<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION VIA EDGAR
AS OF JANUARY 10, 2001
Registration No. 333-49050
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DESWELL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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British Virgin Islands 3089 None
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
Unit 516-517
Hong Kong Industrial Complex
#4 Wang Kwong Road
Kowloon Bay, Kowloon, Hong Kong
Telephone: (852) 2796-6993
Facsimile: (852) 2796-7741
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Stephen Seung
2 Mott St., Suite 601
New York, New York 10013
(212) 732-0030
Telecopy: (212) 227-5097
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Mark A. Klein, Esq.
Kirkpatrick & Lockhart LLP
10100 Santa Monica Boulevard, 7th Floor
Los Angeles, CA 90067
Telephone: (310) 552-5000
Facsimile: (310) 552-5001
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
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CALCULATION OF REGISTRATION FEE(1)
============================================================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Unit (1) Offering Price (1) Fee
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Common shares, $0.01 par value per share (2) 500,000 shares $16.00 $8,000,000 $2,112
============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and is based on the average of the high and low
sales price as reported on the Nasdaq National Market on October 30, 2000.
(2) The common shares being registered hereunder are being registered for
resale by the selling shareholder named in the prospectus (the "selling
shareholder")
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE> 2
The information in this prospectus is not complete and may be changed. The
selling shareholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and neither the selling
shareholder nor we are soliciting offers to buy these securities in any state
where the offer or sale is not permitted.
SUBJECT TO COMPLETION--DATED JANUARY 10, 2001
500,000 COMMON SHARES
[DESWELL LOGO]
Nam Tai Electronics, Inc., the selling shareholder, is offering and selling
up to 500,000 common shares of Deswell Industries, Inc. The selling shareholder
may offer its Deswell common shares through public or private transactions, in
or off the over-the-counter market in the United States, at prevailing market
prices, or at privately negotiated prices. For details of how the selling
shareholder may offer its Deswell common shares, please see the section of this
prospectus called "Plan of Distribution."
Deswell will not receive any proceeds from the sales of shares by the
selling shareholder. Deswell's common shares are quoted on the Nasdaq National
Market under the symbol "DSWL." On _______ __, 2001 the closing price of
Deswell's common shares on the Nasdaq National Market was $_____ per share.
YOUR PURCHASE OF THE COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 5.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE DESWELL COMMON SHARES OFFERED OR
SOLD UNDER THIS PROSPECTUS, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is ________, 2001
<PAGE> 3
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Deswell files reports and other information with the Securities and
Exchange Commission, or SEC. You may read and copy any document Deswell files at
the SEC's public reference room at 450 5th Street, N.W., in Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room.
The SEC allows Deswell to "incorporate by reference" the information it
files with the SEC, which means that Deswell can disclose important information
to you by referring you to those documents. The information incorporated by
reference is part of this prospectus and later information that Deswell files
with the SEC will automatically update and supersede this information. Deswell
incorporates by reference the documents listed below.
1. Deswell's Annual Report on Form 20-F for the year ended March 31, 2000
filed with the SEC on July 7, 2000;
2. Deswell's Form 6-K filed with the SEC on August 14, 2000;
3. Deswell's Form 6-K filed with the SEC on August 30, 2000;
4. Deswell's Form 6-K/A filed with the SEC on January 10, 2001; and
5. Deswell's Form 8-A filed with the SEC on July 13, 1995.
All subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K,
and all subsequent filings on Forms 10-Q and 8-K filed by Deswell with the SEC
under the Securities Exchange Act of 1934, prior to the termination of the
offering, shall be deemed to be incorporated by reference into this Prospectus.
Deswell may incorporate by reference into this Prospectus certain Forms 6-K
subsequently submitted to the SEC by identifying in these forms that they are
being incorporated by reference into this Prospectus.
Upon written or oral request and at no cost, we will provide to each
person, including any beneficial owner of our common shares, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated but not delivered with this prospectus. Requests for this
information should be made to our United States investor relations
representative at the following address: John G. Nesbett, Lippert/Heilshorn &
Associates, Inc., 800 Third Avenue, Suite 1701, New York, New York 10022,
telephone: (212) 838-3777, ext. 303.
TABLE OF CONTENTS
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Page Page
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Where You Can Find More Information........... 2 Principal and Selling Shareholders......... 13
About Deswell................................. 3 Description of Common Shares............... 16
Recent Developments........................... 4 Plan of Distribution....................... 17
Risk Factors.................................. 5 Legal Matters.............................. 19
Enforceability of Civil Liabilities........... 11 Experts.................................... 19
Use of Proceeds............................... 12 Indemnification............................ 19
Additional Information..................... 20
</TABLE>
2
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ABOUT DESWELL
We are an independent manufacturer of injection-molded plastic parts and
components, electronic products and subassemblies and metallic molds and
accessory parts for original equipment manufacturers, or OEMs, and contract
manufacturers. We conduct all of our manufacturing activities at separate
factories for plastics, electronics and metallic operations located in the
People's Republic of China.
We produce a wide variety of plastic parts and components that are used in
the manufacture of consumer and industrial products, including:
o cases and key tops for calculators and personal organizers;
o cases for flashlights, telephones, paging machines, projectors and
alarm clocks;
o grips and rods for fishing tackle; and
o toner cartridges and cases for photocopy machines.
We also manufacture electronic products, including:
o complex printed circuit board assemblies using surface mount and
pin-through-hole interconnection technologies; and
o finished products which include:
o telecommunication products such as special purpose telephones
used as a private automated branch exchange, a network terminal
and an internet phone, for each of which we also manufacture the
plastic parts;
o telephone answering machines; and
o sophisticated professional audio equipment such as power
amplifiers, mixers and digital signal processors and DVD players.
