<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DSG International Limited
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
DSG INTERNATIONAL LIMITED
NOTICE OF SEVENTH ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1998
May 26, 1998
The Seventh Annual General Meeting of Shareholders of DSG International
Limited will be held at The Regent Bangkok, 155 Rajadamri Road, Bangkok 10330,
Thailand on Thursday, June 18, 1998 at 10:00 a.m. Thailand time, for the
following purposes :
1. To elect directors for the ensuing year.
2. To ratify the appointment of auditors.
3. To act upon any other matters properly coming before the meeting and
any adjournment thereof.
Only shareholders of record at the close of business on May 25, 1998 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Any shareholder entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and vote instead of him. If you do not expect to
attend in person, please sign and return the enclosed Proxy in the envelope
provided which requires no postage if mailed in the United States.
By order of the Board of Directors
/s/ Johnny Tsui
---------------
JOHNNY TSUI
Secretary
<PAGE>
DSG INTERNATIONAL LIMITED
17/F Watson Centre
16-22 Kung Yip Street
Kwai Chung
Hong Kong
Tel : 852-2427-6951
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of DSG International Limited (the "Company") of
proxies to be used at the Seventh Annual General Meeting of the Shareholders of
the Company to be held on Thursday, June 18, 1998 at 10:00 a.m. Thailand time at
The Regent Bangkok, 155 Rajadamri Road, Bangkok 10330, Thailand and at any
adjournment thereof. The Company was formed on December 31, 1991 and became the
holding company of the Company's predecessor DSG Holdings Limited and its
subsidiaries.
This proxy statement and the accompanying form of proxy were mailed to
shareholders beginning May 29, 1998.
PROXY SOLICITATION
A form of proxy is enclosed for use at the meeting. Unless contrary
instructions are indicated on the proxy, all shares represented by the valid
proxies received pursuant to this solicitation will be voted FOR election of the
nominees for directors of the Company named in this Proxy Statement and FOR the
appointment of the independent accountants and as the proxyholders deem
advisable on other matters that may come before the meeting. In the event a
shareholder specifies a different choice by means of the proxy, his or her
shares will be voted in accordance with the specifications so made. If any
other matters are properly presented to the meeting for action, it is intended
that the persons named in the enclosed form of proxy and acting thereunder will
vote in accordance with their best judgment on such matters. A proxy may be
revoked by a shareholder at any time before it is voted by delivering written
notice to the Company at its address listed above, by submitting a subsequently
dated proxy or by attending the meeting and voting by ballot.
The expense of preparing, printing and mailing this proxy statement
and the proxies solicited hereby will be borne by the Company. Proxies may be
solicited by directors, officers and regular employees of the Company, who will
receive no additional compensation for such solicitation, in person, by
telephone or facsimile. The Company will reimburse brokerage houses and other
custodians, nominees and fiduciaries for their expenses in accordance with the
regulations of the Securities and Exchange Commission on sending proxies and
proxy material to the beneficial owners of shares held of record by others.
A copy of the Annual Report of the Company containing audited
financial statements for the year ended December 31, 1997 accompanies this proxy
statement.
On May 25, 1998, the record date for the determination of shareholders
entitled to vote at the meeting, 6,674,606 Ordinary Shares were outstanding and
carry the right to one vote for each such share with respect to each matter to
be voted on at the meeting. The approval of a majority of the votes cast is
required for the election of directors, the ratification of the appointment of
independent accountants and other matters that may be properly brought before
the meeting.
1
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of nine
members, six of whom are officers of the Company. Terrence Daniels is not
standing for election as a director of the Company in 1998. It is intended that
eight directors will be elected in the meeting and the directors so elected will
serve until the Annual General Meeting of Shareholders in 1999 or until their
successors are elected and qualified.
The Board of Directors expects that all the nominees will be able and
willing to serve as directors. If, at the time of the Annual General Meeting on
June 18, 1998, any nominee is unable or declines to serve, the proxies may be
voted for another person nominated by the present Board of Directors to fill the
vacancy or the size of the Board may be reduced.
The following table sets forth certain biographical information
concerning each nominee.
NAME, AGE AND PRINCIPAL OCCUPATION
YEAR ELECTED A DIRECTOR AND OTHER INFORMATION
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<C> <S>
Brandon Wang........... Mr. Wang founded the Company in Hong Kong in 1973
52 1973 and has been a director and the Company's Chairman
and Chief Executive Officer since that time. Mr.
