FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For April 19, 1999
May 3, 1999
May 10, 1999
June 8, 1999
June 17, 1999
1999 Proxy and Notice of Annual Meeting of Shareholders
NAM TAI ELECTRONICS, INC.
(Registrant's name in English)
Unit 9, 15/F, Tower 1
China Hong Kong City, 33 Canton Road
TST, Kowloon, Hong Kong
<PAGE>
NEWS RELEASE
CONTACT: MARK WASLEN
TREASURER
NAM TAI ELECTRONICS, INC.
CORPORATE OFFICE:
SUITE 1500 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
INTERNET WEBSITE: http://www.namtai.com
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. SHIPS GRAPHIC CALCULATORS TO T.I.
VANCOUVER, CANADA April 19, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced its first shipment
of graphic calculators to Texas Instruments.
"Nam Tai is excited with its first shipment of TI Graphing Calculators and is
optimistic that the Company will be a long term supplier of this important
category of products to Texas Instruments" commented Nam Tai's Chairman, Mr.
Murakami.
ANNUAL GENERAL MEETING DATE
Nam Tai's Annual General Meeting will be held at 11:30 a.m. on June 11, 1999 at
the Peninsula Hotel, 700 5th Avenue at 55th Street, New York, New York. The
record date for the annual meeting has been set as April 26, 1999.
Except for the historical information contained herein, matters discussed in
this press release are forward-looking statements. For example, the Company's
expectation regarding its long term supplier relationship is a forward looking
statements the result of which is uncertain and dependant upon many factors
including end-user demand, competitive pressures and changes in general economic
conditions. Other factors that might cause differences in this and other forward
looking statements include those discussed in the Company's reports filed with
the Securities and Exchange Commission from time to time, such as the factors
set forth in Item 1. "Description of Business - Risk Factors" in the Company's
Annual Report on Form 20-F for the year ended December 31, 1998.
Nam Tai Electronics, Inc. is a consumer electronics design and manufacturing
service provider to some of the world's leading original equipment
manufacturers. Products manufactured by Nam Tai include palm-sized PC's,
personal organizers, personal digital assistants, linguistic products,
calculators, smart card readers and various components which are used in
telecommunication products, electronic toys, and household appliances. Further
information is available from Nam Tai's web site at www.namtai.com.
<PAGE>
NEWS RELEASE
CONTACT: MARK WASLEN
TREASURER
NAM TAI ELECTRONICS, INC.
CORPORATE OFFICE:
SUITE 1500 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
INTERNET WEBSITE: http://www.namtai.com
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES
FIRST QUARTER RELEASE DATE OF MAY 10, 1999
VANCOUVER, CANADA May 3, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today indicated it will announce
its first quarter results for the period ended March 31, 1999 before the market
opens on Monday, May 10, 1999.
The Company will hold an analysts-only conference call on Monday, May 10, 1999
at 12:00 noon Eastern Time for analysts to discuss the first quarter results
with management. Analysts who wish to receive the dial-in number for this
conference call are invited to contact Ms. May Shang, at 1-800-661-8831
extension 207 no later than May 7, 1999 at 6:00 p.m. Eastern Time.
Shareholders, investors and other interested individuals are invited to listen
to the live conference call by dialing 1-612-332-0523 just prior to its start
time of 12:00 noon Eastern Time on Monday, May 10. Callers will be asked to
register with the conference call operator.
Nam Tai Electronics, Inc. is a consumer electronics design and manufacturing
service provider to some of the world's leading original equipment
manufacturers. Products manufactured by Nam Tai include palm-sized PC's,
personal organizers, personal digital assistants, linguistic products,
calculators, smart card readers and various components which are used in
telecommunication products, electronic toys, and household appliances. Further
information is available from Nam Tai's web site at www.namtai.com.
<PAGE>
NEWS RELEASE
CONTACT: MARK WASLEN
TREASURER
NAM TAI ELECTRONICS, INC.
CORPORATE OFFICE:
SUITE 1500 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
INTERNET WEBSITE: http://www.namtai.com
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES FIRST QUARTER 1999 RESULTS
SALES FLAT, OPERATING INCOME DECREASES 24%, NET INCOME DECREASES 53%
VANCOUVER, CANADA May 10, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced first quarter
results for the period ended March 31, 1999. Net sales for the first quarter of
1999 were $27.1 million, an increase of 3% compared to sales of $26.3 million
for the first quarter 1998. Operating income decreased 24% to $2.5 million
($0.26 per share) compared to 1998 first quarter operating income of $3.3
million ($0.30 per share). Non-operating income decreased by $2.2 million to
$389,000 ($0.04 per share) from $2.6 million ($0.23 per share). Net income
decreased 53% to $2.8 million compared to $5.9 million in the first quarter of
1998. Basic and diluted earnings per share for the first quarter of 1999 were
$0.29 compared to $0.53 for the first quarter of 1998.
"We previously indicated we expected a strong rebound in sales and profits in
1999" commented Nam Tai's Chairman, Mr. Murakami. "The 3% increase in sales in
the first quarter is the first step in our rebound. Even though unit prices for
products dropped significantly in the first quarter, we were still able to show
small sales growth as a result of big increases in quantities shipped and by
obtaining greater market share." He added "quantities of sales of LCD modules
(the key major functioning modular in assembling cell phones and telephones
etc.) started to increase considerably in the first quarter. Continued increases
in component sales should significantly improve sales and profits in the
future."
The first quarter 1999 gross profit margin was 22.0% compared to 25.1% in the
first quarter 1998. The drop in gross profit margin reflected the more
competitive environment in 1999 with reductions in selling prices continuing.
Selling, general and administrative expenses were unchanged at $3.0 million or
11.1% of sales, compared to 11.4% of sales in the first quarter 1998. As a
result of the increase in the Company's Original Design Manufacturing ("ODM")
capabilities, research and development expenditures increased by $198,000 to
$479,000 in the first quarter 1999 compared to $281,000 in the prior year
period.
"We are pleased with the 22% gross profit margin in the first quarter 1999 given
the competitive market conditions. This still exceeds our gross profit margin
target of 20%," noted Mr. Murakami. "By tightly controlling our selling, general
and administrative expenses we hope to maintain healthy operating profit
margins."
Non-operating income in the first quarter 1999 dropped by $2.2 million to
$389,000 in the first quarter 1999. The principal reasons for the decline were a
drop in interest income of $464,000 as a result of lower cash balances and
declining interest rates, no gains on disposals of assets in the first quarter
of 1999, and other expenses increased during the quarter, including translation
differences of $151,000 and donations of $129,000. The first quarter 1998
non-operating income included a gain of $966,000 from the sale of the Company's
interest in Deswell Industries Inc.
The earnings per share calculations for the first quarter 1999 take into account
the decrease in weighted average common shares outstanding and common stock
equivalents from 11,132,000 in the first quarter of 1998 to 9,681,000 in the
first quarter 1999. The reduction in shares outstanding resulted from the
Company's share repurchase program which to date has resulted in 1,831,200
shares of the Company being repurchased and cancelled at an average price per
share of $13.91.