Since mid 1999, our electronics research and development team has also
developed new products such as full-duplex conference speakerphones, tele-video
monitoring systems and digital color cameras.
Metal products that we manufacture include metallic molds and accessory
parts used in audio equipment, telephones and copying machines.
As part of our manufacturing operations, we consult with our customers in
the design of plastic parts and the design and production of the molds used to
manufacture plastic parts, which are made by us at our customers' expense, and
we provide advice and assistance in the design and manufacturing of printed
circuit boards. We believe that our ability to manufacture high-end plastic and
metal parts of the quality required by original equipment and contract
manufacturers which furnish products and services internationally, our expertise
in designing and manufacturing molds for our customers and our low production
costs distinguish us from most other manufacturers of plastic products and
provide us with a competitive advantage. However, as a result of increased
competition, we have been forced to reduce the sales prices of our products
during the years ended March 31, 1999 and 2000 and the six months ended
September 30, 2000, which has resulted in lower gross profit margins during
these periods.
We were incorporated in the British Virgin Islands in December 1993. Our
principal executive offices are located and our business is principally
administered in Hong Kong at Unit 516-517, Hong Leon Industrial Complex, No. 4,
3
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Wang Kwong Road, Kowloon, Hong Kong, our telephone number is (852) 2796-6993
and our facsimile number is (852) 2796-7741.
RECENT DEVELOPMENTS
RESULTS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2000.
We reported net sales for the three months ended September 30, 2000 of
$24.8 million, an increase of 54.0% compared to sales of $16.1 million in the
three months ended September 30, 1999. Operating income increased 47.0% to $5.07
million for the three months ended September 30, 2000, compared to $3.45 million
for the three months ended September 30, 1999. Net income increased 20.2% to
$4.01 million for the three months ended September 30, 2000, compared to $3.34
million for the three months ended September 30, 1999. Basic earnings per share
and diluted earnings per share were $0.75 and $0.74 respectively, based on
5,349,000 and 5,413,000 weighted average shares outstanding, respectively, for
the three months ended September 30, 2000. This compares to basic earnings per
share and diluted earnings per share of $0.61 based on 5,476,000 and 5,481,000
weighted average shares outstanding, respectively, for the three months ended
September 30, 1999.
We reported net sales for the six months ended September 30, 2000 of $42.6
million, an increase of 51.1% compared to net sales of $28.2 million for the six
months ended September 30, 1999. Operating income for the six months ended
September 30, 2000 increased 46.8% to $7.9 million, compared to $5.4 million for
the six months ended September 30, 1999, and net income increased 24.2% to $6.8
million for the six months ended September 30, 2000, compared to $5.5 million
for the six months ended September 30, 1999. Basic earnings per share and
diluted earnings per share were $1.27 and $1.26, respectively, based on
5,348,000 and 5,379,000 weighted average shares outstanding, respectively, for
the six months ended September 30, 2000. This compares to basic earnings per
share and diluted earnings per share of $1.00 and $0.99 per share based on
5,476,000 and 5,477,00 weighted average shares outstanding, respectively, for
the six months ended September 30, 1999.
We have determined that we will not reinvest any of the profits from our
Chinese plastic manufacturing subsidiary in Shekou, Shenzhen for the year ended
March 31, 2000 and thus we will be subject to taxes of 7.5% on income from these
operations for the 2000 tax year. This resulted in our incurring of additional
income taxes of U.S. $426,000 during the year ended March 31, 2000 and U.S.
$269,000 for the six months ended September 30, 2000.
Declaration of Interim Dividend
===============================
On November 4, 2000, our board of directors declared an interim cash
dividend of U.S. $0.33 per share. The dividend was paid on December 7, 2000 to
shareholders of record as of November 22, 2000.
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RISK FACTORS
Investment in the common shares offered by this prospectus involves a high
degree of risk. This prospectus contains or incorporates forward-looking
statements. You can identify these forward-looking statements by our use of the
words "believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions, whether in the negative or affirmative.
Although we believe that these forward-looking statements reflect our plans,
intentions, and expectations reasonably, we may not actually achieve these
plans, intentions or expectations. Our actual results could differ materially
from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have put in the cautionary statements below that we
believe could cause our actual results to differ materially from the
forward-looking statements that we make. We do not intend to update information
contained in any forward-looking statement we make.
WE FACE NUMEROUS RISKS AS A RESULT OF OUR OPERATIONS IN CHINA AND HONG KONG.
Our manufacturing facilities in China subject us to the political and
economic risks. Our manufacturing facilities are located in China. As a result,
our operations and assets are subject to significant political, economic, legal
and other uncertainties associated with doing business in China which are
discussed in more detail below.
THE CHINESE GOVERNMENT COULD CHANGE ITS POLICIES TOWARD OR EVEN NATIONALIZE
PRIVATE ENTERPRISE. Over the past several years, the Chinese government has
pursued economic reform policies including the encouragement of private economic
activity and greater economic decentralization. The Chinese government may not
continue to pursue these policies or may significantly alter them to our
detriment from time to time without notice. Changes in policies by the Chinese
government resulting in changes in laws, regulations, or their interpretation,
the imposition of confiscatory taxation, restrictions on currency conversion or
imports and sources of supply could materially and adversely affect us. The
nationalization or other expropriation of private enterprises by the Chinese
government could result in the total loss of our investment in that country.