Wang is a graduate of St. Francis Xavier's College
in Kowloon, Hong Kong. Mr. Wang owns 3,321,680 of
the Company's Ordinary Shares.
Philip Leung........... Mr. Leung helped establish the Company in 1973 and
50 1973 has served as a director and Vice President of the
Company since that time. Mr. Leung is currently
also the Company's Chief Purchasing Officer and
oversees and implements the global purchasing and
product development of the Company. Mr. Leung
holds a diploma of Management Studies from Hong
Kong Polytechnic and an M.B.A. degree from the
University of East Asia, Macau. Mr. Leung owns
234,000 of the Company's Ordinary Shares.
Johnny Tsui............ Mr. Tsui helped establish the Company in 1973 and
57 1973 has served as a director and Vice President of the
Company since that time. In September 1995, Mr.
Tsui was appointed as Secretary of the Company.
Mr. Tsui has also served as Chief Operating
Officer of the Company's Asian operation since
1991. Mr. Tsui owns 234,000 of the Company's
Ordinary Shares.
Patrick Tsang.......... Mr. Tsang has been a director of the Company since
52 1980 1980, and was appointed a Vice President in
January 1992. Mr. Tsang was Secretary of the
Company from March 1992 to September 1995. In
1988, Mr. Tsang started up the Company's
Australian operation. Since July 1993 Mr. Tsang
has also served as Chief Operating Officer of the
Company's European operations. Mr. Tsang has a
Ph.D. in Engineering from the University of
London. Mr. Tsang also attended a Management
Science course at Imperial College, London. Mr.
Tsang owns 122,000 of the Company's Ordinary
Shares.
Terence Leung.......... Mr. Leung has been the Company's Chief Financial
47 1991 and Accounting Officer since 1988. Mr. Leung was
appointed a director in 1991 and a Vice President
in January 1992. Before joining the Company in
1978, Mr. Leung worked as an accountant with
several major trading corporations in Hong Kong.
Mr. Leung is a certified public accountant in the
United Kingdom and Hong Kong. Mr. Leung owns
117,000 of the Company's Ordinary Shares.
</TABLE>
2
<PAGE>
NAME, AGE AND PRINCIPAL OCCUPATION
YEAR ELECTED A DIRECTOR AND OTHER INFORMATION
- ----------------------- ---------------------
<TABLE>
<CAPTION>
<C> <S>
Peter Chang............ Mr. Chang has been the Chief Operating Officer of
52 1991 the Company's U.S. operations since the Company
moved its U.S. headquarters to Atlanta, Georgia in
late 1988. Mr. Chang joined the Company in 1984
as Vice President in charge of U.S. sales and
marketing at the time the Company commenced
operations in the United States, and became a
director in 1991 and a Vice President in January
1992. Prior to joining the Company, Mr. Chang
held various engineering and management positions
with major U.S. airlines, based in New York. Mr.
Chang has a Master's Degree in Operations Research
from Kansas State University. Mr. Chang owns
124,000 of the Company's Ordinary Shares.
Owen Price............. Mr. Price became a director in April 1994. In 1993
72 1994 Mr. Price retired as the Managing Director of Dairy
Farm International Holdings Limited which he joined
in 1974. Prior to that time, Mr. Price had 27 years
experience with a large Australian retailer,
Woolworths Ltd., where he started as an Executive
Trainee and worked his way through to become Chief
Executive in 1971. Mr. Price has served on a number
of retail councils in different countries and has
been an adviser to the Australian government on
trade matters. Mr. Price is a director of numerous
companies in the Asia-Pacific region including
three other listed public companies : Dairy Farm
International Holdings Limited, Cycle And Carriage
Limited (alternate director) and The Hour Glass
Limited. Mr. Price does not own any Shares of the
Company.
Anil Thadani.......... Mr. Thadani advises the Company on financial
52 1995 matters, corporate strategy and development, and
was a director of the Company from 1989 until April
1995, when he resigned as a result of his interest
in the going private transaction proposed by the
Company's management group. Mr. Thadani was re-
elected to the Board in September 1995. Mr. Thadani
is the Chairman of Schroder Capital Partners (Asia)
Limited, a direct investment company, which he
founded in July 1992 in joint venture with the
Schroders Group of the United Kingdom. Prior to
this, Mr. Thadani was the Managing Director and a
founding partner of Arral & Partners Limited, a
private investment company based in Hong Kong. Mr.
Thadani is also a director of Programmed
Maintenance Services Pty. Ltd., ODS System-Pro
Holdings Ltd., Equatorial Reinsurance (Singapore)
Ltd. and Scandia (Asia) Ltd. Mr. Thadani has a
Master's Degree in Chemical Engineering from the
University of Wisconsin, Madison, and an M.B.A.
from the University of California at Berkeley. Mr.
