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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAM TAI ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BRITISH VIRGIN ISLANDS
(STATE OF INCORPORATION OR ORGANIZATION)
NONE
(I.R.S. EMPLOYER IDENTIFICATION NO.)
9,15/F., TOWER 1, CHINA HONG KONG CITY, 33 CANTON ROAD, KOWLOON, HONG KONG
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO BE SO REGISTERED: NONE
NAME OF EACH EXCHANGE ON WHICH EACH CLASS IS TO BE REGISTERED: NONE
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Redeemable Common Share Purchase Warrants ("Warrants"),
(Title of class)
Securities Act registration statement file number to which this form relates:
333-361635
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Effective on April 3, 2000, Registrant and U.S. Stock Transfer Corporation,
as Warrant Agent (the "Warrant Agent") under that certain Warrant Agreement
dated as November 24, 1997 (the "Warrant Agreement) by and between Registrant
and the Warrant Agent amended the Warrant Agreement governing the Warrants to
provide for a two-year extension of the expiration date of the Warrants. As
amended, the expiration date of the Warrants is 5:00 p.m. Eastern Time on
November 24, 2002.
No other changes to the Warrants were made. Consequently, as amended, each
Warrant is exercisable to purchase one Common Share of Registrant at a price of
$20.40 per share at any time until 5:00 p.m. Eastern Time on November 24, 2002.
The Warrants are redeemable by the Company at any time at $0.05 per Warrant if
the average closing sale price of the Common Shares for 20 consecutive trading
days within the 30-day period preceding the date the notice is given equals or
exceeds $25.50 per share.
ITEM 2. EXHIBITS
Exhibit
No. Description
- ------- -----------
4.1 Amendment No. 1 to Warrant Agreement between the Company and U.S. Stock
Transfer Corp., as Warrant Agent the Registration Statement)
4.2 Form of Warrant Certificate (as amended pursuant to Exhibit 1).
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
NAM TAI ELECTRONICS, INC.
Dated: April 19, 2000
By: /s/ Tadao Murakami
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Tadao Murakami
Chairman of the Board
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EXHIBIT 4.1
NAM TAI ELECTRONICS, INC.
AMENDMENT TO WARRANT AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of April 1, 2000, is agreed to
between Nam Tai Electronics, Inc., a British Virgin Islands international
business company (the "Company"), and U.S. Stock Transfer Corporation, as
warrant agent (the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent entered into a warrant agreement
dated November 24, 1997 (the "Warrant Agreement");
WHEREAS , the Company desires to amend the Warrant Agreement to extend the
expiration date of the Warrants from November 24, 2000 to November 24, 2002;
NOW, THEREFORE, in consideration of the promises and mutual agreements herein
set forth, the parties agree as follows:
1. Section 2.1 of the Warrant Agreement be amended to read as follows:
Each Warrant shall entitle the registered holder of the certificate
representing such Warrant to purchase at the Warrant Price therefor one
Common Share, subject to the adjustments provided for in Section 9 hereof,
at any time prior to 5:00 p.m. Eastern time on November 24, 2002.
2. That the Warrant Agent be authorized to modify the Warrant certificates to
reflect the changes of this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed, as of the day and year first above written:
NAM TAI ELECTRONICS, INC. U.S. STOCK TRANSFER CORPORATION
By: /s/ Tadao Murakami By: /s/ Enrique Artaza
----------------------------- ------------------------
Tadao Murakami Enrique Artaza
Chairman Senior Vice President
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EXHIBIT 4.2
EXPIRATION DATE EXTENDED TO NOVEMBER 24, 2002
NW2-
WARRANT TO PURCHASE
COMMON SHARES
CUSIP 629865 14 8
WARRANT TO PURCHASE COMMON SHARES
NAM TAI ELECTRONICS, INC.
INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF GLENDALE, CALIFORNIA
This certifies that, for value received,
, the registered holder hereof or assigns (the "Holder"), is entitled to
purchase from NAM TAI ELECTRONICS, INC. a British Virgin Islands corporation
(the "Company"), at any time before 5:00 p.m., Eastern Time, on November 24,
2000, at the purchase price per Share of $20.40 (the "Warrant Price"), the
number of Common Shares of the Company set forth above (the "Shares"). The
number of Shares purchasable upon exercise of each Warrant evidenced hereby and
the Warrant Price per Share shall be subject to adjustment from time to time as
set forth in the Warrant Agreement referred to below. This Warrant is subject to
redemption by the Company, at $.05 per Common Share purchasable upon exercise
hereof, upon not less than 30 days' notice, at any time after the Daily Market
Price (determined pursuant to the Warrant Agreement) per Common Share has
equaled or exceeded $25.50 for a period of at least 20 consecutive trading days
ending within 10 days prior to the date of the notice of redemption, and prior
to expiration of the Warrants. The Warrant redemption price and the Daily Market
Price referred to above shall be subject to adjustment from time to time as set
forth in the Warrant Agreement.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form on the reverse
side hereof duly executed (with a signature guarantee as provided on the reverse
side hereof) and simultaneous payment of the Warrant Price (subject to
adjustment) at the principal office in Glendale, California, U.S.A., of U.S.
