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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 February 16, 1999 March 12, 1999 March 29, 1999 April 1,
1999 April 8, 1999 April 9, 1999
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
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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
E-MAIL: [email protected]
WEB SITE: WWW.NAMTAI.COM
NAM TAI ELECTRONICS, INC. RAISES ANNUAL DIVIDEND TO $0.32 FROM $0.28
-- DIVIDENDS OF $0.08 TO BE PAID QUARTERLY -
VANCOUVER, CANADA February 16, 1999 -- Nam Tai Electronics, Inc. ("Nam Taill or
the "Company") (NASDAQ/NM: NTAIF and NTAWF) today announced that for the sixth
consecutive year it is increasing its dividend. The annual dividend will
increase to $0.32 per share for 1999 compared to $0.28 per share for 1998. The
Company will pay dividends on a quarterly basis, commencing with the first
quarter 1999 dividend of $0.08 per share to be paid on or before April 16, 1999
to all shareholders of record at the close of business on March 31, 1999.
Previously, the Company declared annual dividends of $0.01, $0.015, $0.03, $0.
10, and $0.28 per share in 1994, 1995, 1996, 1997 and 1998, respectively.
"We are confident that Nam Tai's results will rebound strongly in 1999 and the
increase in the dividend is intended to show our confidence in this positive
outlook, especially for the second half of the year" announced Mr. Tadao
Murakami Chairman. "The Company's strong operating cash flow in 1998 of $20.3
million, or 20% of sales, allows the Company to reward our shareholders by
increasing the 1999 quarterly dividend to $0.08 per share. Record and payment
dates for each remaining quarterly dividend in 1999 will be announced shortly
after the release of each quarter's results."
Except for the historical information contained herein, matters discussed in
this press release are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements. The factors that might cause such
a difference 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, 1997. For example the forward-looking statement that Nam Tai's results will
rebound strongly in 1999 could change if customer orders do not materialize as
is currently expected.
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.
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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
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES NEW STOCK & WARRANT
TRADING SYMBOLS AND CONFIRMS DATE FOR ANNUAL GENERAL MEETING
VANCOUVER, CANADA March 12, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM: NTAI and NTAIW) announced that effective at the opening
of trading on The Nasdaq Stock Market today, the Company's stock symbol will
change from NTAIF to NTAI and warrants symbol will change from NTAWF to NTAIW.
The Company also confirms that the Annual General Meeting of shareholders will
be held on Friday, June 11, 1999 at 11:30 a.m. at the Peninsula Hotel in New
York City. The record date is on April 26, 1999.
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 personal organizers,
personal digital assistants, linguistic products, calculators, smart card
readers, and various components that are used in telecommunication products,
electronic toys, and household appliances. For more information, please visit
our web site at www.namtai.com.
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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
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES NEW CUSTOMER AND PRODUCT
VANCOUVER, CANADA March 29, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) has been appointed by Legend for
product manufacturing and processing. With the Company's advanced facilities and
experience in consumer electronics product manufacturing, the international
standard of Tian Ji 1000 will be assured. Announced by Legend in its January 27,
1999 press release in Hong Kong.
Legend Holdings Limited ("Legend") (Hong Kong Stock code: 992) announced the
product launch of the "Tian Ji" 1000 palm-sized PCs. In addition, it also signed
a cooperative agreement with Microsoft (China) Research and Development Centre
("Microsoft") to pre-install the Chinese Window CE in its palm-sized PCs. Legend
and Microsoft will at the same time set up a strategic alliance with over 10 PRC
software companies, jointly working on the WIN CE platform to develop Chinese
application software.
Legend's "Tian Ji" 1000 is the first palm-sized PC to be developed and designed
by a PRC company. Currently, Legend has 30 R&D engineers in Beijing, focusing on
the design and development of hard/software for such product. The "Tian Ji" 1000
has pre-installed several different advance features, becoming the archetype of
palm-sized PCs in the PRC market.