The Company's financial position remains strong at March 31, 1999 with cash per
share of $7.35 and book value per share of $13.41, based upon 9,284,523 common
shares outstanding as of March 31, 1999. The Company had a cash to current
liability ratio of 2.63:1, a current ratio of 3.88:1, a total assets to total
liabilities ratio of 5.78:1 and no long-term debt.
Calculator sales were 58% of sales in the first quarter of 1999 compared to 64%
in the first quarter of 1998. Subassemblies and components were 26% of sales in
first quarter 1999 compared to 21% in the prior year period. The sales of
personal organizers and linguistic products formed 12% of sales in the first
quarter of 1999 compared to 15% in the first quarter of 1998. Sales by region in
the first quarter of 1999 versus 1998 were to North America 46% versus 51%,
Japan 9% versus 24%, Europe 12% versus 18%, Hong Kong 29% versus 2% and others
4% versus 5%.
IMPACT OF ALBATRONICS (FAR EAST) CO. LTD.
On December 2, 1998 the Company announced the completion of the acquisition of a
majority interest in Albatronics (Far East) Co. Ltd. ("Albatronics"). Under
ordinary circumstances, Nam Tai, as the controlling shareholder, would
consolidate Albatronics' financial statements with Nam Tai's. Due to the
continuing troubled financial condition of Albatronics and the possibility
Albatronics could be would up within a short period, Nam Tai is equity
accounting for its investment in Albatronics.
During the fourth quarter 1998, Nam Tai made a full provision against the
remaining carrying value of Albatronics. As a result, there is no further impact
to Nam Tai in the first quarter 1999 resulting from Albatronics'.
Albatronics has still not been able to reach an agreement with its bankers and
major creditor to restructure its debts and may be liquidated within a very
short period of time. As Nam Tai has not guaranteed any of Albatronics' debts
and has fully written off this investment in 1998, the liquidation of
Albatronics would not have a material impact on Nam Tai.
INVESTMENT IN GROUP SENSE (INTERNATIONAL) LIMITED ("GROUP SENSE")
On May 27, 1998 Nam Tai announced that it acquired approximately 20% of the
outstanding shares of Group Sense, a Hong Kong publicly listed company (Hang
Seng company #601), at $HK0.62 per share. Group Sense has not released its
operating results for the six months ended March 31, 1999, therefore such
results are not incorporated into Nam Tai's first quarter net income figure. Nam
Tai is pleased to see that Group Sense's share price improved strongly in the
last month.
DIVIDENDS
On April 16, 1999 the Company paid a quarterly dividend of $0.08 per share to
shareholders of record on March 31, 1999. The record date for the second quarter
dividend of $0.08 per share is June 30, 1999 and the payment date is on or
before July 16, 1999.
ANNUAL GENERAL MEETING
As previously announced, Nam Tai's Annual Meeting of Shareholders will be held
at 11:30 a.m. on June 11, 1999 at the Peninsula Hotel, 700 5th Avenue at 55th
Street, New York, New York. The record date for the annual meeting is April 26,
1999. Proxy forms and 1998 Annual Reports will be sent out to shareholders on
May 11, 1999.
Except for the historical information contained herein, matters discussed in
this press release are forward-looking statements involving risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements. For example, the Company's
expectations regarding its gross profit margin target, the strong rebound in
sales and profits, increases in component sales and double digit sales growth
are forward looking statements the results of which are uncertain and may
fluctuate depending on many factors including changes in customer orders, sales
mix, competitive pressures, material costs, and currency exchange rates. Other
factors that might cause differences in this and other forward looking
statements include, but are not necessarily limited to those discussed in the
Company's reports filed with the Securities and Exchange Commission from time to
time, such as the factors set forth in Item 1. "Description of Business - Risk
Factors" in the Company's Annual Report on Form 20-F for the year ended December
31, 1998.
Nam Tai Electronics, Inc. is a consumer electronics design and manufacturing
service provider to some of the world's leading original equipment
manufacturers. Products manufactured by Nam Tai include palm-sized PC's,
personal organisers, personal digital assistants, linguistic products,
calculators, smart card readers and various components which are used in
telecommunication products, electronic toys, and household appliances. Further
information is available from Nam Tai's web site at www.namtai.com.
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<PAGE>
NAM TAI ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED MARCH 31, 1999 AND 1998
(In Thousands of U.S. Dollars except share data)
Unaudited
Three months ended March 31
1999 1998
-------- --------
Net sales .......................................... $ 27,075 $ 26,280
Cost of sales ...................................... 21,105 19,689
-------- --------
Gross profit ..................................... 5,970 6,591
-------- --------
Costs and expenses
Selling, general and
administrative expenses ......................... 2,997 2,989
Research and development expenses ................. 479 281
-------- --------
3,476 3,270
-------- --------
Income from operations ............................. 2,494 3,321
Gain (loss) on disposal of property,
plant and equipment ............................ (6) 340
Other income (loss) - net ......................... (413) 998
Interest income ................................... 808 1,272
-------- --------
Income before income taxes ......................... 2,883 5,931
Income tax expense ................................. (75) (66)
-------- --------
2,808 5,865
Share of results of associated company ............. 0 0
Share of losses of unconsolidated subsidiary ....... 0 0
-------- --------
Net income (loss) .................................. $ 2,808 $ 5,865
======== ========
Net income (loss) per share
Basic .......................................... $ 0.29 $ 0.53
======== ========
Diluted ........................................ $ 0.29 $ 0.53
======== ========
Weighted average number of shares ('000')
Basic .......................................... 9,659 11,116
Diluted ........................................ 9,681 11,132
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NAM TAI ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31, 1999 AND DECEMBER 31, 1998 Unaudited Audited
(In Thousands of U.S. Dollars) March 31 December 31
1999 1998
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents .......................... $ 68,265 $ 71,215
Accounts receivable, net ........................... 21,341 16,138
Inventories ........................................ 6,488 4,355
Marketable investments ............................. 270 513
Prepaid expenses and deposits ...................... 4,424 4,794
--------- ---------
Total current assets ........................... 100,788 97,015
--------- ---------
Investment in unconsolidated subsidiary
(less provision for impairment of value) ........... 1 1
Investment in associated company ..................... 16,223 16,223
Property, plant and equipment, at cost ............... 48,740 48,117
Less: accumulated depreciation and amortisation ..... (16,771) (15,672)
--------- ---------
31,969 32,445
--------- ---------
Other assets ......................................... 1,549 1,544
--------- ---------
Total assets .................................... $ 150,530 $ 147,228
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable ...................................... $ 1,828 $ 329
Accounts payable and accrued expenses .............. 23,356 18,377
Dividend payable ................................... 743 665