THERE MAY BE A LACK OF REMEDIES AND IMPARTIALITY UNDER THE CHINESE LEGAL
SYSTEM THAT PREVENTS US FROM ENFORCING THE TENANCY AGREEMENTS UNDER WHICH WE
OPERATE OUR FACTORIES. We operate our factories under tenancy agreements with
the local Chinese government. These tenancy agreements may be difficult to
enforce in China, which could force us to accept terms that may not be as
favorable as those provided in our tenancy agreements. Unlike the U.S., China
has a civil law system based on written statutes in which judicial decisions
have little precedential value. The Chinese government has enacted some laws and
regulations dealing with matters such as corporate organization and governance,
foreign investment, commerce, taxation and trade. However, their experience in
implementing, interpreting and enforcing these laws and regulations is limited,
and our ability to enforce commercial claims or to resolve commercial disputes
is unpredictable. These matters may be subject to the exercise of considerable
discretion by agencies of the Chinese government, and forces unrelated to the
legal merits of a particular matter or dispute may influence their
determination.
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OUR BUSINESS LICENSES IN CHINA MAY NOT BE RENEWED. Our activities in China
require business licenses. This requires a review and approval of our
activities by various national and local agencies of Chinese government. The
Chinese government may not continue to approve of our activities or grant or
renew our licenses. Our inability to obtain needed approvals or licenses could
prevent us from continuing to conduct operations in China. If for any reason we
were required to move our manufacturing operations outside of China, our
profitability would be substantially impaired, our competitiveness and market
position would be materially jeopardized and we may not be able to continue
operations.
OUR INSURANCE MAY BE INSUFFICIENT IN THE EVENT OF A DISASTER AFFECTING OUR
MANUFACTURING FACILITIES. Firefighting and disaster relief or assistance in
China are primitive by Western standards. At March 31, 2000, we maintained fire,
casualty and theft insurance aggregating approximately US$18,468,000 covering
certain of our stock in trade, goods and merchandise, furniture and equipment
and factory buildings in China. The proceeds of this insurance may not be
sufficient to cover material damage to, or the loss of, any of our factories due
to fire, severe weather, flood, or other act of God or cause. We do not maintain
any business interruption insurance.
POSSIBLE CHANGES AND UNCERTAINTIES IN ECONOMIC POLICIES IN THE SPECIAL
ECONOMIC ZONES IN WHICH WE OPERATE COULD HARM OUR OPERATIONS. As part of its
economic reform, China has designated certain areas, including Shenzhen where we
have certain manufacturing facilities, as Special Economic Zones. Foreign
enterprises in these areas benefit from greater economic autonomy and more
favorable tax treatment than enterprises in other parts of China. Changes in the
policies or laws governing Special Economic Zones could eliminate these
benefits. Moreover, economic reforms and growth in China have been more
successful in certain provinces than others, and the continuation or increase of
these disparities could affect the political or social stability of China.
UNCERTAIN APPLICATIONS OF CHINESE TAX LAWS COULD SUBJECT US TO GREATER
TAXES AND WE EXPECT TO BE SUBJECT TO INCREASED TAXATION IN CHINA DUE TO OUR
RECENT DECISION NOT TO REINVEST PROFITS IN CHINA. Under applicable Chinese law,
we have been afforded a number of tax concessions by the Chinese taxing
authorities and have avoided paying taxes on a substantial portion of our
operations in China by reinvesting all or part of the profits attributable to
our Chinese plastic manufacturing subsidiary for at least five years. The
Chinese tax system is subject to substantial uncertainties and was subject to
significant changes enacted on January 1, 1994, the interpretation and
enforcement of which are still uncertain. We have determined that we will not
reinvest any of the profits from our Chinese plastic manufacturing subsidiary
for the year ended March 31, 2000 and thus we will be subject to taxes on these
operations for the 2000 tax year. Changes in Chinese tax laws or their
interpretation or application may, and our decision
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not to reinvest profits from our Chinese plastic manufacturing subsidiary for
the year ended March 31, 2000 will, subject us to greater Chinese taxation in
the future.
WE COULD SUFFER LOSSES FROM CORRUPT OR FRAUDULENT BUSINESS PRACTICES.
Conducting business in China is inherently risky. Corruption, extortion,
bribery, pay-offs, theft, and other fraudulent practices are common in China. We
could suffer losses from these practices if we are not successful in
implementing preventative measures.
CHANGES IN THE CHINA'S TRADE STATUS WITH THE UNITED STATES COULD HARM OUR
OPERATIONS OR DEPRESS OUR STOCK PRICE. The United States Congress has recently
passed legislation that makes China's trade status permanent. However,
controversies may arise in the future that threaten the status quo involving
trade between the United States and China. These controversies could adversely
affect our business by among other things, causing our products in the United
States to become more expensive, which could result in a reduction in the demand
for our products by customers in the United States. Trade friction between the
United States and China, whether or not actually affecting our business, could
also adversely affect the prevailing market price of our common shares.
CHANGES IN CURRENCY RATES INVOLVING THE HONG KONG DOLLAR OR CHINESE YUAN
COULD INCREASE OUR EXPENSES OR CAUSE ECONOMIC OR POLITICAL PROBLEMS AFFECTING
OUR BUSINESS. Our sales are predominately denominated in Hong Kong dollars. The
Chinese government may not continue to maintain the present currency exchange
mechanism, which fixes the Hong Kong dollar at approximately 7.80 to each United
States dollar. If the currency exchange mechanism between the Hong Kong dollar
and the U.S. dollar is changed, our results of operations and financial
condition could be materially adversely affected. Any material increase in the
value of the Hong Kong dollar or Chinese yuan relative to the U.S. dollar would
increase our expenses. A devaluation of the Hong Kong dollar or yuan relative to
the U.S. dollar would be likely to reduce our expenses. However, any benefits we
receive from devaluation could be offset if the devaluation results in inflation
or political unrest.