In addition, Legend has entered into a strategic cooperative agreement with
Microsoft for the development of WIN CE. Under the terms of the agreement, all
Legend's palm-sized PCs will be pre-installed with Chinese WIN CE software.
Legend is the first IT Company in the PRC to adopt the WIN CE software. The
agreement demonstrates the cooperation between Legend and Microsoft which is
being extended from desktop PCs to the non-PC area.
In conjunction with the cooperative agreement, Legend and Microsoft, will set up
a strategic alliance with over 10 PRC software companies - Legend's Palm-Sized
PCs Development Association, jointly working on the WIN CE platform, to develop
Chinese application software for palm-sized PCs that will be suitable for the
PRC market.
"Nam Tai's experience in consumer electronics product manufacturing, our
advanced facilities, and our high quality standards helped secure our assignment
to manufacture Legend's Tain Ji 1000 product", commented Mr. Murakami, Nam Tai's
Chairman. "Nam Tai's Original Design Manufacturing department is also developing
a more advanced model with added features. We believe that this project
successfully demonstrates our strength in both product development and
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manufacturing capabilities and signals Nam Tai's entry as an OEM/ODM
manufacturer for consumer electronic products in the China market."
Repurchase Program Update
As of March 26, 1999, including a block purchase of 307,700 shares from one of
Nam Tai's institutional holders, the Company has successfully repurchased
1,791,200 shares at an average price of $13.93. To achieve its previously
announced repurchase target of 2,000,000 shares, the Company will continue to
buy shares from time to time at market prices in the open market in accordance
with SEC Rule 10b-18, unless extended or shortened by the Board of Directors.
Albatronics Update
Nam Tai's three representatives on Albatronics (Far East) Company Limited's
("Albatronics") Board of Directors, namely, Messrs. Tadao Murakami, Ming Kown
Koo, and Shigeru Takizawa resigned as directors of Albatronics as a result of
Albatronics' difficulty in reaching an agreement with the Bank Group, its major
trade creditor and Nam Tai relating to the restructuring of Albatronics'
unsecured indebtedness. On September 12, 1998, Nam Tai signed an agreement to
acquire Albatronics by subscribing for slightly over 50% of the outstanding
shares of Albatronics for approximately $10 million (the "Subscription
Agreement"). This amount was written off by Nam Tai in 1998 as a result of
Albatronics' financial difficulties and the possibility of Albatronics being
wound up within a relatively short period.
Nam Tai has also commenced legal proceeding against Albatronics seeking
compensation to recover its investment claiming damages for breach of
representations, warranties and undertakings contained in the Subscription
Agreement.
Payment of First Quarter Dividend
Nam Tai will pay its first quarter 1999 dividend of $0.08 per share on or before
April 16, 1999 to shareholders of record at the close of business on March 31,
1999.
First Quarter News Release
The Company Plans to release its first quarter 1999 financial results on or
before May 10, 1999.
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.
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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
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES LETTER OF INTENT TO
RESTRUCTURE ABATRONICS' BANK DEBT AND PRINCIPAL TRADE DEBT
VANCOUVER, CANADA April 1, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai " or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced that a legally
non-binding letter of intent was signed by Albatronics (Far East) Company
Limited ("Albatronics"), a majority (in number) of its bankers, its major trade
creditor and Nam Tai to restructure Albatronics' unsecured bank debt and trade
debt with its major trade creditor and to extend Albatronics' existing
distributorship relationship with its major trade creditor for five years.
Implementation of the terms of the letter of intent are subject to the
satisfaction of a number of conditions between April 1 and May 31, 1999,
including regulatory approval, approval by Albatronics' independent
shareholders, acceptance of the terms by all of Albatronics' affected bankers
and the signing of definitive agreements by the parties.