Income tax payable ................................. 77 105
--------- ---------
Total current liabilities ....................... 26,004 19,476
--------- ---------
Deferred tax liabilities ............................. 56 56
--------- ---------
Shareholders' equity:
Common shares ...................................... 93 98
Additional paid-in capital ......................... 80,044 80,044
Advisor warrants granted ........................... 132 0
Accumulated other comprehensive income (note 1) .... 42 45
Retained earnings .................................. 44,159 47,509
--------- ---------
Total shareholders' equity ...................... 124,470 127,696
--------- ---------
Total liabilities and shareholders' equity ...... $ 150,530 $ 147,228
========= =========
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<PAGE>
NAM TAI ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(In Thousands of U.S. Dollars)
Unaudited
Three months ended March 31
1999 1998
--------- ---------
CASH FLOWS FROM OPERATIONS
Net income ........................................... $ 2,808 $ 5,865
--------- ---------
Add/(deduct) adjustments to net income:
Depreciation and amortisation ...................... 1,241 1,061
(Gain) loss on disposal of fixed assets ............ 6 (340)
(Gain) on marketable investments ................... (52) 0
(Gain) on disposal of Deswell shares ............... 0 (966)
Changes in current assets and liabilities:
Marketable securities ............................ 295 (1,167)
Accounts receivable .............................. (5,180) (2,848)
Inventories ...................................... (2,133) 1,479
Prepayments and deposits ......................... 370 (1,723)
Notes payable .................................... 1,499 (956)
Accounts payable ................................. 4,979 (2,410)
Income taxes payable and deferred taxes .......... (28) (144)
--------- ---------
997 (8,014)
--------- ---------
Net cash flows from operations ........ 3,805 (2,149)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of Deswell Shares ............... 0 1,545
Proceeds on disposal of land in Hong Kong ............ 0 298
Proceeds on disposal of fixed assets ................. 0 370
Additions to fixed assets ............................ (636) (436)
Other assets ......................................... (6) 0
--------- ---------
Net cash flow from investing .......... (642) 1,777
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Share buy-back ....................................... (3,870) (3,970)
Redemption of shares ................................. (1,550) 0
Dividend paid ........................................ (688) 0
--------- ---------
Net cash flow from financing .......... (6,108) (3,970)
--------- ---------
Foreign currency translation adjustments ............. (5) 0
--------- ---------
Net change in cash and cash equivalents .............. (2,950) (4,342)
Cash and cash equivalents, beginning of period ....... 71,215 102,411
--------- ---------
Cash and cash equivalents, end of period ............. 68,265 98,069
========= =========
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NAM TAI ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For Three months ended March 31, 1999 and 1998
(In Thousands of U.S. Dollars)
1. Accumulated other comprehensive income represents foreign currency
translation adjustments.The comprehensive income of the Company was $2,805
and $5,865 for the three months ended March 31, 1999 and 1998,
respectively.
2. Business segment information - The Company operates principally in only one
segment of the consumer electronic products industry. A summary of the net
sales, income (loss) from operations and identifiable assets by geographic
areas is as follows:
Three months ended March 31
1999 1998
--------- ---------
Net sales from operations within:
- Hong Kong:
Unaffiliated customers ................$ 26,499 $ 26,012
- PRC, excluding Hong Kong:
Unaffiliated customers .................... 576 268
Intersegment sales ........................ 24,585 24,401
- Intersegment eliminations .................... (24,585) (24,401)
--------- ---------
Total net sales ..............................$ 27,075 $ 26,280
========= =========
Income (loss) from operations within:
- PRC, excluding Hong Kong .....................$ 2,085 $ 3,003
- Hong Kong .................................... 1,445 1,464
- North America ................................ (722) 1,398
--------- ---------
Total net income .............................$ 2,808 $ 5,865
========= =========
At March 31, At December 31,
1999 1998
Identifiable assets by geographic area:
- PRC, excluding Hong Kong .....................$ 46,522 $ 42,690
- Hong Kong .................................... 46,334 85,419
- North America ................................ 57,674 19,119
--------- ---------
Total assets .................................$ 150,530 $ 147,228
========= =========
-end-
NEWS RELEASE
CONTACT: WENDY WISEMAN
INVESTOR RELATIONS SECRETARY
NAM TAI ELECTRONICS, INC.
CORPORATE OFFICE:
SUITE 1500 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
INTERNET WEBSITE: http://www.namtai.com
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. CORPORATE UPDATE
VANCOUVER, CANADA June 8, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced a general
corporate update and positive outlook for future business.
STOCK PRICE
There are no corporate developments to account for the recent weakness in the
share price. The Company's business is proceeding as usual. Nam Tai's Chairman,
Mr. Murakami, commented, "Trading volume on the stock has increased but the
Company's finances, management team, relationships with customers and future
prospects remain unchanged. Our business plan for 1999 is proceeding on schedule
and we continue to expect a strong rebound in sales and profits in 1999."
UPDATE ON ALBATRONICS RESTRUCTURING
In the event that Albatronics ceases operations, Namtai is interested in
acquiring certain of the assets of that company to expand its manufacturing
capacity. The Company's investment in Albatronics was fully written off in 1998
and the cessation of business by Albatronics is not expected to negatively
impact Namtai's results as Nam Tai has not provided guarantees for any of
Albatronics' debts.
UPCOMING ANALYST TRIP TO HONG KONG AND CHINA
The Company will be hosting a trip to Hong Kong and Shenzhen China to visit Nam
Tai's facilities. The trip is being organized for the middle of August 1999.
Interested analysts and investors are encouraged to contact the Company for
further details about attending the trip.
DIVIDEND
As previously announced, the record date for the second quarter dividend of
$0.08 per share is June 30, 1999 and the payment date is on or before July 16,
1999.
ANNUAL GENERAL MEETING
As previously announced, Nam Tai's Annual Meeting of Shareholders will be held
at 11:30 a.m. on June 11, 1999 at the Peninsula Hotel, 700 5th Avenue at 55th
Street, New York, New York. The record date for the annual meeting was April 26,
1999.
1998 CORPORATE MATERIALS
The 1998 annual report is available to interested investors. Also available is
the company's corporate Video on VHS or CD ROM. These materials can be requested
by contacting Nam Tai's Investor Relations Department by toll free telephone/
facsimile at 1-800-661-8831, or by e-mail through [email protected].
Nam Tai Electronics, Inc. is a consumer electronics design and manufacturing
service provider to some of the world's leading original equipment
manufacturers. Products manufactured by Nam Tai include palm-sized PC's,
personal organizers, personal digital assistants, linguistic products,
calculators, smart card readers and various components which are used in
telecommunication products, electronic toys, and household appliances. Further
information is available from Nam Tai's web site at www.namtai.com.