WE COULD BE LESS COMPETITIVE AS A RESULT OF CURRENCY DECLINES OF OTHER
COUNTRIES IN SOUTHEAST ASIA. As result of the Asian economic crisis a few years
ago, several countries in Southeast Asia have experienced a significant
devaluation of their currencies and decline in the value of their capital
markets. Some analysts have predicted growth declines in 2001 for several Asian
countries and currency declines have continued recently in Thailand, Taiwan,
South Korea and Singapore. The decline in the currencies of other Southeast
Asian countries could render our products less competitive if competitors
located in these countries are able to manufacture competitive products at a
lower effective cost.
POLITICAL AND ECONOMIC INSTABILITY OF HONG KONG COULD HARM OUR OPERATIONS.
Our executive and sales office, and several of our customers and suppliers are
located in Hong Kong, formerly a British Crown Colony. Sovereignty over Hong
Kong was transferred effective July 1, 1997 to China.
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The continued stability of political, economic or commercial conditions in Hong
Kong remains uncertain, and any instability could have an adverse impact on our
business.
WE ARE DEPENDENT ON A FEW MAJOR CUSTOMERS AND HAVE NO LONG-TERM CONTRACTS WITH
THEM. OUR SALES WOULD SUBSTANTIALLY DECREASE AND WE WOULD SUFFER DECREASES IN
NET INCOME OR LOSSES IF WE LOSE ANY OF OUR MAJOR CUSTOMERS, IF THEY
SUBSTANTIALLY REDUCE THEIR ORDERS OR IF THEY ARE UNABLE TO PAY US.
Historically, a substantial percentage of our sales have been to a small
number of customers. Our three largest customers during the year ended March 31,
2000 were Inter-Tel Incorporated, Kyocera Mita Industrial Co. (H.K.) Limited and
VTech Communications Limited. Each of these customers individually accounted for
more than 10% of our total net sales during the year ended March 31, 2000 and
accounted for an aggregate of 47.3%, 60.8% and 71.4%, respectively, of our total
net sales during the years ended March 31, 1998, 1999 and 2000, respectively.
Our sales are based on purchase orders and we have no long-term contracts with
any of our customers and the percentage of sales to any of our customers may
fluctuate from time to time. The loss of any one of our largest customers or a
substantial reduction in orders from any of them would adversely impact our
sales and decrease our net income or cause us to incur losses unless and until
we were able to replace the customer or order with one or more of comparable
size. In addition, a substantial portion of our sales are made on credit and our
results of operations would be adversely affected if a major customer was unable
to pay for our products or services.
WE HAVE NO LONG-TERM CONTRACTS TO OBTAIN PLASTIC RESINS AND OUR PROFIT MARGINS
AND NET INCOME COULD SUFFER FROM AN INCREASE IN RESIN PRICES.
The primary material used by us in the manufacture of our plastic injection
molded products are various plastic resins. The following table shows our cost
of plastic resins as a percentage of our cost of plastic products sold and as a
percentage of our total costs of goods sold for the years ended March 31, 1998,
1999 and 2000:
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Year ended March 31,
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1998 1999 2000
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Resins cost as a % of plastic products sold 52% 50% 55%
Resins cost as a % of total cost of goods sold 25% 24% 31%
</TABLE>
We have no long-term contracts with our resin suppliers. Accordingly, our
financial performance is dependent to a significant extent on resin markets and
the ability to pass through price increases to our customers. The capacity,
supply and demand for plastic resins and the petrochemical intermediates from
which they are produced are subject to cyclical price fluctuations, including
those arising from supply shortages. Consequently, resin prices may fluctuate as
a result of changes in natural gas and crude oil prices and the capacity, supply
and demand for resin and petrochemical intermediates from which they are
produced. We have found that increases in resin prices are difficult to pass on
to our customers. In the past, increases in resin prices have increased our
costs of goods sold and adversely affected our profit margins. A significant
increase in resin prices in the future could likewise adversely affect our
profit margins and results of operations.
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WE ARE FACING INCREASING COMPETITION, WHICH HAS HAD AN ADVERSE EFFECT ON OUR
GROSS PROFIT MARGINS.
Over the last few years we been forced to lower our prices as a result
of increasing competition in our market segments. This has resulted in lower
gross profit margins, which have declined from
o 39.8% during the year ended March 31, 1999 to 37.2% during the year
ended March 31, 2000; and
o 40.1% during the six months ended September 30, 1999 to 36.2% during the
six months ended September 30, 2000.
If we are forced to continue to lower our prices and are unable to offset this
decrease by increasing our sales volumes, our net sales and gross margins will
decline. If we cannot stem the decline in our gross margins, our financial
position may be harmed and our stock price may decrease.
AS A RESULT OF THE INTERNATIONAL NATURE OF OUR OPERATIONS, WE FACE POLITICAL AND
ECONOMIC RISKS BEYOND THOSE INVOLVING OUR OPERATIONS IN CHINA.
Because of the international nature of our operations and customers, our
business is subject to political and economic risks beyond those involving
China, including political instability, and changes in import/export
regulations, tariffs and freight rates. Changes in tariff structures or other
trade policies could adversely affect our suppliers or customers or decrease the
cost of supplies for our competitors. Japan's trade surplus has forced a
revaluation of the Japanese yen on international markets that may have the
effect of making material or components that we use to manufacture our products
more expensive.
WE ARE DEPENDENT ON CERTAIN MEMBERS OF OUR SENIOR MANAGEMENT.
We depend to a large extent on the abilities and continued participation of
o Richard Lau, our Chairman of the Board and Chief Executive
Officer;
o C. P. Li, our Executive Director, General Manager in charge of
our day-to-day manufacturing and administrative operations for
plastic products, and Chief Financial Officer;
o C. W. Leung, Executive Director of Engineering in charge of the
mold division and engineering for our plastic manufacturing
operations;
o S. K. Lee, our Director of Administration and Marketing and
General Manager in charge of our day-to-day administrative and
marketing operations for electronic products; and
o M. C. Tam, our Director of Engineering and Manufacturing, in
charge of manufacturing and operations for electronic products.
