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SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
599 Avenida da Praia Grande, Macao
Special Administrative Region, PRC
(Address of principal executive office)
Form 20-Fþ Form 40-Fo
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599 Avenida da Praia Grande
Macao, SAR, PRC
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![-s- C. P. Li](https://capedge.com/proxy/6-K/0000950137-08-012744/v50079v5007902.gif)
C. P. Li
Secretary
Macao
![(DESWELL LOGO)](https://capedge.com/proxy/6-K/0000950137-08-012744/v50079v5007900.gif)
599 Avenida da Praia Grande
Macao, SAR, PRC
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Number of shares beneficially owned(1) | ||||||||
Name of beneficial owner or identity of group | Amount | Percent | ||||||
Richard Lau(2) | 1,641,545 | 10.2 | % | |||||
C. P. Li(3) | 1,446,250 | 9.0 | % | |||||
Royce & Associates, Inc.(4) | 1,364,969 | 8.6 | % | |||||
C. W. Leung(5) | 1,335,000 | 8.4 | % | |||||
Wellington Management Company, LLP(6) | 917,662 | 5.8 | % | |||||
FMR Corp./ Edward C. Johnson 3d(7) | 867,268 | 5.5 | % | |||||
M. C. Tam | 362,225 | 2.3 | % | |||||
S. K. Lee | 331,040 | 2.1 | % | |||||
Franki S. K. Tse | * | * | ||||||
Betty Lam(8) | — | — | ||||||
Eliza Y. P. Pang(9) | * | * | ||||||
Hung-Hum Leung | Nil | Nil | ||||||
Allen Yau-Nam Cham | Nil | Nil | ||||||
Wing-Ki Hui | Nil | Nil |
* | Less than 1%. | |
(1) | Based on 15,790,810 shares outstanding on September 29, 2008. However, in accordance with Rule 13d-3(d) (1) under the Securities Exchange Act of 1934, shares not outstanding but which are the subject of currently exercisable options have been considered outstanding for the purpose of computing the percentage of outstanding shares owned by the listed person holding such options, but are not considered outstanding for the purpose of computing the percentage of shares owned by any of the other listed persons. | |
(2) | Consists of 1,346,545 held of record by Mr. Lau and options to purchase 295,000 shares granted to Mr. Lau under the Company’s stock option plans. Mr. Lau’s options are exercisable at a weighted average exercise price of $10.41 per share until January 20, 2018. | |
(3) | Consists of 1,151,250 held of record by Mr. Li and options to purchase 295,000 shares granted to Mr. Li under the Company’s stock option plans. Mr. Li’s options are exercisable at a weighted average exercise price of $11.52 per share until January 20, 2018. | |
(4) | Based on Amendment No. 7 to a Schedule 13G filed with the SEC on February 1, 2008. | |
(5) | Consists of 1,140,000 held of record by Mr. Leung and options to purchase 195,000 shares granted to Mr. Leung under the Company’s stock option plans. Mr. Leung’s options are exercisable at a weighted average exercise price of $11.52 per share until January 20, 2018. |
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(6) | Based on Amendment No. 6 to Schedule 13G filed with the SEC on September 10, 2008. | |
(7) | Based on Amendment No. 5 to a Schedule 13G filed with the SEC on February 14, 2008. | |
(8) | Ms. Lam joined the Company as its Chief Financial Officer effective August 1, 2008. | |
(9) | Ms. Pang resigned as Chief Financial Officer effective on July 31, 2008. |
Year ended March 31, | ||||||||
2007 | 2008 | |||||||
(In thousands) | ||||||||
Audit fees(1) | $ | 122 | $ | 244 | ||||
Audit-related fees(2) | — | — | ||||||
Tax fees(3) | — | — | ||||||
All other fees(4) | — | — | ||||||
$ | 122 | $ | 244 | |||||
(1) | Audit Fees consist of fees billed for the annual audit of our consolidated financial statements and the statutory financial statements of our subsidiaries. They also include fees billed for other audit services, which are those services that only the external auditor reasonably can provide, and include the provision for consents relating to the review of documents filed with the SEC. | |
(2) | There were no other audit-related fees billed by the principal accountant during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit not reported under “Audit Fees” above. | |
(3) | There were no tax fees billed by the principal accountant during the last two fiscal years. | |
(4) | There were no other fees billed by the principal accountant during the last two fiscal years for products and services provided by BDO. |
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![-s- C. P. Li](https://capedge.com/proxy/6-K/0000950137-08-012744/v50079v5007902.gif)