Except for the historical information contained herein, matters discussed in
this press release are forward-looking statements. For example, the Company's
expectations regarding the strong rebound in sales and profits are forward
looking statements the results of which are uncertain and dependant upon many
factors including changes in customer orders, sales mix, competitive pressures,
material costs, and currency exchange rates. Other factors that might cause
differences in this and other forward looking statements include those discussed
in the Company's reports filed with the Securities and Exchange Commission from
time to time, such as the factors set forth in Item 1. "Description of Business
- - Risk Factors" in the Company's Annual Report on Form 20-F for the year ended
December 31, 1998.
<PAGE>
NEWS RELEASE
CONTACT: WENDY WISEMAN
INVESTOR RELATIONS SECRETARY
NAM TAI ELECTRONICS, INC.
CORPORATE OFFICE:
SUITE 1500 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
INTERNET WEBSITE: http://www.namtai.com
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. PROVIDES UPDATE ON ALBATRONICS
VANCOUVER, CANADA June 17, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced that after
negotiations with all creditors including Nam Tai the board of directors of
Albatronics (Far East) Company Limited ("Albatronics") has resolved that it was
necessary to commence proceedings to voluntarily wind up Albatronics as a result
of its inability to pay its debts.
"While we are disappointed that Nam Tai's efforts to work with Albatronics, its
major creditor and Bankers to restructure Albatronics' debts have failed, we
expect that the winding up of Albatronics will allow Nam Tai to recover some of
its investment in Albatronics," commented Mr. Murakami, Nam Tai's Chairman. "Our
investment in Albatronics was fully written off in 1998 and the Company has not
provided guarantees for any of Albatronics' debts." He added, "we can now
refocus on continuing to grow our own business and considering new acquisition
opportunities in Asia and North America."
As previously announced, Nam Tai has commenced legal proceedings against
Albatronics seeking compensation to recover its $10 million investment claiming
damages for breach of representations, warranties and undertakings contained in
the Subscription Agreement. Nam Tai believes that its investment in Albatronics
should be treated as an unsecured debt of Albatronics and Nam Tai will share pro
rata in the distribution of any proceeds with other unsecured creditors.
Nam Tai Electronics, Inc. is a consumer electronics design and manufacturing
service provider to some of the world's leading original equipment
manufacturers. Products manufactured by Nam Tai include palm-sized PC's,
personal organizers, personal digital assistants, linguistic products,
calculators, smart card readers and various components which are used in
telecommunication products, electronic toys, and household appliances. Further
information is available from Nam Tai's web site at www.namtai.com.
Except for the historical information contained herein, matters discussed in
this press release are forward-looking statements. For example, the Company's
expectation regarding the recovery of its investment in Albatronics is a forward
looking statement the result of which is uncertain and dependant upon many
factors including the liquidation value of Albatronics' assets and the success
of Nam Tai in the legal proceedings. Other factors that might cause differences
in this and other forward looking statements include those discussed in the
Company's reports filed with the Securities and Exchange Commission from time to
time, such as the factors set forth in Item 1. "Description of Business - Risk
Factors" in the Company's Annual Report on Form 20-F for the year ended December
31, 1998.
- -end-
<PAGE>
NAM TAI ELECTRONICS, INC.
Unit 9., 15/F., Tower 1
China Hong Kong City, 33 Canton Road
TST, Kowloon, Hong Kong
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 11, 1999
The Annual Shareholders Meeting of Nam Tai Electronics, Inc. (the
"Company") will be held at the Peninsula Hotel in La Grande Salle room, 700 5th
Avenue at 55th Street, New York, New York at 11:30 a.m. for the following
purposes:
1. To elect five members of the Board of Directors to serve for the
ensuing year;
2. To approve amendments to the Company's 1993 Stock Option Plan (the
"Stock Option Plan") to increase by 425,000 shares the number of Common
Shares that can be optioned and sold under the Stock Option Plan. A
copy of the Stock Option Plan as so amended is attached as Exhibit A to
the Proxy Statement accompanying this Notice;
3. To ratify the selection of Deloitte Touche Tomatsu as the independent
public accountants of the Company for the year ending December 31,
1999;
4. To consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
Only holders of common shares of record at the close of business on
April 26, 1999 will be entitled to vote at the Meeting. Regardless of your plan
to attend/not attend the Meeting, please complete the enclosed proxy card and
sign, date and return it promptly in the enclosed postage paid envelope. Sending
in your proxy will not prevent you from voting in person at the Meeting.
By order of the Board of Directors
/s/ Tadao Murakami
Chairman of the Board of Directors
Dated April 26, 1999
Hong Kong
<PAGE>
NAM TAI ELECTRONICS, INC.
Unit 9., 15/F., Tower 1
China Hong Kong City, 33 Canton Road
TST, Kowloon, Hong Kong
PROXY STATEMENT
Meeting at 11:30 a.m. on June 11, 1999
Your proxy is solicited on behalf of the Board of Directors of Nam Tai
Electronics, Inc. (the "Company") for use at the Annual Meeting of Shareholders
to be held on June 11, 1999 at the Peninsula Hotel in La Grande Salle room, 700
5th Avenue at 55th Street, New York, New York at 11:30 a.m. (New York time). If
a proxy in the accompanying form is duly executed and returned, the shares
represented by the proxy will be voted as directed. If no direction is given,
the shares will be voted for the election of the five (5) nominees for directors
named herein; for approval of amendments to the Company's 1993 Stock Option Plan
(the "Stock Option Plan") to increase by 425,000 shares the number of Common
Shares that can be optioned and sold under the Stock Option Plan; and for the
approval of Deloitte Touche Tomatsu as the Company's independent accountants for
the year ending December 31, 1999. A proxy given by a shareholder may be revoked
at any time before it is exercised by notifying the Chairman of the Company in
writing of such revocation, by giving another proxy bearing a later date or by
voting in person at the Meeting.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail. The Company will reimburse banks, brokerage
firms, other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy materials to beneficial owners of common shares of the
Company.
The Company's annual report, including financial statements for its
fiscal year ended December 31, 1998, is being mailed to all shareholders
concurrently herewith. The annual report is not part of the proxy materials.
The Company's annual report on Form 20-F for the year ended December
31, 1998, as filed with the United States Securities and Exchange Commission, is
available without charge upon written request from the Investor Relations
Secretary of the Company at Suite 1500 - 999 West Hastings Street, Vancouver,
B.C., Canada V6C 2W2. The Company's annual report on Form 20-F and other
regulatory filings are also available through Electronic Data Gathering and
Retrieval ("EDGAR") as electronically filed with the United States Securities
and Exchange Commission.
Holders of common shares of record at the close of business on April
26, 1999 will be entitled to vote at the Meeting and there were 9,250,323 common
shares outstanding at that date. No business shall be transacted at any Meeting
of shareholders unless a quorum of shareholders is present at the time when the
Meeting proceeds to business. A quorum shall consist of one or more shareholders
present in person or by proxy representing at least one half of the votes of the
common shares. Each common share is entitled to one vote. Management recommends
a vote FOR the election of directors named; FOR approval of amendments to the
Company's Stock Option Plan; and FOR the election of Deloitte Touche Tomatsu as
independent accountants for the Company for the year ending December 31, 1999.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's directors are elected annually to serve until the next
Annual General Meeting of Shareholders and until their successors are qualified
and elected. The number of directors authorised by Nam Tai's By-laws shall be
not less than one nor more than eight.