Stock Transfer Corporation (the "Warrant Agent"). Payment of such price shall be
made at the option of the Holder in cash or by certified check or bank draft,
all as provided in the Warrant Agreement.
The Warrants evidenced hereby are part of a duly authorized issue of Common
Share Purchase Warrants and are issued under and in accordance with a Warrant
Agreement dated as of November 24, 1997, between the Company and the Warrant
Agent and are subject to the terms and provisions contained in such Warrant
Agreement, to all of which the Holder of this Warrant certificate by acceptance
hereof consents. A copy of the Warrant Agreement may be obtained for inspection
by the Agent and are subject to the terms and provisions contained in such
Warrant Agreement, to all of which the Holder of this Warrant certificate by
acceptance hereof consents. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Warrant Agent.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
countersigned and issued to the Holder a new Warrant certificate in respect of
the Shares as to which the Warrants evidenced hereby shall not have been
exercised. This Warrant certificate may be exchanged at the office of the
Warrant Agent by surrender of this Warrant certificate properly endorsed (with a
signature guarantee) either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same aggregate number of
Shares as here evidenced by the Warrant or Warrants exchanged. No fractional
Shares will be issued upon the exercise of rights to purchase hereunder, but the
Company shall pay the cash value of any fraction upon the exercise of one or
more Warrants. The Warrants evidenced hereby are transferable at the office of
the Warrant Agent in the manner and subject to the limitations set forth in the
Warrant Agreement.
The Holder hereof may be treated by the Company, the Warrant Agent and all other
persons dealing with this Warrant certificate as the absolute owner hereof for
all purposes and as the person entitled to exercise the rights represented
hereby, any notice to the contrary notwithstanding, and until such transfer is
entered on such books, the Company may treat the Holder hereof as the owner for
all purposes.
This Warrant certificate does not entitle the Holder hereof to any of the rights
of a stockholder of the Company.
The Company has agreed to pay a fee of 1% of the Warrant Price upon certain
conditions as specified in the Warrant Agreement upon exercise of the Warrant.
This Warrant certificate shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Warrant Agent.
NAM TAI ELECTRONICS, INC.
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By: /s/ Koo Ming Kown Dated:
Countersigned:
CHAIRMAN OF THE BOARD NAM TAI ELECTRONICS, INC. U.S. STOCK TRANSFER CORPORATION
COMMON SEAL Warrant Agent
ATTEST: /s/ Loren Waldman INCORPORATED IN THE By:
SECRETARY BRITISH VIRGIN ISLANDS
Authorized Signatory
</TABLE>
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NAM TAI ELECTRONICS, INC.
PURCHASE FORM
Mailing Address:
NAM TAI ELECTRONICS, INC.
c/o U.S. STOCK TRANSFER CORPORATION
1745 Gardena Avenue
Second Floor
Glendale, California, USA 91304
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant certificate for, and to purchase thereunder,
_____________________ Common Shares provided for therein, and requests that
certificates for such Shares be issued in the name of:
(Please Print or Type Name, Address and Social Security Number)
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant certificate for the balance of the Shares purchasable under
the within Warrant certificate be registered in the name of the undersigned
Holder or his Assignee as below indicated and delivered to the address stated
below.
The undersigned represents that the exercise of the within Warrant was solicited
by a member of the National Association of Securities Dealers, Inc. If not
solicited by an NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated in the space below, it will be assumed that the
exercise was solicited by Joseph Charles & Assoc., Inc.
Dated:
----------------------- ----------------------------------------
(Name of NASD member if other than
Joseph Charles & Assoc., Inc.)
Name of Holder or Assignee:
----------------------------------------------------
(Please Print)
Address:
-----------------------------------------------------------------------
Signature:
---------------------------------------------------------------------
Note: The above signature must correspond with the name as it appears
upon the face of the within Warrant certificate in every particular,
without alteration or enlargement or any change whatever, unless these
Warrants have been assigned.
Signature Guaranteed:
By
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The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Name and Address of Assignee Must Be Printed or Typewritten)
the within Warrants, hereby irrevocably constituting and appointing
_______________________________________________________________Attorney to
transfer said Warrants on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------- ----------------------------------------
Signature of Registered Holder
Note: The signature on this
assignment must correspond
with the name as it appears
upon the face of the within
Warrant certificate in
every particular, without
alteration or enlargement
or any change whatever.
Signature(s) Guaranteed:
By______________________________________________________ The signature(s) should
be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings
and Loan Associations and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