We have no employment contracts with Messrs. Lau, Li or Leung. The loss of any
of these key executives could be disruptive or harmful to our business.
SALES OF SUBSTANTIAL AMOUNTS OF OUR SHARES BY NAM TAI COULD CAUSE THE MARKET
PRICE OF OUR SHARES TO DECLINE.
Nam Tai is offering for resale under this prospectus 500,000 of our
common shares. This represents approximately 9% of our outstanding shares. Sales
of substantial amounts of these shares at any one time or from time to time, or
even the availability of these shares for sale, could adversely effect the
market price of our shares.
THE CONCENTRATION OF SHARE OWNERSHIP IN OUR SENIOR MANAGEMENT ALLOWS THEM TO
CONTROL THE OUTCOME OF MATTERS REQUIRING SHAREHOLDER APPROVAL.
Our senior management as a group, each of whom are also members and
constitute a majority of our board of directors, directly or indirectly through
an affiliated company beneficially own more than 50% of our shares, including
shares which they have a right to acquire within the next 60 days. As a result,
acting together they are able to control, or acting independently the are able
to substantially influence, the outcome of all matters requiring approval by our
shareholders, including the election of directors and approval of significant
corporate transactions. This ability may have the effect of delaying or
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preventing a change in control of Deswell, or causing a change in control of
Deswell that may not be favored by our other shareholders.
OUR BOARD'S ABILITY AMEND OUR CHARTER WITHOUT SHAREHOLDER APPROVAL COULD HAVE
ANTI-TAKEOVER EFFECTS THAT COULD PREVENT A CHANGE IN CONTROL.
As permitted by the law of the British Virgin Islands, our Memorandum
and Articles of Association, which are the terms used in the British Virgin
Islands for a corporation's charter and bylaws, may be amended by our board of
directors without shareholder approval provided that a majority of our
independent directors do not vote against the amendment. This includes
amendments to increase or reduce our authorized capital stock. Our board's
ability to amend our charter documents without shareholder approval could have
the effect of delaying, deterring or preventing a change in control of Deswell,
including a tender offer to purchase our common shares at a premium over the
then current market price.
OUR EXEMPTIONS FROM CERTAIN OF THE REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT
LIMITS THE PROTECTIONS AND INFORMATION AFFORDED TO INVESTORS.
We are a foreign private issuer within the meaning of rules promulgated
under the Securities Exchange Act of 1934. As a foreign private issuer we are
exempt from certain provisions applicable to United States public companies
including:
o the rules under the Exchange Act requiring the filing with the
Commission of quarterly reports on Form 10-Q or current reports
on Form 8-K;
o the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect to a security
registered under the Exchange Act;
o and the sections of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities
and establishing insider liability for profits realized from any
"short-swing" trading transaction (i.e., a purchase and sale, or
sale and purchase, of the issuer's equity securities within less
than six months).
Because of these exemptions, investors are not afforded the same protections or
information generally available to investors in public companies organized in
the United States.
10
<PAGE> 12
ENFORCEABILITY OF CIVIL LIABILITIES
Deswell is a British Virgin Islands holding corporation having its
principal executive offices and principally administering its businesses in Hong
Kong. Deswell has appointed Stephen Seung, 2 Mott St., Suite 601, New York, New
York 10013 as its agent upon whom process may be served in any action brought
against it under the securities laws of the United States. However, outside the
United States, it may be difficult for investors to enforce judgments against
Deswell obtained in the United States in any of these actions, including actions
based upon civil liability provisions of the Federal securities laws. In
addition, all of Deswell's officers and most of its directors reside outside the
United States and all of the assets of those persons who reside outside of the
United States and of Deswell are located outside of the United States. As a
result, it may not be possible for investors to effect service of process within
the United States upon those persons, or to enforce against Deswell or those
persons judgments obtained in United States courts grounded upon the liability
provisions of the United States securities laws. There is substantial doubt as
to the enforceability against Deswell or any of its directors and officers
located outside the United States in original actions or in actions for
enforcement of judgments of United States courts of liabilities based solely on
the civil liability provisions of the Federal securities laws.
Deswell has been advised by Charles Chu, Kenneth Sit & Wu, its Hong Kong
counsel, and Harney, Westwood and Riegels, its British Virgin Islands counsel,
that no treaty exists between Hong Kong or the British Virgin Islands and the
United States providing for the reciprocal enforcement of foreign judgments.
However, the courts of Hong Kong and the British Virgin Islands are generally
prepared to accept a foreign judgment as evidence of a debt due. An action may
then be commenced in Hong Kong or the British Virgin Islands for recovery of
this debt. A Hong Kong or British Virgin Islands court will only accept a
foreign judgment as evidence of a debt due if:
o the judgment is for a liquidated amount in a civil matter;
o the judgment is final and conclusive and has not been stayed or
satisfied in full;
o the judgment is not directly or indirectly for the payment of
foreign taxes, penalties, fines or charges of a like nature (in
this regard, a Hong Kong or British Virgin Islands court is
unlikely to accept a judgment for an amount obtained by doubling,
trebling or otherwise multiplying a sum assessed as compensation
for the loss or damage sustained by the person in whose favor the
judgment was given);
o the judgment was not obtained by actual or constructive fraud or
duress;
o the foreign court has taken jurisdiction on grounds that are
recognized by the common law rules as to conflict of laws in Hong
Kong or the British Virgin Islands;
o the proceedings in which the judgment was obtained were not
contrary to natural justice (i.e., the concept of fair
adjudication);
o the proceedings in which the judgment was obtained, the judgment
itself and the enforcement of the judgment are not contrary to the
public policy of Hong Kong or the British Virgin Islands:
o the person against whom the judgment is given is subject to the
jurisdiction of the Hong Kong or the British Virgin Islands court;
and
11
<PAGE> 13
o the judgment is not on a claim for contribution in respect of
damages awarded by a judgment which does not satisfy the
foregoing.