Unless otherwise directed by shareholders, the proxy holder will vote
all shares represented by proxies held by them for the election of the following
nominees, all of whom are now members and constitute the Company's Board of
Directors. The Company is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to the
voting, the proxy holder will vote for a substitute nominee in the exercise of
his best judgement.
INFORMATION CONCERNING NOMINEES
Information concerning the nominees based on data provided by them is
set forth below:
TADAO MURAKAMI, 55. Mr. Murakami has served the Company in various
executive capacities since 1984. He became a Director of the Company in December
1989. From June 1989 to July 1994, Mr. Murakami was employed as the President of
the Company's Hong Kong subsidiary, following which he succeeded Mr. Koo as
President of the Company. In June 1995, he became the Company's Chief Executive
Officer. In September 1998, Mr. Murakami assumed the position of Chairman of the
Board.
SHIGERU TAKIZAWA, 59. Mr. Takizawa joined the Company in September 1998
after a forty-year career with Toshiba Corporation holding various senior
management and executive positions. He assumed the positions of President and
Chief Executive Officer of the Company, succeeding Mr. Murakami.
M.K. KOO, 55. Mr. Koo served as Chairman of the Board of Directors of Nam
Tai and its predecessor companies since inception until assuming the newly
created position of Senior Executive Officer, Corporate Strategy, Finance and
Administration. He was the Chief Executive Officer of the Company until June
1995. Mr. Koo serves on the Company's Audit Committee.
CHARLES CHU, 42. Mr. Chu originally served as Secretary and a Director of
the Company from August 1987 to September 1989. He was reappointed a Director in
December 1992. Since July 1988, Mr. Chu has been engaged in the private practice
of law in Hong Kong. Mr. Chu serves on Nam Tai's Audit Committee.
STEPHEN SEUNG, 52. Mr. Seung was appointed a Director of Nam Tai in 1995.
He is an attorney and Certified Public Accountant and has been engaged in the
private practice of law and accounting in New York since 1981. Mr. Seung serves
on Nam Tai's Audit Committee and is its authorised agent in the United States.
There is no family relationship among any of the named directors, executive
officers or key employees. No arrangement or understanding exists between any
such director or executive officer and any other persons pursuant to which any
director or executive officer was elected as a director or executive officer of
the Company. The directors of the Company are elected at its Annual Meeting of
Shareholders and serve until their successors take office or until their death,
resignation or removal. The executive officers serve at the pleasure of the
Board of Directors of the Company.
COMPENSATION OF DIRECTORS AND OFFICERS
The aggregate amount of compensation paid by the Company and its
subsidiaries during the year ended December 31, 1998 to all directors and
officers as a group for services in all capacities was approximately $1,903,000.
Directors who are full-time employees of the Company receive no additional
compensation for services as a director. Effective January 1, 1993, the Company
adopted a policy to pay each director who is not an employee of the Company or
any of its subsidiaries for service as a director $1,000 per month, $750 per
meeting attended in person, $500 per meeting attended by telephone and to
reimburse all reasonable expenses incurred in connection with services as a
director.
CONTROL OF THE COMPANY
The following table sets forth information as of April 26, 1999 regarding
the ownership of the Company's common shares by all persons known by the Company
to be the owner of more than ten percent (10%), by all directors owning common
shares and by all directors and executive officers as a group:
IDENTITY OF NUMBER OF COMMON PERCENT (1)
PERSON OR GROUP SHARES OWNED OF CLASS
M.K. Koo (2) ....................... 3,499,489 34.2 %
Tadao Murakami (3) ................. 808,249 8.6 %
Stephen Seung (4) .................. 17,000 0.2 %
Executive Officers and ............. 4,326,380 41.5 %
Directors as group (11 persons) (5)
(1) There were 9,250,323 shares outstanding on April 26, 1999. Percent of
class calculation assumes full exercise of the individual's or group's
outstanding options and warrants and was calculated in accordance with Rule
13d(1) (i) under the Securities and Exchange Act of 1934. (2) Includes 2,519,306
Common Shares personally owned by Mr. Koo, 926,850 Common Shares that Mr. Koo
may acquire upon exercise of Warrants and 53,333 Common Shares issuable to Mr.
Koo upon exercise of options within 60 days of April 26, 1999. (3) Includes
613,155 Common Shares that are personally owned by Mr. Murakami, and 195,094
Common Shares that Mr. Murakami may acquire upon exercise of Warrants. (4)
Includes 13,000 Common Shares and 4,000 Warrants to purchase Common Shares,
registered to Violet Seung, Mr. Seung's wife, as to which Mr. Seung disclaims
beneficial ownership. (5) Includes 3,146,607 Common Shares, 1,126,440 Common
Shares that may be acquired upon exercise of Warrants and 53,333 Common Shares
issuable upon exercise of options exercisable within 60 days of April 26, 1999.
STOCK OPTIONS
As of April 26, 1999, there were outstanding options to purchase an
aggregate of 353,333 shares of the Company. Of these options, 53,333 are
exercisable at a price of $10.50 per share until January 11, 2001, 3,500 are
exercisable at a price of $15.75 per share until March 16, 2001 and 296,500 are
exercisable at a price of $10.50 per share until March 16, 2001 with the
earliest exercise date being august 31, 1999. A total of 203,833 options are
held by executive officers and directors of the Company. This includes 82,500
options held by Mr. Tadao Murakami, Chairman, 53,333 options held by Mr. M.K.
Koo, Senior Executive Officer, 20,000 options held by Mr. Hidekazu Amishima,
General Manager of Namtai Electronic (Shenzhen) Co. Ltd. ("NTES"), 25,000
options held by Mr. Y.C. Chang, Vice-General Manager of NTES, 10,000 options
held by Mr. Charles Chu, Director, 10,000 options held by Mr. Stephen Seung,
Director and 3,000 options held by Mr. Lorne Waldman, Secretary. With the
exception of the 53,333 options held by Mr. M.K. Koo, options held by the
executive officers are not exercisable until August 27, 1999. The remaining
options are held by employees and key advisors of the Company.
For information concerning, the Company's Stock Option Plan, see Proposal
No. 2 to approve amendments to the Company's 1993 Stock Option Plan to increase
by 425,000 shares the number of Common Shares that can be optioned and sold
under the Stock Option Plan.
INFORMATION CONCERNING AUDIT COMMITTEE
Pending their election as directors, the Audit Committee will consist of
Mr. M. K .Koo, Mr. Stephen Seung and Mr. Charles Chu. The Audit Committee meets
from time to time to review the financial statements and matters relating to the
audit and has full access to management and the Company's auditors in this
regard. The Audit Committee recommends the engagement or discharge of the
Company's independent accountants, consults on the adequacy of the Company's
internal controls and accounting procedures and reviews and approves financial
statements and reports.
