NAM TAI ELECTRONICS INC
424B3, 1997-11-26
OFFICE MACHINES, NEC
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<PAGE>   1
                                        As filed pursuant to Rule 424(b)(3)
                                        under the Securities Act of 1933
                                        Registration No. 333-36135
 
           PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 30, 1997
 
                           NAM TAI ELECTRONICS, INC.
 
     During the period (the "Rights Offering Period") through 9:00 a.m. Los
Angeles time on November 24, 1997 (the "Expiration Date") shareholders of the
Company validly exercised Rights to purchase a total of 2,270,788 Units in the
Rights Offering. Subject to the terms of the Standby Underwriting Agreement
dated October 30, 1997, between the Company and the Standby Underwriters, the
729,212 Units not validly subscribed for in the Rights Offering have been
purchased by the Standby Underwriters at the price of $16.75 per Unit (the lower
of the Subscription Price per Unit or the closing bid price per Common Share as
reported on The Nasdaq National Market on the Expiration Date) and the Standby
Underwriters are offering in the Standby Offering to sell such Units to the
public at such price.
 
     Through the Representative of the Standby Underwriters, the Standby
Underwriters have advised the Company that there have been no securities of the
Company bought in stabilization activities during the Rights Offering Period and
no securities of the Company sold during the Rights Offering period by the
Standby Underwriters.
 
     It is expected that certificates for the Units sold in the Standby Offering
will be available for delivery, against payment therefor, at the offices of
Joseph Charles & Associates, Inc. Beverly Hills, California or through the
facilities of Depository Trust Company on or about December 2, 1997.
 
     The following provides certain supplemental information that is related to
the price at which the Units are offered and the respective numbers of Units
purchased in the Rights Offering and Standby Offerings:
 
     The Summary Balance Sheet data at June 30, 1997 on Page 6 of the Prospectus
dated October 30, 1997 (the "Prospectus") is supplemented and amended to read:
 
<TABLE>
<CAPTION>
                                                                    AT JUNE 30, 1997
                                                                ------------------------
                                                                                 AS
                                                                 ACTUAL      ADJUSTED(1)
                                                                --------     -----------
                                                                     (IN THOUSANDS)
        <S>                                                     <C>          <C>
        Balance sheet data:
        Current assets........................................  $ 66,187      $ 114,004
          Property, plant and equipment -- net................    32,287         32,287
        Total assets..........................................   102,333        150,150
        Current liabilities...................................    20,909         20,909
        Non current liabilities...............................        --             --
        Shareholders' equity..................................    81,424        129,241
</TABLE>
 
- ---------------
 
(1) As adjusted to reflect the sale of 2,270,788 Units offered in the Rights
    Offering at the Subscription Price of $17.00 per Unit and 729,212 Units in
    the Standby Offering at the price of $16.75 per Unit and the addition of the
    net proceeds to working capital. See "Use of Proceeds" and "Capitalization."
 
     The first sentence of the text appearing under the caption "Use of
Proceeds" on page 17 of the Prospectus is supplemented and amended to read as
follows:
 
     The net proceeds to the Company from the sale of 2,270,788 Units offered in
the Rights Offering at the Subscription Price of $17.00 per Unit and 729,212
Units offered in the Standby Offering at the price of $16.75 per Unit are
estimated to be approximately $47,817,000, after deducting the Standby Fees and
expenses and other offering expenses of the Company.
                                                          (continued on reverse)
<PAGE>   2
 
     The text and table under the caption "Capitalization" on page 19 of the
Prospectus are supplemented and amended to read:
 
          The following table sets forth the capitalization of the Company at
     June 30, 1997 and as adjusted to reflect the sale of 2,270,788 Units
     offered in the Rights Offering at the Subscription Price of $17.00 per Unit
     and 729,212 Units in the Standby Offering at the price of $16.75 per Unit
     (in both cases assuming no part of the price is allocated to the Warrants)
     and the addition of the net proceeds to working capital. The table should
     be read in conjunction with the Consolidated Financial Statements and Notes
     thereto appearing elsewhere in the Prospectus. Dollar amounts are in
     thousands.
 
<TABLE>
<CAPTION>
                                                                         JUNE 30, 1997
                                                                     ---------------------
                                                                     ACTUAL    AS ADJUSTED
                                                                     -------   -----------
    <S>                                                              <C>       <C>
    Long-term debt.................................................  $     -   $         -
    Shareholders equity:
      Common Shares, $0.01 par value per share: 20,000,000 shares
         authorized, 8,065,627 shares issued and outstanding, and
         11,065,627 shares to be issued and outstanding as
         adjusted(1)...............................................       81           111
      Additional paid in capital...................................   30,725        78,512
      Stock option grants..........................................       47            47
      Retained earnings............................................   50,544        50,544
      Foreign currency translation adjustment......................       27            27
                                                                     -------      --------
    TOTAL SHAREHOLDERS EQUITY AND TOTAL CAPITALIZATION.............  $81,424   $   129,241
                                                                     =======      ========
</TABLE>
 
- ---------------
 
(1) Between July 1, 1997 and August 31, 1997, the Company issued 130,600 Common
    Shares upon exercise of options granted under its Stock Option Plan.
 
     The text and table in the first two paragraphs under the caption "Standby
Underwriting" on page 49 of the Prospectus are supplemented and amended to read:
 
     Pursuant to the terms and conditions of the Standby Underwriting Agreement
between the Company and the Standby Underwriters, for whom Joseph Charles &
Associates, Inc. is acting as Representative, the Company has agreed to sell to
the Standby Underwriters, at $16.75 per Unit, which was the closing bid price
per Common Share as reported by The Nasdaq National Market on the Expiration
Date, 729,212 Units (the "Underwritten Units"), which is equal to 3,000,000
Units minus 2,270,788, the number of Units purchased upon valid exercise of the
Rights in the Rights Offering, and the Standby Underwriters have severally
agreed to purchase from the Company the number of Underwritten Units set forth
opposite its name below.
 
<TABLE>
<CAPTION>
                                                                              NUMBER OF
                            STANDBY UNDERWRITERS                          UNDERWRITTEN UNITS
    --------------------------------------------------------------------  ------------------
    <S>                                                                   <C>
    Joseph Charles & Associates, Inc....................................       495,865
    Kashner Davidson Securities Corporation.............................       145,842
    Cohig & Associates, Incorporated....................................        87,505
                                                                               -------
              Total.....................................................       729,212
                                                                               =======
</TABLE>
 
          The date of this Prospectus Supplement is November 25, 1997.


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