Thadani owns 19,166 of the Company's Ordinary
Shares.
</TABLE>
Brandon Wang is married to Eileen Wang-Tsang, who is Patrick Tsang's
sister. Peter Chang is married to Brandon Wang's sister.
3
<PAGE>
BOARD AND COMMITTEE MEETINGS
The Board of Directors has, as standing Committees, an Executive
Committee and an Audit Committee.
The Executive Committee consists of Brandon Wang, Philip Leung, Johnny
Tsui, Patrick Tsang, Terence Leung and Peter Chang. It has authority to take
any action, other than appointment of auditors, election and removal of
directors and appointment of officers, which can be taken only by the Board of
Directors.
The Audit Committee consists of Owen Price and Anil Thadani. The
principal functions of the Audit Committee are (i) to recommend the independent
auditors to be employed by the Company; (ii) to consult with the independent
auditors with regard to the plan of audit; (iii) to review, in consultation with
the independent auditors, their audit report or proposed audit report; and (iv)
to consult with the independent auditors with regard to the adequacy of the
Company's internal accounting controls.
OWNERSHIP OF VOTING STOCK BY DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table gives data as of December 31, 1997 concerning (i) the
beneficial ownership of the Company's Ordinary Shares by all directors and
officers as a group as reported by each person, and (ii) the persons known to
the Company to be the beneficial owners of more than 10% of the outstanding
Ordinary Shares of the Company.
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL SHARES TOTAL SHARES
BENEFICIALLY OUTSTANDING
NAME OF DIRECTOR/ OWNED AS OF AS OF
BENEFICIAL OWNER DECEMBER 31, 1997 DECEMBER 31, 1997
- ----------------- ----------------- -----------------
<S> <C> <C>
Brandon Wang ................. 3,321,680(1) 49.77%
Directors and Officers
as a Group (11 persons) ...... 4,427,846(1)(2) 66.34%
</TABLE>
(1) Includes 140,580 Ordinary Shares owned by Brandon Wang's wife, Eileen Wang,
as to which he disclaims beneficial ownership.
(2) Includes 123,000 Ordinary Shares owned by Benedict Wang's wife, Suk Yee
Heyley Sham, as to which he disclaims beneficial ownership; and 117,000
Ordinary Shares owned by S.L. Wang's wife, Pei Fang Wang, as to which he
disclaims beneficial ownership.
As at the date of this proxy statement Brandon Wang and seven other
members of Management own more than 50% of the Company's outstanding Ordinary
Shares and, acting together, are able to control the election of the Board of
Directors, and thus the direction and future operations of the Company,
including decisions regarding acquisitions and other business opportunities, the
declaration of dividends and the issuance of additional Ordinary Shares and
other securities, in each case without the supporting vote of any other
shareholder of the Company. In addition, Brandon Wang is controlling
shareholder of the Company and thus may be deemed to be a parent of the Company
under the rules and regulations of the Securities Act.
COMPENSATION OF DIRECTORS AND OFFICERS
In 1997 the aggregate remuneration paid by the Company and its
subsidiaries to all directors and officers of the Company as a group (11
persons) for services in all capacities was approximately $6,281,452.
4
<PAGE>
CERTAIN TRANSACTIONS
The following table sets forth the aggregate amount of loans made by
the Company to Brandon Wang, the founder, principal shareholder and Chief
Executive Officer of the Company, to a company controlled by him, and to a trust
of which he is a beneficiary, from January 1, 1995 to December 31, 1997:
LOAN BALANCE BALANCE
AT BEGINNING LOANS LOANS AT END
OF PERIOD EXTENDED REPAID OF PERIOD
--------- -------- ------ ---------
(dollars in thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year ended December 31, 1997....... $15,644 $ 6,129 $21,166 $ 607
Year ended December 31, 1996....... 12,536 7,638 4,530 15,644
Year ended December 31, 1995....... 674 13,167 1,305 12,536
</TABLE>
In 1997, 1996 and 1995 the Company advanced $6.1 million, $7.6 million
and $13.2 million, respectively, to Brandon Wang, the founder, substantial
shareholder and Chief Executive Officer of the Company and to a trust of which
he is a beneficiary. These advances were made under a loan and security
agreement in which the Company agreed to make loans to Brandon Wang from time to
time, subject to any limit on such loans which may be imposed by the Board of
Directors. The advances were evidenced by promissory notes bearing interest at
a rate equal to 1.5% over the London Inter-Bank Offered Rate or such other rate
that the Board of Directors and the borrower shall agree in writing. The rate
of interest was reviewed quarterly and adjusted, if necessary. The promissory
notes were collateralized by the pledge of shares of the Company held by Brandon
Wang. The fair market value of the shares pledged was required to be at least
200% of the amount due under the notes. The loans were repayable on demand,
however, the Company and Brandon Wang agreed to a quarterly repayment schedule,
with the final payment of principal due in 1998. During 1997 and 1996, Brandon
Wang and a trust controlled by him repaid $21.2 million and $4.5 million,
respectively, to the Company. As the loans were settled during 1997, the
pledged shares were released. Interest of $1.0 million, $1.0 million and $0.7
million was charged on these advances in 1997, 1996 and 1995, respectively. The
balance at December 31, 1997 was $0.6 million.