Under the proposed agreement, Albatronics' unsecured bank indebtedness, totaling
approximately $42,580,000, would be satisfied in exchange for equity in
Albatronics, the transfer of a portion of Albatronics' interest in one of its
affiliates, interest free convertible debt repayable from a portion of
Albatronics' net profits and a relative small cash payment. Specifically,
- - Approximately $20,000,000 of unsecured debt would be satisfied in exchange for
the issuance to the banks of 442,860,000 new shares of Albatronics at a price of
$0.045 (HK$0.35) per share;
- - Approximately $9,680,000 of unsecured debt would be satisfied through the
transfer to the banks of one-half of Albatronics' 21.74% equity interest in its
affiliate, Shanghai Albatronics Co., Ltd. (a publicly listed company on the
Shanghai Stock Exchange);
- - Approximately $10,320,000 of unsecured indebtedness would be satisfied through
the issuance by Albatronics to the banks of interest free convertible debt that
would be repayable out of 30% Albatronics' net after-tax profits and would, at
the election of the banks, be convertible into the common shares of Albatronics
at a price of $0.065 (HK$0.50) per share; and
- - Approximately $2,580,000 would be repaid to the banks in cash.
In addition to the banks' compromises under the proposed agreement, Albatronics'
major trade creditor would agree to convert its unsecured trade indebtedness
totaling approximately
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$34,190,000 into interest free debt that would be repayable out of 30%
Albatronics' net after-tax profits. In conjunction with the debt conversion, the
major trade creditor would agree to extend the two current distributorship
agreements and one sales representative agreement with Albatronics for five
years.
Under the proposed agreement, Nam Tai would invest approximately $9,680,000 into
Albatronics by subscribing for an additional 750,000,000 common shares of
Albatronics at a price of $0.013 (HK$0.10) and would loan Albatronics an
additional approximately $3,870,000 in the form of new interest free and
convertible debt that would, at the election of Nam Tai, be convertible into the
common shares of Albatronics at a price of $0.013 (HK$0.10). Nam Tai would also
agree that as long as any amount remains outstanding under the interest free
debt due to Albatronics' major trade creditor, Nam Tai would maintain its
majority ownership of the common shares of Albatronics. Pending the finalization
and execution of the definitive compromise agreements among the parties, Nam Tai
has agreed not to take any further steps regarding legal proceedings previously
commenced against Albatronics (announced on March 29, 1999) until May 31, 1999.
If the proposals specified in the letter of intent are consummated, Albatronics
would have approximately 1.593 billion shares outstanding of which Nam Tai would
own approximately 59.6%, Albatronics bankers would own approximately 27.8%, and
Albatronics' existing management and the public would own approximately 12.6%.
On a fully diluted basis, including the convertible debt, Nam Tai would own
approximately 60.9% of Albatronics' shares, Albatronics' bankers would own
approximately 29.4% and Albatronics existing management and the public would own
approximately 9.7%.
"Although the restructuring of Albatronics is not yet finalized, I would like to
thank all of Albatronics' creditors, including its bankers and trade creditors
for the patience they have demonstrated in support of our attempt to reach a
compromise," commented Mr. Tadao Murakami, Nam Tai's chairman.
When Nam Tai released its unaudited financial statements for the fourth quarter
and year ended December 31, 1998 on February 8, 1999, it did not account for
Albatronics on a consolidated basis due to what then appeared to be a strong
likelihood that Albatronics would be liquidated and wound up within a relatively
short period of time. For the same reasons, it did not account for Albatronics
on a consolidated basis in its consolidated financial statements that were filed
with the United States Securities and Exchange Commission on March 31, 1999 with
its Annual Report on Form 20-F for the year ended December 31, 1998. Instead,
Nam Tai wrote down its investment in Albatronics to a nominal value. In both its
prior announcement of its 1998 financial statements and in its Form 20-F, Nam
Tai stated that if a restructuring agreement were reached, its financial
statements may be restated to consolidate them with those of Albatronics.