Enforcement of a foreign judgment in Hong Kong or the British Virgin
Islands may also be limited or affected by applicable
o bankruptcy,
o insolvency,
o liquidation,
o arrangement,
o moratorium or similar laws relating to or affecting creditors'
rights generally and
o will be subject to a statutory limitation of time within which
proceedings may be brought.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common shares by the
selling shareholder.
However, we do expect to receive approximately $5,242,000 from the exercise
by Mr. Richard Lau, C. P. Li and C. W. Leung of outstanding options to purchase
420,000 shares of our common stock at a weighted average exercise price of
$12.4809 per share. Messrs. Lau, Li and Leung are three of our executive
officers and directors. They are also the sole shareholders of Leesha Holdings,
Inc., which is one of our largest shareholders. See "Principal and Selling
Shareholders" later in this prospectus for information concerning the
shareholdings of Leesha and Messrs. Lau, Li and Leung and options held by
Messrs. Lau, Li and Leung.
Nam Tai purchased the shares being offered by Nam Tai pursuant to this
prospectus from Leesha. The primary purpose for that transaction was to
strengthen our relationship with Nam Tai by having Nam Tai become a significant
shareholder of us. Nam Tai is the parent of Namtai Electronic (Shenzhen) Co.
Limited or Namtai Shenzhen, one of our customers and which prior to our year
ended March 31, 2000, was one of our customers that accounted for more than 10%
of our total net sales. For example, Namtai Shenzhen accounted for approximately
12.2% of our total net sales during our year ended March 31, 1998 and 11.2% of
our net sales during our year ended March 31, 1999. Another purpose for that
transaction was to provide funds (through a distribution to Leesha's
shareholders of proceeds from the sale of our shares to Nam Tai) for Messrs.
Lau, Li and Leung to exercise their outstanding options to purchase our shares.
This will result in our receipt of additional capital without creating
additional dilution to our shareholders which would have been the case had we
sold our shares directly to Nam Tai. It also saves us the costs and expenses
involved in preparing the registration statement covering, and processing the
registration through the Securities and Exchange Commission of, the shares sold
to Nam Tai since Leesha has agreed to reimburse us for these costs and expenses.
Leesha and Messrs. Lau, Li and Leung have advised us that Leesha intends to
effect the distribution to Messrs. Lau, Li and Leung of sufficient proceeds to
exercise their outstanding options to purchase our common shares, and that
Messrs. Lau, Li and Leung intend to so exercise their options, following the
effective date of the registration statement of which this prospectus is a part.
We intend to use to the net proceeds of $5,242,000 received from the exercises
of those options for working capital and general corporate purposes.
12
<PAGE> 14
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our common shares by the selling shareholder as of December 31,
2000. Information in the table concerning the selling shareholder and the shares
it may offer from time to time under this prospectus is based on information
provided to Deswell by the selling shareholder. Information concerning the
selling shareholder may change from time to time and any changes of which we are
advised will be set forth in a prospectus supplement to the extent required.
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
NAME AND ADDRESS PRIOR TO THIS THE SELLING COMPLETION
OF SELLING SHAREHOLDER OFFERING SHAREHOLDERS OF OFFERING
---------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Nam Tai Electronics, Inc. 500,000 500,000 *
Unit 9,15/F. Tower 1 China Hong Kong City
33 Canton Road
Kowloon, Hong Kong
</TABLE>
---------
* Because the selling shareholder may offer all or some of the shares pursuant
to this prospectus, and to our knowledge there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares
that may be held by the selling shareholder after completion of this
offering, we can give no estimate as to the amount of shares that will be
held by the selling shareholder after completion of this offering.
The selling shareholder is the parent of Namtai Electronic (Shenzhen) Co.
Limited or Namtai Shenzhen, which is one of our customers. During the years
ended March 31, 1998 and 1999, sales to Nam Tai Shenzhen accounted for
approximately 12.2% and 11.2%, respectively, of our total net sales. During the
year ended March 31, 2000, Nam Tai Shenzhen accounted for less than 10% of our
total net sales. All sales to Nam Tai Shenzhen have been on terms no more
favorable than terms available to any other customer.
Nam Tai acquired the shares it is offering by this prospectus on September
26, 2000 in a private purchase from Leesha Holding Ltd. Under the common share
purchase agreement between Leesha and Nam Tai, Leesha agreed to use its best
efforts to procure Deswell to file a registration statement covering the shares
with the SEC within 30 days of the closing and to keep that registration
statement effective until all the shares may be sold without registration or
restriction pursuant to Rule 144(k) under the Securities Act. In the event that
Leesha is unable to cause the registration statement covering the shares to be
declared effective by February 26, 2001, which is 150 days from the date Nam Tai
purchased the shares, Nam Tai has the right, within 30 days thereafter, to put
shares back to Leesha at $15 per share plus interest at 7% per annum from
13
<PAGE> 15
September 29, 2000. Under the common share purchase agreement Leesha further
agreed to use its best efforts to procure Deswell to agree to file a
registration statement with the SEC that would permit Nam Tai sell its shares in
an underwritten offering through an investment banker and manager to administer
the offering selected by Nam Tai.