<PAGE>
PROPOSAL NO. 2
TO APPROVE AMENDMENTS TO THE COMPANY'S 1993 STOCK OPTION PLAN TO
INCREASE BY 425,000 SHARES THE NUMBER OF COMMON SHARES THAT
CAN BE OPTIONED AND SOLD UNDER THE STOCK OPTION PLAN
The Stock Option Plan was adopted by the Company's Board of Directors on
August 18, 1993 and amended on December 15, 1993, January 12, 1996 and April 26,
1999 to increase the number of shares that may be issued upon exercise of stock
options granted under the Stock Option Plan from 300,000 to 650,000 to 1,000,000
to 1,425,000 Common Shares. The Stock Option Plan was also amended on December
12, 1996 in order to satisfy certain conditions for the listing of the Company's
Common Shares on the Toronto Stock Exchange. These amendments were removed as
the Company voluntarily delisted its Common Shares on the Toronto Stock Exchange
on September 30, 1997.
Since inception through April 26, 1999, options under the Stock Option Plan
to purchase an aggregate of 513,367 Common Shares had been exercised. At April
26, 1999, there were options under the Stock Option Plan to purchase an
aggregate of 353,333Common Shares outstanding and there were options to purchase
an aggregate of 133,300 Common Shares available for future grant. Accordingly,
the Board is seeking approval of shareholders at this Annual Shareholders
Meeting to reserve an additional 425,000 Common Shares to be available for
future grant of stock options under the Stock Option Plan.
The Board of Directors believes that the selective use of stock options is
an effective means of attracting, motivating and retaining employees, directors
consultants and advisors and that the availability of the number of shares
covered by the Stock Option Plan, as amended, is essential to the success of the
Company. The Board of Directors recommends that the shareholders approve the
proposed amendments. The affirmative vote of a majority of all shares of the
Company present at the meeting in person or by proxy is required to approve the
amendments.
The summary of the provisions of the Stock Option Plan, which follows, is
not intended to be complete. A copy of the Stock Option Plan, as amended by the
Board, is annexed to this Proxy Statement as Exhibit A.
Summary of the Provisions of the Stock Option Plan as Amended
The primary purpose of the Stock Option Plan is to induce key employees to
remain in the employ of the Company or of any subsidiary of the Company, and to
encourage such employees to secure or increase on reasonable terms their stock
ownership in the Company. The board of directors of the Company believes the
Stock Option Plan will promote continuity of management and increased incentive
and personal interest in the welfare of the Company by those who are primarily
responsible for shaping and carrying out the long-range plans of the Company and
securing its continued growth and financial success
The Stock Option Plan is administered by the Company's Board of Directors
(the"Board"). Subject to the express provisions of the Stock Option Plan, the
Board has complete authority, in its discretion, to determine those persons
(hereinafter referred to as"participants") to whom, and the price at which
options shall be granted, the option periods and the number of shares to be
subject to each option. The Board also has the authority in its discretion to
prescribe the time or times at which the options may be exercised and
limitations upon the exercise of options (including limitations effective upon
the death or termination of employment of the participant), and the
restrictions, if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the Board may take into
account the nature of the services rendered by respective particpants, their
present and potential contributions to the success of the Company or its
subsidiaries and such other factors as the Board in its discretion shall deem
relevant.
Subject to the express provisions of the Stock Option Plan, the Board also
has complete authority to interpret the Stock Option Plan, to prescribe, amend
and rescind rules and relations relating to the Stock Option Plan, to determine
the terms and provisions of the respective option agreements (which need not be
identical), to determine whether the shares delivered upon exercise of stock
options will be treasury shares or will be authorized but previously unissued
shares, and to make all other determinations necessary or advisable for the
administration of the Stock Option Plan.
An option may be granted under the Stock Option Plan only to an officer or
other key employee, or a director, consultant or advisor of the Company and of
its present and future subsidiary corporations. The granting of an option to any
particpant shall not confer upon the particpant any right to continue in the
employ of, or other relationship with, the Company or of any such subsidiary and
shall not interfere in any way with the right of the Company or of any such
subsidiary to terminate the employment or relationship of the participant at any
time.
The option price is determined by the Board at the time the option is
granted and must be at least equal to the fair market value of the Common Shares
on the date of the grant as is reasonably determined by the Board.
An option is considered granted on the date the Board acts to grant the
option.
The board of directors, without approval of the shareholders may terminate
the Stock Option Plan at any time, but no termination shall, without the
participant's consent, alter or impair any of the rights under any option
theretofore granted to him under the Stock Option Plan.
<PAGE>
The term of each option granted under the Stock Option Plan will be for
such period (hereinafter referred to as the "option period") not exceeding ten
(10) years as the Board shall determine. The following sets forth information
concerning the terms of the options heretofore granted under the Stock Option
Plan.
YEAR ISSUED OPTIONS ISSUED EXERCISE PRICE EXPIRY DATE
----------- -------------- -------------- -----------------
1993 300,000 $5.35 September 9, 1998
----------- -------------- -------------- -----------------
1994 340,000 $11.00 July 15, 1999
----------- -------------- -------------- -----------------
1994 10,000 $11.375 July 15, 1999
----------- -------------- -------------- -----------------
1996 170,000 $10.50 January 11, 2000
----------- -------------- -------------- -----------------
1998 3,500 $15.75 March 16, 2001
----------- -------------- -------------- -----------------
1998 296,500(1) $10.50 March 16, 2001
----------- -------------- -------------- -----------------
(1) Options were originally issued in March 1998 with an exercise price of
$15.75 and were reissued in August 1998 with an exercise price of $10.50 and are
not exercisable until August 27, 1999.
Each option granted under the Stock Option Plan is exercisable on such
date or dates and during such period and for such number of shares as shall be
determined pursuant to the provisions of the option agreement evidencing such
option. Subject to the express provisions of the Stock Option Plan, the Board
shall have complete authority, in its discretion, to determine the extent, if
any, and the conditions under which an option may be exercised in the event of
the death of the participant or in the event the participant leaves the employ
of the Company or has his employment terminated by the Company. An option may be
exercised, by (a) written notice of intent to exercise the option with respect
to a specified number of shares of stock, and (b) payment to the Company in U.S.
dollars (or the Hong Kong dollar equivalent) of the amount of the option
purchase price for the number of Common Shares with respect to which the option
is then exercised.
Options under the Stock Option Plan are not transferable otherwise than by
will or the laws of descent or distribution, and may be exercised during the
lifetime of a participant only by such participant.
Options granted pursuant to the Stock Option Plan shall be evidenced by
stock option agreements in such form as the Board shall adopt from time to time.