If the restructuring agreements contemplated by the letter of intent announced
today are consummated, Nam Tai plans to restate its financial statements at and
for the year ended December 31, 1998 to consolidate them with Albatronics'
consolidated financial statements.
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Under those circumstances Nam Tai would restate its 1998 financial statements to
consolidate Albatronics' results since December 1, 1998 and its balance sheet as
at December 31, 1998 with Nam Tai's financial statements for the year ended
December 31, 1998. This would mean in the case of its 1998 financial statements
that Nam Tai would restate its 1998 financial statements to consolidate
Albatronics' results since December 1, 1998 and its balance sheet at December
31, 1998 with Nam Tai's 1998 financial statements for the year ended December
31, 1998. Although Nam Tai's 1998 net income and earnings per share would not
change from the $3,529,000 and $0.34 it reported in its Form 20-F for the year
ended December 31, 1998 (i.e., the provision for impairment in value of $8.27
million would not be reversed irrespective of consolidation), all of
Albatronics' sales and expenses during December 1998 of $17.6 million and $19.3
million, respectively, would be included in Nam Tai's statements of income for
the year ended December 31, 1998. In addition, Nam Tai's Consolidated Balance
Sheet at December 31, 1998 would be materially altered to include Albatronics'
assets and liabilities. Other financial ratios and measures, including gross
profit margin, net profit margin, cash to current liabilities, total assets to
total liabilities, and the amount of long-term debt, would be materially
adversely affected upon a consolidation of results.
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
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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
E-MAIL: [email protected]
WEB SITE: WWW.NAMTAI.COM
NAM TAI ELECTRONICS, INC. ANNOUNCES EXTENSION AND INCREASE
OF SHARE REPURCHASE PROGRAM
VANCOUVER, CANADA April 8, 1999 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced that its Board of
Directors has increased the maximum number of common shares that may be
repurchased under the Company's repurchase program from 2,000,000 to 3,000,000
common shares. In addition, the share repurchase program is extended to December
31, 1999.
On January 13, 1998 Nam Tai announced the Board of Directors had approved a
share repurchase program to buy-back up to an aggregate of 1,000,000 common
shares of the Company in the open market, from time to time, at prevailing
market prices. On July 2, 1998, the Company increased the maximum number to
2,000,000 common shares. On January 7, 1999, the Company announced the extension
of the repurchase program for an additional six months. Today's announcement is
an extension of the previous announcements.
To date, the Company has repurchased 1,831,200 common shares. The share
repurchase program is expected to continue until December 31 1999, in accordance
with SEC Rule lOb-18, unless extended or shortened by the Board of Directors.
"The Company's share repurchase program is being increased and extended because
the Board of Directors do not believe the current market price of the common
shares reflects the long-term potential of the Company" commented Tadao
Murakami, Chairman of the Company.
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 products. Further
information is available from Nam Tai's web site at www.namtai.com.
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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
E-MAIL: [email protected]
NAM TAI ELECTRONICS, INC. ANNOUNCES
UPDATE ON ALBATRONICS RESTRUCTURING
VANCOUVER, CANADA April 9, 1999 - Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW) today announced an update on the
restructuring of Albatronics (Far East) Company Limited ("Albatronics"), a 50%
plus owned subsidiary of Nam Tai. On April 1, 1999 the Company and a majority of
Albatronics' bankers signed a letter of intent to restructure Albatronics'
unsecured bank debt. Implementation of the terms of the letter of intent
requires, among other conditions, acceptance by all of Albatronics' affected
bankers. To date, two of Albatronics' bankers are not able to sign the letter of
intent and they are requesting further discussions and negotiations.
As Albatronics has severe cash flow problems, it faces great difficulties and
may be liquidated within a very short period of time if these remaining bankers
do not sign the letter of intent. The Company is patiently waiting for their
final decision.
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 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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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 authorised.
For and on behalf of
Nam Tai Electronics, Inc.
/s/ TADAO MURAKAMI
------------------------
Tadao Murakami, Chairman
Date: April 21, 1999
