<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 (S)240.14a-11(c) or (S)240.14a-12
DSG International Limited
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(Name of Registrant as Specified In Its Charter)
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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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DSG INTERNATIONAL LIMITED
Notice of Ninth Annual General Meeting of Shareholders
To Be Held October 17, 2000
August 31, 2000
The Ninth Annual General Meeting of Shareholders of DSG International
Limited will be held at The Regent Jakarta, Jalan H.R. Rasuna Said, Jakarta
12920, Indonesia on Tuesday, October 17, 2000 at 10:00 a.m. local 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, 2000 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
17th Floor, 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 Ninth Annual General Meeting of the Shareholders of the
Company to be held on Tuesday, October 17, 2000 at 10:00 a.m. local time at The
Regent Jakarta, Jalan H.R. Rasuna Said, Jakarta 12920, Indonesia 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, 2000.
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 proxy holders 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.
On August 31, 2000, 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.
<PAGE>
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 nine directors will
be elected at the meeting and the directors so elected will serve until the
Annual General Meeting of Shareholders in 2001 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 17, 2000, 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
----------------------- ---------------------
Brandon Wang .......... Mr. Wang founded the Company in Hong Kong in 1973 and
54 1973 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 is the beneficial owner of 3,321,680
of the Company's Ordinary Shares.
Philip Leung .......... Mr. Leung helped establish the Company in 1973 and has
52 1973 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 has
59 1973 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 1980,
54 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 is the beneficial owner of
122,000 of the Company's Ordinary Shares.
Terence Leung ......... Mr. Leung has been the Company's Chief Financial and
49 1991 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.
<PAGE>
Name, age and Principal occupation
year elected a director and other information
----------------------- ---------------------
Peter Chang............. Mr. Chang has been the Chief Operating Officer of the
54 1991 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 Mr.
74 1994 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 Exexcutive 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 matters,
54 1995 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.
Allister McLeish........ Mr. McLeish is being elected to the Board at this
60 2000 year's annual meeting. He previously served as a non-
executive director in the 1970's of one of the
Company's subsidiaries in Hong Kong. Mr. McLeish is a
Scottish chartered accountant and a chartered
management accountant who recently retired from a
publicly listed industrial chemicals group, Yule Catto
& Co. Plc., where he had held the position of finance
director for the past twenty years. Mr. McLeish has had
over forty years' experience with internationally based
manufacturing companies and has worked in the U.K. and
in several Far Eastern countries. Mr. McLeish does not
own any shares of the Company.
Brandon Wang is married to Eileen Wang-Tsang, who is Patrick Tsang's
sister. Peter Chang is married to Brandon Wang's sister.
<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, Anil Thadani and Allister
McLeish who is being elected at this year's annual meeting. 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, 1999 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 beneficial owners of more than 10% of the outstanding Ordinary
Shares of the Company.
<TABLE>
<CAPTION>
Total shares Percentage of
beneficially total shares
owned as of outstanding as of
Name of director/beneficial owner December 31, 1999 December 31, 1999
--------------------------------- ----------------- ------------------
<S> <C> <C>
Brandon Wang ...................................... 3,321,680/(1)/ 49.77%
Directors and Officers as a Group (10 persons)..... 4,411,846/(1)(2)/ 66.10%
</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 1999 the aggregate renumeration paid by the Company and it subsidiaries
to all directors and officers of the Company as a group (10 persons) for
services in all capacities was approximately $5,242,583.
<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 and to a trust of which he is a beneficiary since January
1, 1996:
<TABLE>
<CAPTION>
Balance Balance
at beginning Loans Loans at end
of period extended repaid of period
-------------- -------- ------ ---------
(dollars in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1999............ $ 3,472 $1,879 $ 2,540 $2,811
Year ended December 31, 1998............ $ 607 $3,372 $ 507 $3,472
Year ended December 31, 1997............ $15,644 $6,129 $21,166 $ 607
</TABLE>
In 1999, 1998 and 1997 the Company advanced $1.8 million, $3.4 million and
$6.1 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 125% of the amount due under the notes. During 1999,
1998 and 1997, Brandon Wang and a trust controlled by him repaid $2.5 million,
$0.5 million and $21.2 million, respectively, to the Company. Interest of $0.2
million, $0.1 million and $1.0 million was charged on these advances in 1999,
1998 and 1997, respectively. The balance at December 31, 1999 was $2.8 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 required 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 was repayable by quarterly instalments of $375,000 followed by a
balloon payment of $10,875,000 on August 1, 2000. In 1999 and 1998, Brandon Wang
repaid $4 million and $1.5 million, respectively. At December 31, 1999 and 1998,
the outstanding balance was $8.4 million and $13.5 million, respectively.
In January 2000, the Company's U.S. subsidiary borrowed amounts under a
term loan facility which was used to repay the balance of the loan payable by
Brandon Wang to the bank, amounting to $5.3 million. This amount has been
aggregated with the receivable from Brandon Wang which amounted to $2.8 million
at December 31, 1999. The resulting note payable by Brandon Wang is repayable on
demand and carries the same interest terms as those of the existing promissory
notes. Brandon Wang is required to provide collateral of shares of the Company
held by him, such amount to be not less than 125% of the amount due under the
notes. At December 31, the Company has classified the balance owed by Brandon
Wang as a reduction from shareholders' equity as it is undeterminable when the
increased note payable arising in January 2000 from the repayment of the bank
loan to Brandon Wang will be repaid.
<PAGE>
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 2000 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.
SUBMISSION OF PROPOSALS FOR 2001 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, 17th Floor, Watson Centre, 16-22 Kung Yip
Street, Kwai Chung, Hong Kong not later than December 31, 2000 for inclusion in
the 2001 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: August 31, 2000
<PAGE>
Shares represented by this proxy will be voted as directed by Please MARK
the shareholder. iF no such directions are indicated, the proxies your votes
will have authority to vote FOR the election of directors and FOR as indicated
Item 2. in this
example
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS: FOR all nominees listed WITHHOLD AUTHORITY 2. Ratification of the appointment of
below (except as to vote for all Deloitte Touche Tohmatsu as the
marked to the nominees listed Company's independent auditors
contrary below) for the current fiscal year:
FOR AGAINST ABSTAIN
Nominees: Brandon Wang, Philip Leung, Johnny Tsui, Patrick Tsang, Terence Leung, 3. Upon any other matters which might
Peter Chang, Owen Price, Anil Thadani, Allister Mcleish. properly come before the meeting.
</TABLE>
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list above.)
Date: _________________________, 2000
_____________________________________
(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 .
<PAGE>
DSG INTERNATIONAL LIMITED
PROXY SOLICITED BY BOARD OF DIRECTORS
For Annual Meeting October 17, 2000
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 Tuesday, October 17, 2000, and at any adjournment thereof.
(Continued and to be executed and dated on the reverse side hereof)
.FOLD AND DETACH HERE.
