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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 12, 1997
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MAN SANG HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA 33-10639-NY 87-053970
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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21ST FLOOR, RAILWAY PLAZA, 39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG SPECIAL ADMINISTRATIVE REGION
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (852) 2317 5300
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Item 5. Other Events
Man Sang International Limited ("Man Sang Bermuda"), an indirect
wholly-owned subsidiary of Man Sang Holdings, Inc., a Nevada corporation (the
"Registrant"), and a company incorporated on July 30, 1997 as an exempted
company under the Companies Act 1981 of Bermuda, completed the offering of
127,500,000 shares (the "New Shares") of its capital stock, HK$.10 per share,
together with the warrants (the "Warrants") granted in the proportion of one
Warrant for every five shares (the "Offering") on September 26, 1997. The New
Shares were offered at HK$1.08 per share for an aggregate offering price of
HK$137,700,000. After deducting the expenses in connection with the Offering,
the net proceeds to Man Sang Bermuda are approximately HK$124,000,000. Man Sang
Bermuda is a wholly-owned subsidiary of Man Sang International (B.V.I.) Limited
("Man Sang B.V.I.") which is a wholly-owned subsidiary of the Registrant.
The Listing Committee of the Stock Exchange of Hong Kong Limited (the
"Stock Exchange") approved the listings of, and permission to deal in, (i)
472,500,000 shares, including the New Shares and 345,000,000 shares which have
been allotted or issued to Man Sang B.V.I. in connection with the organization
and capitalization of Man Sang Bermuda; (ii) Warrants granted to the investors
and Man Sang B.V.I. in the proportion of one Warrant for every five shares,
(iii) up to 94,500,000 shares subject to the Warrants (which are exercisable
within the period commencing on September 26, 1997 and ending on March 31, 1999
and entitle the holders thereof to purchase shares at HK$1.30 per share (subject
to adjustment upon certain dilutive events)), and (iv) such shares subject to
the Share Option Scheme (defined below). Trading of shares of capital stock and
Warrants on the Stock Exchange commenced on September 26, 1997.
The Registrant holds, through Man Sang B.V.I., 73.02% of the issued
capital stock of Man Sang Bermuda, whereas the investing public holds the
remaining 26.98% of the issued capital stock of Man Sang Bermuda, assuming the
full exercise of the Warrants.
In addition to the Offering, Man Sang Bermuda has also adopted a share
option scheme (the "Share Option Scheme"). Under the Share Option Scheme, the
board of directors of Man Sang Bermuda may grant stock options to directors,
officers and employees of Man Sang Bermuda or its subsidiaries to purchase such
maximum number of shares equal to 10% of the issued and outstanding shares of
capital stock of Man Sang Bermuda from time to time. The subscription price
shall be the greater of 80% of the average per share closing prices of the
shares on the Stock Exchange for the five trading days immediately preceding the
date of offer of the relevant option or HK$.10 per share.
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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 hereunto duly authorized.
MAN SANG HOLDINGS, INC.
Date: September 26, 1997 By: s/s SIO Kam Seng, Sam
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SIO Kam Seng, Sam
Chief Executive Officer
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