The following table sets forth as of December 31, 2000 information
regarding the ownership of Deswell's common shares by each person known by
Deswell to be the beneficial owner of 10% or more of the outstanding common
shares and the executive officers and directors of Deswell as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED(1)
NAME (2) OF BENEFICIAL OWNER -------------------------------
OR IDENTITY OF GROUP AMOUNT PERCENT
------------------------------------------------------ -------------- -----------
<S> <C> <C>
Richard Lau 1,813,610(3) 33.0%
C. P. Li 1,814,810(4) 32.7%
C. W. Leung 1,779,210(5) 32.6%
Leesha Holdings Ltd. 1,535,000(6) 28.6%
Officers and directors as a Group (9 persons) 2,924,930(7) 50.4%
</TABLE>
----------
(1) Percentages are based on 5,357,931 common shares outstanding on December
31, 2000. However, in accordance with Rule 13d-3(d)(1) under the Exchange
Act, common shares not outstanding but which are the subject of currently
exercisable options (or exercisable within 60 days of December 31, 2000)
have been considered outstanding for the purpose of computing the
percentage of outstanding common shares owned by the listed person holding
such options, but are not considered outstanding for the purpose of
computing the percentage of common shares owned by any of the other listed
persons.
(2) Except where otherwise indicated, the address of each of the named holders
is c/o Deswell Industries, Inc., Unit 516-517, Hong Leong Industrial
Complex, No. 4 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.
(3) Consists of:
o 1,535,000 common shares held of record by Leesha,
o 144,210 common shares held of record by Mr. Lau and
o options to purchase 134,400 common shares granted to Mr. Lau under
Deswell's Option Plan ("the Plan").
As a director of Leesha, Mr. Lau shares the voting and investment power as
to the common shares held by Leesha.
(4) Consists of:
o 1,535,000 common shares held of record by Leesha,
o 94,210 common shares held of record by Mr. Li and
o options to purchase 185,600 common shares granted to Mr. Li under the
Plan.
As a director of Leesha, Mr. Li shares the voting and investment power as
to the common shares held by Leesha.
(5) Consists of:
o 1,535,000 common shares held of record by Leesha,
o 144,210 common shares held of record by Mr. Leung and
o options to purchase 100,000 common shares granted to Mr. Leung under
the Plan.
14
<PAGE> 16
As a director of Leesha, Mr. Leung shares the voting and investment power
as to the common shares held by Leesha.
(6) Leesha is an investment holding company organized as an International
Business Company under the laws of the British Virgin Islands. Messrs. Lau,
Li and Leung, who are its directors, wholly own Leesha in equal shares.
Among other investments, Leesha owns the 1,535,000 common shares of
Deswell, which were transferred to Leesha by Messrs. Lau, Li and Leung
after Deswell's initial public offering.
(7) Consists of common shares held of record by Leesha, Messrs. Lau, Li and
Leung and options to purchase an aggregate of 440,000 common shares that
have been granted to officers and directors as a group, which are currently
exercisable or exercisable within 60 days of December 31, 2000.
15
<PAGE> 17
DESCRIPTION OF COMMON SHARES
Our authorized capital consists of 20,000,000 common shares, $0.01 par
value per share, of which 5,347,931 common shares were outstanding on December
31, 2000.
Holders of our common shares are entitled to one vote for each whole share
on all matters to be voted upon by shareholders, including the election of
directors. Holders of our common shares do not have cumulative voting rights in
the election of directors. All of our common shares are equal to each other with
respect to liquidation and dividend rights. Holders of our common shares are
entitled to receive dividends if and when declared by our Board of Directors out
of funds legally available under British Virgin Islands law. In the event of our
liquidation, all assets available for distribution to the holders of our common
shares are distributable among them according to their respective holdings.
Holders of our common shares have no preemptive rights to purchase any
additional, unissued common shares.
Pursuant to our Memorandum and Articles of Association and pursuant to the laws
of the British Virgin Islands, our Board of Directors without shareholder
approval may amend our Memorandum and Articles of Association (provided that a
majority of our independent directors do not vote against the amendment). This
includes amendments to increase or reduce our authorized capital stock. Our
ability to amend our Memorandum and Articles of Association without shareholder
approval could have the effect of delaying, deterring or preventing a change in
control of Deswell, including a tender offer to purchase our common shares at a
premium over the then current market price.
16
<PAGE> 18
PLAN OF DISTRIBUTION
We are registering the common stock covered by this prospectus for Nam Tai
Electronics, Inc, as the selling shareholder.
The selling shareholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
shareholder may sell the common shares on The Nasdaq National Market, in the
over-the-counter market or in private transactions, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, the selling shareholder may sell some or all of their common
stock through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealers for their account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
The selling shareholder may enter into hedging transactions with respect to
its shares. For example, the selling shareholder may:
o enter into transactions involving short sales of the common stock by
broker-dealers;
o sell common stock short themselves and deliver the shares to close out
their short positions;
o enter into option or other types of transactions that require the
selling shareholder to deliver common stock to a broker-dealer, who will
then resell or transfer the common stock under this prospectus; or
o loan or pledge the common stock to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The selling shareholder and any broker-dealers or other persons acting on
the behalf of parties that participate with such selling shareholder in the
distribution of the shares may be deemed to be underwriters and any commissions
received or profit realized by them on the resale of the shares may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933. As
of the date of this prospectus, Deswell is not aware of any agreement,
arrangement or understanding between any broker or dealer and the selling
shareholder with respect to the offer or sale of the shares pursuant to this
prospectus.
At the time that any particular offering of shares is made, to the extent
required by the Securities Act, a prospectus supplement will be distributed,
setting forth the terms of the offering, including the aggregate number of
shares being offered, the names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from
17
<PAGE> 19
the selling shareholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The selling shareholder may also sell its shares pursuant to Rule 144
promulgated under the Securities Act.