In 1997 a U.S. subsidiary of the Company extended a guarantee to a
bank as part of a $15 million term loan provided to Brandon Wang. Brandon Wang
has pledged 2,217,100 shares in the Company to the lender as security for the
loan. Commencing January 1, 1998, this loan is repayable by quarterly
instalments of $0.4 million followed by a balloon payment of $10.1 million on
August 1, 2000.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of the Company has selected the firm of
Deloitte Touche Tohmatsu, independent certified public accountants, as the
independent auditors to make an examination of the consolidated financial
statements of the Company and its subsidiaries for the 1998 fiscal year, subject
to ratification by the shareholders. Deloitte Touche Tohmatsu has acted as
auditor for the Company and the Company's predecessor for many years.
A representative of Deloitte Touche Tohmatsu is expected to be present
at the meeting, with the opportunity to make a statement if he desires to do so,
and will be available to respond to appropriate questions. Ratification will
require the affirmative vote of a majority of the Ordinary Shares present and
voting at the meeting in person or by proxy. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THIS PROPOSAL.
5
<PAGE>
SUBMISSION OF PROPOSALS FOR 1999 ANNUAL GENERAL MEETING
All proposals of shareholders which are intended to be presented at
the next Annual General Meeting of Shareholders must be received at the
Principal Executive Office of the Company, 17/F Watson Centre, 16-22 Kung Yip
Street, Kwai Chung, Hong Kong not later than December 31, 1998 for inclusion in
the 1999 proxy statement and form of proxy.
OTHER MATTERS
The Board does not know of any other business which may be presented
for consideration at the meeting. If any business not described herein should
come before the meeting, the persons named in the enclosed proxy will vote on
those matters in accordance with their best judgment.
By order of the Board of Directors
/s/ Johnny Tsui
---------------
JOHNNY TSUI
Secretary
Date : May 26, 1998
6
<PAGE>
DSG INTERNATIONAL LIMITED
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING JUNE 18, 1998
Brandon Wang and Johnny Tsui, or either of them, each with the power of
substitution, are hereby authorized to represent and vote the shares of the
undersigned at the Annual General Meeting of Shareholders of DSG International
Limited to be held on Thursday, June 18, 1998, and at any adjournment thereof.
(Continued and to be executed and dated on the reverse side hereof)
*FOLD AND DETACH HERE*
<PAGE>
Shares represented by this proxy will be Please mark your
voted as directed by the shareholder. If no such votes as indicated [X]
directions are indicated, the proxies will have in this example
authority to vote FOR the election of directors
and FOR Item 2.
SELECTION OF DIRECTORS: FOR all nominees listed WITHHOLD AUTHORITY
below (except as to vote for all
marked to the nominees listed
contrary below)
[ ] [ ]
Nominees: Brandon Wang, Philip Leung, Johnny Tsui, Patrick Tsang, Terence Leung,
Peter Chang, Owen Price, Anil Thadani.
Instruction: To withhold authority to vote for any individual nominees strike a
line through nominee's name in the list above.)
2. Ratification of the appointment of Deloitte Touche Tohmatsu as the Company's
independent auditors for the current fiscal year:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Upon any other matters which might properly come before the meeting.
Date: , 1998
----------------------------------------
- ---------------------------------------------------
(Shareholder's Signature)
- ---------------------------------------------------
(Shareholder's Signature)
Please sign exactly as your name appears on this proxy. If signing for estates,
trusts or corporations, title or capacity should be stated. If shares are held
jointly, each holder should sign.
PLEASE DATE, SIGN AND RETURN
*FOLD AND DETACH HERE*
