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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
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(Name of Registrant as Specified In Its Charter)
DSG International Limited
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
Schedule 14A
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(3) Filing Party:
Registrant
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(4) Date Filed:
August 30, 1999
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Notes:
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DSG INTERNATIONAL LIMITED
Notice of Eighth Annual General Meeting of Shareholders
To Be Held October 13, 1999
August 31, 1999
The Eighth Annual General Meeting of Shareholders of DSG International
Limited will be held at The Regent Kuala Lumpur, 160 Jalan Bukit Bintang, 55100
Kuala Lumpur, Malaysia on Wednesday, October 13, 1999 at 10:00 a.m. Malaysia
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 August 31, 1999 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
Johnny Tsui
Secretary
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DSG INTERNATIONAL LIMITED
17/F Watson Centre
16-22 Kung Yip Street
Kwai Chung
Hong Kong
Tel: 852-2484-4820
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 Eighth Annual General Meeting of the Shareholders of the
Company to be held on Wednesday, October 13, 1999 at 10:00 a.m. Malaysia time at
The Regent Kuala Lumpur, 160 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia
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 September 1, 1999.
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.
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On August 31, 1999, 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.
ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of eight members,
six of whom are officers of the Company. 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 2000 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
October 13, 1999, 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 of Directors may be reduced.
The following table sets forth certain biographical information concerning
each nominee.
<TABLE>
<CAPTION>
Name, Age and Principal Occupation
Year Elected a Director and Other Information
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<S> <C>
Brandon Wang........................... Mr. Wang founded the Company in Hong Kong in 1973 and has been a director and
53 1973 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 has served as a director and
51 1973 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 has served as a director and
58 1973 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.
</TABLE>
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<TABLE>
<CAPTION>
Name, Age and Principal Occupation
Year Elected a Director and Other Information
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<S> <C>
Patrick Tsang.......................... Mr. Tsang has been a director of the Company since 1980, and was appointed a
53 1980 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 and Accounting Officer since
48 1991 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.
Peter Chang............................ Mr. Chang has been the Chief Operating Officer of the Company's U.S. operations
53 1991 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, Mr. Price retired as the
73 1994 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 was 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.
</TABLE>
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<TABLE>
<CAPTION>
Name, Age and Principal Occupation
Year Elected a Director and Other Information
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<S> <C>
Anil Thadani........................... Mr. Thadani advises the Company on financial matters, corporate strategy and
53 1995 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 a 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.
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, 1998 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.
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<TABLE>
<CAPTION>
Percentage of
Total Shares Total Shares
Beneficially Outstanding
Name of Director/ Owned as of as of
Beneficial Owner December 31, 1998 December 31, 1998
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<S> <C> <C>
Brandon Wang........................... 3,321,680/1/ 49.77%
Directors and Officers as a Group
(10 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 1998 the aggregate remuneration paid by the Company and its subsidiaries
to all directors and officers of the Company as a group (10 persons) for
services in all capacities was approximately $5,065,030.
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 and to a trust of which he is a beneficiary since January
1, 1996:
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<TABLE>
<CAPTION>
Loan Balance Balance
at Beginning Loans Loans at End
of Period Extended Repaid of Period
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(dollars in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1998......... $ 607 $3,372 $ 507 $ 3,472
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
</TABLE>
In 1998, 1997 and 1996 the Company advanced $3.4 million, $6.1 million and
$7.6 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 loans were repayable on demand evidenced by promissory notes
bearing interest at a rate equal to 1.5% over the London Inter-Bank Offered Rate
(LIBOR) 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. During 1998,
1997 and 1996, Brandon Wang and a trust controlled by him repaid $0.5 million,
$21.2 million and 4.5 million, respectively, to the Company. Interest of $0.1
million, $1.0 million and $1.0 million was charged on these advances in 1998,
1997 and 1996, respectively. The balance at December 31, 1998 was $3.5 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 by the bank to Brandon Wang. The
loan agreement requires the U.S. subsidiary to maintain minimum cash balances of
$6 million as collateral with the bank. 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 installments of $375,000 followed
by a balloon payment of $10,875,000 on August 1, 2000. In 1998 Brandon Wang
repaid $1.5 million and at December 31, 1998 the outstanding balance was $13.5
million. In January 1999 an additional $4 million was repaid.
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 1999 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.
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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.
SUBMISSION OF PROPOSALS FOR 2000 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, 1999 for inclusion in the 2000
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
Johnny Tsui
Secretary
Date: August 31, 1999
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DSG INTERNATIONAL LIMITED
PROXY SOLICITED BY BOARD OF DIRECTORS
For Annual Meeting October 13, 1999
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 Wednesday, October 13, 1999, and at any adjournment
thereof.
(Continued and to be executed and dated on the reverse side hereof)
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. FOLD AND DETACH HERE .
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<TABLE>
<CAPTION>
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<S> <C>
Shares represented by this proxy will be voted as directed by the shareholder. If no such Please mark [X]
directions are indicated, the proxies will have authority to vote FOR the election of directors your vote as
and FOR Item 2. indicated in
this example
1. ELECTION OF DIRECTORS: FOR all nominees listed WITHHOLD AUTHORITY 2. Ratification of the appointment of Detoitte
below (except as to vote for all Touche Tohmatsu as the Company's Independent
marked to the nominees listed auditors for the current fiscal year:
contrary below)
FOR AGAINST ABSTAIN
[_] [_] [_] [_] [_]
Nominees: Brandon Wang, Philip Leung, Johnny Tsui, Patrick Tseng, Terence Leung, 3. Upon any other matters which might properly
Peter Chang, Owen Price, Anil Thadami. come before the meeting.
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list above.)
Date: ___________________________________, 1999
_______________________________________________
(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
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</TABLE>
.FOLD AND DETACH HERE.