Deswell will not receive any of the proceeds from any sale of the shares by
the selling shareholder.
Leesha Holdings Ltd., from which Nam Tai acquired the Deswell common shares
offered by this prospectus, has agreed to reimburse Deswell for all expenses of
the registration of the shares, including, without limitation, all registration
and filing fees, printing expenses, expenses of compliance with blue sky laws,
fees and disbursements of our counsel. The selling shareholder will pay expenses
related to any sales commissions or underwriting discounts and fees and expenses
of its counsel incurred in connection with the sale of the common shares through
this prospectus.
18
<PAGE> 20
LEGAL MATTERS
The validity of the common shares offered by this prospectus has been
passed upon for Deswell by Harney, Westwood and Riegels, Tortola, British Virgin
Islands.
EXPERTS
The consolidated financial statements incorporated by reference from our
Annual Report on Form 20-F for the year ended March 31, 2000 have been audited
by Deloitte Touche Tohmatsu, independent auditors, as stated in their report,
which is incorporated into this prospectus by reference, and have been so
incorporated in reliance upon the report of that firm, given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION
Pursuant to our Articles of Association and subject to British Virgin
Islands law, we may indemnify a director or officer out of our assets against
all losses or liabilities which the director or officer may have incurred in or
about the execution of the duties of his office or otherwise in relation to that
office. No director or officer is liable for any loss, damage or misfortune
which may have been incurred by us in the execution of the duties of his office,
or in relation to that office, provided the director or officer acted honestly
and good faith with a view to our best interests and except for his own willful
misconduct or negligence.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Deswell to the provisions described above, or otherwise, we have been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
19
<PAGE> 21
ADDITIONAL INFORMATION
We filed with the Securities and Exchange Commission a registration
statement on Form F-3 under the Securities Act for the shares of common stock in
this offering. A copy of the registration statement and the exhibits that were
filed with the registration statement may be inspected without charge at the
public reference facilities maintained by the Securities and Exchange Commission
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part of the registration statement may be obtained from the SEC upon
payment of the prescribed fee. Information regarding the operation of the Public
Reference Room may be obtained by calling the Commission at 1(800) SEC-0330. The
Securities and Exchange Commission maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Securities and Exchange Commission. The
address of the site is http://www.sec.gov.
No dealer, salesman or other person has been authorized to give any
information or make any representations other than those contained in this
Prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by Deswell. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any of the
securities other than the specific securities to which it relates, or an offer
or solicitation to any person in any jurisdiction where such an offer or
solicitation would be unlawful.
20
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to its Articles of Association and subject to British Virgin
Islands law, Deswell may indemnify a director or officer out of the assets of
Deswell against all losses or liabilities which the director or officer may have
incurred in or about the execution of the duties of his office or otherwise in
relation thereto. No director or officer is liable for any loss, damage or
misfortune which may have been incurred by Deswell in the execution of the
duties of his office, or in relation thereto, provided the director or officer
acted honestly and in good faith with a view to the best interest of Deswell and
except for his own willful misconduct or negligence.
ITEM 9. EXHIBITS.
4.1 Form of common share Certificate (incorporated by reference to Exhibit
4.1 of Amendment No. 1 to Deswell's Registration Statement on Form F-1
filed with the SEC on July 13, 1995).
5.1 Opinion of Harney, Westwood & Riegels as to the legality of the common
shares offered*
23.1 Consent of Deloitte Touche Tohmatsu*
23.2 Consent of Harney, Westwood & Riegels (included in Exhibit 5.1)
23.3 Consent of Charles Chu, Kenneth Sit & Wu*
24 Power of Attorney*
-----------
* Previously filed.
ITEM 10 UNDERTAKINGS.
Deswell hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
provided, however, that the undertakings set forth in paragraph (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-1
<PAGE> 23
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Item 8A of Form 20-F (17 CFR
249.22(f)) at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3 (17 CFR ss.239.33r), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or 17CFR ss.210.3-19 if such
financial statements and information are contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Deswell pursuant to the provisions described under Item 14 above, or otherwise,
Deswell has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Deswell of expenses incurred
or paid by a director, officer or controlling person of Deswell in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Deswell will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Deswell
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized.
DESWELL INDUSTRIES, INC.
Date: January 9, 2001 By: /s/ Richard Lau
---------------------------
Richard Lau
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Position(s) with Company Date
---- ------------------------ ----
<S> <C> <C>
/s/ Richard Lau Chief Executive Officer and Chairman of the Board of
---------------------------- Directors (Principal Executive Officer January 9, 2001
Lau Pui Hon (Richard Lau)
Executive Director and General Manager of Manufacturing
/s/ C. P. Li and Administration for Plastic Operations, Chief January 9, 2001
---------------------------- Financial Officer, Secretary and Member of the Board of
Li Chin Pang (C. P. Li) Directors (Principal Financial Officer)
/s/ C. W Leung Executive Director of Engineering for Plastic
---------------------------- Operations and Member of the Board of Directors January 9, 2001
Leung Chi Wai (C. W. Leung)
/s/ Eliza Y. P. Pang Financial Controller (Principal Accounting Officer) January 9, 2001
----------------------------
Eliza Y. P. Pang
/s/ Stephen K. Seung* Member of Board of Directors and Authorized United
---------------------------- States Representative January 9, 2001
Stephen K. Seung
/s/ Hung-Hum Leung* Member of Board of Directors January 9, 2001
----------------------------
Hung-Hum Leung
*By /s/ Richard Lau Attorney-In-Fact
----------------------------
Richard Lau
</TABLE>
II-3