In the event that a dividend shall be declared upon the Common Shares of
the Company payable in Common Shares of the Company the number of Common Shares
then subject to any such option and the number of shares reserved for issuance
pursuant to the Stock Option Plan but not yet covered by an option, shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding Common Shares of the Company shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each Common Share reserved
for issuance upon exercise of options pursuant to the Stock Option Plan, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be so changed or for which each such share shall
be exchanged. In the event there shall be any change, other than as specified
above in this paragraph in the number or kind of outstanding Common Shares of
the Company or of any stock or other securities into which such Common Shares
shall have been changed or for which it shall have been exchanged, then if the
Board shall in sole discretion determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for issuance
pursuant to the Stock Option Plan, but not yet covered by an option and of the
shares then subject to an option or options, such adjustment shall be made by
the Board and shall be effective and binding for all purposes of the Stock
Option Plan and of each stock option agreement. The option price in each stock
option agreement for each share of stock or other securities substituted or
adjusted as provided for in this paragraph shall be determined by dividing the
option price in such agreement for each share prior to such substitution or
adjustment by the number of shares or the fraction of a share substituted for
such share or to which such share shall have been adjusted. No adjustment or
substitution provided for in this paragraph shall require the Company in any
stock option agreement to sell a fractional share, and the total substitution or
adjustment with respect to each stock option agreement shall be limited
accordingly.
The Board of Directors, without approval of the shareholders, may amend
from time to time the Stock Option Plan in such respects, as the Board may deem
advisable. No amendment shall, without the participant's consent, alter or
impair any of the rights or obligations under any option theretofore granted to
him under the Stock Option Plan.
Common Shares issued pursuant to the exercise of an option granted under
the Stock Option Plan, or any interest therein, may be sold, assigned, gifted,
pledged, hypothecated, encumbered or otherwise transferred or alienated in any
manner by the holder(s) thereof, subject however to such restrictions as may be
contained in the Stock Option Agreement and to any representations or warranties
requested under the Stock Option Plan and also subject to compliance with any
applicable United States, state or other local law, regulation or rule governing
the sale or transfer of stock or securities.
PROPOSAL 3
RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Deloitte Touche Tomatsu as independent
accountants of the Company for the year ending December 31, 1999 and further
directed that the Company submit the selection of independent accountants for
ratification by shareholders at the Company's Annual Meeting of Shareholders.
Deloitte Touche Tomatsu was appointed by the Board of Directors as independent
accountants of the Company for the year ending December 31, 1998, replacing
Price Waterhouse.
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Meeting. However, if any other matter shall properly come before the Meeting,
the proxy holder named in the proxy accompanying this statement will have
discretionary authority to vote all proxies in accordance with his best
judgement.
By order of the Board of Directors
/s/ Tadao Murakami
Chairman of the Board of Directors
Dated April 26, 1999
Hong Kong
<PAGE>
AMENDED AND RESTATED
1993 STOCK OPTION PLAN
OF
NAM TAI ELECTRONICS, INC.
(As adopted August 18, 1993, amended
December 15, 1993, January 12,
1996, and amended and restated
April 26, 1999).
1. Purpose. The purpose of the Nam Tai Electronics, Inc. 1993 stock option
plan (the "plan") is to induce key employees to remain in the employ of Nam Tai
Electronics, Inc., a British Virgin Island international business corporation
(hereinafter referred to as the "Company") or of any subsidiary of the Company,
and to encourage such employees to secure or increase on reasonable terms their
stock ownership in the Company. The board of directors of the Company believes
the plan will promote continuity of management and increased incentive and
personal interest in the welfare of the Company by those who are primarily
responsible for shaping and carrying out the long-range plans of the Company and
securing its continued growth and financial success.
2. Effective Date of the Plan. The plan shall become effective on August
18, 1993, the date originally adopted by the board of directors.
3. Stock Subject to Plan. The maximum number of common shares which may be
issued pursuant to the exercise of options granted under the plan is one million
four hundred and twenty-five thousand shares (1,425,000) subject to the
adjustments provided in paragraph 14 below. Nine hundred and eleven thousand six
hundred and thirty-tree shares (911,633) of the authorized but unissued common
shares of the Company as of April 26, 1999 will be reserved for issue upon
exercise of options granted under the plan subject to the adjustments provided
in paragraph 14 below; provided, however, that the number of such authorized but
unissued shares so reserved may from time to time be reduced to the extent that
a corresponding amount of issued and outstanding stock has been purchased by the
Company and set aside for issue upon the exercise of options granted under the
plan. If any options shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall again be
available for further grants under the plan.
4. Administration. The plan shall be administered by the Board of Directors
or a committee referred to in paragraph 5 (hereinafter referred to as the
"committee"). Subject to the express provisions of the plan, the Board of
Directors or the committee, if so appointed, shall have complete authority, in
its discretion, to determine those key employees, directors, consultants and
advisors (hereinafter referred to as "participants") to whom, and the price at
which options shall be granted, the option periods and the number of shares to
be subject to each option. The Board of Directors or the committee, if so
appointed, shall also have the authority in its discretion to prescribe the time
or times at which the options may be exercised and limitations upon the exercise
of options (including limitations effective upon the death or termination of
employment, directorship or consultancy of the participant), and the
restrictions, if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the Board of Directors
or the committee, if so appointed, may take into account the nature of the
services rendered by respective participants, their present and potential
contributions to the success of the Company or its subsidiaries, as hereinafter
defined, and such other factors as the Board of Directors or the committee, if
so appointed, in its discretion shall deem relevant. Subject to the express
provisions of the plan, the Board of Directors or the committee, if so
appointed, shall also have complete authority to interpret the plan, to
prescribe, amend and rescind rules and relations relating to the plan, to
determine the terms and provisions of the respective option agreements (which
need not be identical), to determine whether the shares delivered upon exercise
of stock options will be treasury shares or will be authorized but previously
unissued shares, and to make all other determinations necessary or advisable for
the administration of the plan. The determinations of Board of Directors or the
committee, if so appointed, on the matters referred to in this paragraph 4 shall
be conclusive.
5. Committee. The committee, if so appointed, shall consist of not less
than three members of the board of directors of the Company. The committee, if
so appointed, shall be appointed from time to time by the board of directors,
which may from time to time appoint members of the committee in substitution for
members previously appointed and may fill vacancies, however caused, in the
committee. A majority of its members shall constitute a quorum. All
determinations of the committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. The committee shall also have express
authorization to hold committee meetings by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
6. Eligibility. An option may be granted under the plan only to officers or
other key employee or a director, consultant or advisor of the Company and of
its present and future subsidiary corporations. The granting of an option to any
participant shall not confer upon that participant any right to continue in the
employ, directorship, consultancy or other relationship of or with the Company
or of any such subsidiary and shall not interfere in any way with the right of
the Company or of any such subsidiary to terminate the employment, consultancy
or other relationship of the participant at any time.