C. P. Li
Secretary
Macao
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000004 | 000000000.000000 ext 000000000.000000 ext | |||||||||
![]() | MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ![]() | 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on November 11, 2008. | ||||||||
![]() | Vote by Internet • Log on to the Internet and go to www.investorvote.com/DSWL • Follow the steps outlined on the secured website. | |||||||||
![]() | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call. | |||||||||
Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. | x | • Follow the instructions provided by the recorded message. |
Annual Meeting Proxy Card | ![]() | C0123456789 | 12345 |
A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. |
1. | Election of six directors as follows: | For | Withhold | For | Withhold | For | Withhold | + | ||||||||||
01 – Lau Pui Hon (Richard Lau) | o | o | 02 – Li Chin Pang (C. P. Li) | o | o | 03 – Leung Chi Wai (C. W. Leung) | o | o | ||||||||||
04 – Hung-Hum Leung | o | o | 05 – Allen Yau-Nam Cham | o | o | 06 – Wing-Ki Hui | o | o | ||||||||||
For | Against | Abstain | ||||||||||||||||
2. | To ratify the selection of BDO McCabe Lo Limited as the independent registered public accountants for the year ending March 31, 2009. | o | o | o | ||||||||||||||
B Non-Voting Items | |||||
Change of Address — Please print your new address below. | Comments — Please print your comments below. | Meeting Attendance | o | ||
Mark the box to the right if you plan to attend the Annual Meeting. |
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
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2008 Annual Meeting Admission Ticket
Deswell Industries, Inc. Shareholders
Omni–Berkshire Hotel
21 East 52nd Street at Madison Avenue, New York, New York
and photo identification at the registration desk.
![(LOGO)](https://capedge.com/proxy/6-K/0000950137-08-012744/v50079v5007904.gif)
17B, Edificio Comercial Rodrigues
599 Avenida da Praia Grande
Macao, SAR, PRC
Proxy Solicited by Board of Directors for Annual Meeting — November 11, 2008
Richard Lau, C. P. Li, C. W. Leung, Franki S. K. Tse, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Deswell Industries, Inc. to be held on November 11, 2008 at 3pm (local time) at the Omni – Berkshire Hotel, 21 East 52nd Street at Madison Avenue, New York, New York 10022 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Richard Lau, C. P. Li, C. W. Leung, Hung-Hum Leung, Allen Yau-Nam Cham and Wing-Ki Hui, and each of them, and FOR ratification of BDO McCabe Lo Ltd. as auditors for fiscal 2009.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
Form of Proxy Card for Street-Name Holders
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | x |
Annual Meeting Proxy Card
A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposal 2. |
1. | Election of six directors as follows: | For | Withhold | For | Withhold | For | Withhold | + | ||||||||||||||||||
01 - Lau Pui Hon (Richard Lau) | o | o | 02 - Li Chin Pang (C. P. Li) | o | o | 03 - Leung Chi Wai (C. W. Leung) | o | o | ||||||||||||||||||
04 - Hung-Hum Leung | o | o | 05 - Allen Yau-Nam Cham | o | o | 06 - Wing-Ki Hui | o | o |
For | Against | Abstain | ||||||||||||
2. | To ratify the selection of BDO McCabe Lo Limited as the independent registered public accountants for the year ending March 31, 2009. | o | o | o |
B | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
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§ | 1 U P X 0 1 9 5 1 0 2 | + |
![(LOGO)](https://capedge.com/proxy/6-K/0000950137-08-012744/v50079v5007904.gif)
17B, Edificio Comercial Rodrigues
599 Avenida da Praia Grande
Macao, SAR, PRC
Proxy Solicited by Board of Directors for Annual Meeting — November 11, 2008
Richard Lau, C. P. Li, C. W. Leung, Franki S. K. Tse, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Deswell Industries, Inc. to be held on November 11, 2008 at 3pm (local time) at the Omni – Berkshire Hotel, 21 East 52nd Street at Madison Avenue, New York, New York 10022 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Richard Lau, C. P. Li, C. W. Leung, Hung-Hum Leung, Allen Yau-Nam Cham and Wing-Ki Hui, and each of them, and FOR ratification of BDO McCabe Lo Ltd. as auditors for fiscal 2009.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
DESWELL INDUSTRIES, INC. | ||||
Date October 13, 2008 | By: | /s/ Betty Lam | ||
Name: | Betty Lam | |||
Title: | Chief Financial Officer | |||