Ng
Chun Ka, Cheng Kwan Kok David, Albert Patrick Cataldo, Lewis
Billy Barnhill, Francis Raymond Bello, Chan Ka Ming, Chan
Kwan Hang, Chau Hak Cheong, Cheng Kwan Lung and Ng Sai Kuen
dated August 25, 2000+*
10.24 Bridge Financing Facility Agreement between Gensec Ireland
Limited and the Registrant dated August 25, 2000, as
amended*
10.25 Form of Severance Agreement between the Registrant and its
executive officers*
10.26 Amendment to Asset Purchase Agreement between Continental
Air Express (HK) Limited, Continental Container Lines
Limited, Union-Transport (HK) Limited, Cheng Kwan Kok David,
Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond Bello,
Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau
Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
Registrant*
10.27 Incentive Share Purchase Agreement between the Registrant
and Alan C. Draper dated September 25, 2000*
21.1 Subsidiaries of the Registrant++
23.1 Consent of Harney, Westwood & Riegels (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche*
24.1 Power of Attorney*
</TABLE>
---------------
* Previously filed.
+ Confidential treatment requested.
++ Incorporated by reference to Note 13 of the Registrant's Consolidated
Financial Statements, included on pages F-21 through F-23.