7. Option Price. The option price will be determined by the Board of
Directors or the committee, if so appointed,, in its discretion, at the time the
option is granted. While the Board of Directors or the committee, if so
appointed, shall have complete and sole discretion in determining the option
price, and it shall be the policy of the Company not to grant options that are
exercisable at less than the less than 100% of the fair market value of the
common stock on the date of grant as shall reasonably be determined by the Board
of Directors or the committee, if so appointed, except in the most unusual
circumstances as shall be determined by the Board of Directors or the committee,
if so appointed, at the time of specific grants. 8. Date of Option Grant. An
option shall be considered granted on the date the Board of Directors or the
committee, if so appointed, acts to grant the option, or such date thereafter as
the Board of Directors or the committee, if so appointed, shall specify.
9. Term of Plan. The board of directors, without further approval of the
shareholders may terminate the plan at any time, but no termination shall,
without the participant's consent, alter or impair any of the rights under any
option theretofore granted to him under the plan.
10. Term of Options. The term of each option granted under the plan will be
for such period (hereinafter referred to as the "option period") not exceeding
ten (10) years as the Board of Directors or the committee, if so appointed,
shall determine. Each option shall be subject to earlier termination as
described under "exercise of options."
11. Exercise of Options. Each option granted under the plan will be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the option agreement
evidencing such option. Subject to the express provisions of the plan, the Board
of Directors or the committee, if so appointed, shall have compete authority, in
its discretion, to determine the extent, if any, and the conditions under which
an option may be exercised in the event of the death of the participant or in
the event the participant leaves the employ of the Company or has his employment
terminated by the Company. An option may be exercised, by (a) written notice of
intent to exercise the option with respect to a specified number of shares of
stock, and (b) payment to Company in U.S. dollars or the Hong Kong dollar
equivalent of the amount of the option purchase price for the number of shares
of stock with respect to which the option is then exercised.
12. Nontransferability. Options under the plan are not transferable
otherwise than by will or the laws of descent or distribution, and may be
exercised during the lifetime of a participant only by such participant.
13. Agreements. Options granted pursuant to the plan shall be evidenced by
stock option agreements in such form as the Board of Directors or the committee,
if so appointed, shall from time to time adopt.
14. Adjustment of Number of Shares. In the event that a dividend shall be
declared upon the common shares of the Company payable in common shares of the
Company the number of common shares then subject to any such option and the
number of shares reserved for issuance pursuant to the plan but not yet covered
by an option, shall be adjusted by adding to each such share the number of
shares which would be distributable thereon if such share had been outstanding
on the date fixed for determining the shareholders entitled to receive such
stock dividend. In the event that the outstanding common shares of the Company
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for each common share
reserved for issuance pursuant to the plan, option, the number and kind of
shares of stock or other securities into which each outstanding common share
shall be so changed or for which each such share shall be exchanged. In the
event there shall be any change, other than as specified above in this paragraph
in the number or kind of outstanding common shares of the Company or of any
stock or other securities into which such common shares shall have been changed
or for which it shall have been exchanged, then if the Board of Directors or the
committee, if so appointed, shall in its sole discretion determine that such
change equitably requires an adjustment in the number or kind of shares
theretofore reserved for issuance pursuant to the plan, but not yet covered by
an option and of the shares then subject to an option or options, such
adjustment shall be made by the Board of Directors or the committee, if so
appointed, and shall be effective and binding for all purposes of the plan and
of each stock option agreement. The option price in each stock option agreement
for each share of stock or other securities substituted or adjusted as provided
for in this paragraph shall be determined by dividing the option price in such
agreement for each share prior to such substitution or adjustment by the number
of shares or the fraction of a share substituted for such share or to which such
share shall have been adjusted. No adjustment or substitution provided for in
this paragraph shall require the Company in any stock option agreement to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly.
15. Amendments. The board of directors, without approval of the
shareholders, may from time to time amend the plan in such respects as the board
may deem advisable. No amendment shall, without the participant's consent, alter
or impair any of the rights or obligations under any option theretofore granted
to him under the plan.
In witness whereof, the Board of Directors of the Company has amended and
restated this plan, as originally adopted on August 18, 1993 and amended on
December 15, 1993, January 12, 1996 and April 26, 1999.
NAM TAI ELECTRONICS, INC.
By:/s/ Tadao Murakami
Chairman of the Board
<PAGE>
PROXY PROXY
NAM TAI ELECTRONICS, INC. ANNUAL MEETING OF SHAREHOLDERS - JUNE 11,
This Proxy is Being Solicited on Behalf of the Board of Directors of
the Company
The undersigned shareholder(s) of Nam Tai Electronics, Inc. hereby
nominate, constitute and appoint STEPHEN SEUNG, with the power to appoint his
substitute, and hereby authorises him to represent the undersigned and to vote,
as designated below, all Common Shares of Nam Tai Electronics, Inc. standing in
my name on its books on April 26, 1999 at the annual meeting of its shareholders
to be held at 11:30 a.m. on June 11, 1999 at the Peninsula Hotel in La Grande
Salle room, 700 5th Avenue at 55th Street, New York, New York, and at any
adjournment thereof.
1. FOR __ WITHHOLD AUTHORITY FOR __ the election as directors of the
Company of five (5) persons listed: Tadao Murakami, Shigeru Takizawa,
M.K. Koo, Charles Chu and Stephen Seung; (Instruction: To withhold authority
to vote for any individual nominee draw a line through the nominee's
name above.)
2. FOR __ AGAINST __ ABSTAIN __ a proposal approving amendments to the
Company's 1993 Stock Option Plan to increase by 425,000 shares the number of
Common Shares that can be optioned and sold under the Stock Option Plan;
3. FOR __ AGAINST __ ABSTAIN __ a proposal approving the selection of Deloitte
Touche Tomatsu as independent accountants of the Company for the year ending
December 31, 1999;
(The Board of Directors recommends a vote FOR Items 1, 2 and 3.)
(Continued and to be signed, on reverse side)
<PAGE>
4. If the Chairman of the Board is not present by 11:30 a.m. in accordance with
Regulation 37 of the Company's Articles of Association, I hereby authorise
my proxy to choose a chairman for the meeting;
5. In his discretion, the proxy is authorised to vote upon all other matters as
may properly be brought before the meeting or any adjournment thereof, with
all powers that the undersigned would possess if personally present.
-----------------------------
Number of Shares
Dated: , 1999
- -----------------------
-----------------------------
Signature of Shareholder
-----------------------------
Signature of Shareholder
(Please date this Proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc. should give their full
titles. All joint owners should sign.)
IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED FOR ELECTION OF EACH
DIRECTOR AND FOR ITEMS 2 and 3. This proxy when properly executed will be voted
in the manner directed herein by the above shareholder(s).
<PAGE>
The Registrant hereby incorporates this Report on Form 6-K into its Registration
Statement on Form F-3 (Registration No. 333-36135).
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.
For and on behalf of
Nam Tai Electronics, Inc.
/s/ Tadao Murakami
Chairman
Date: June 23, 1999
