FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For:
News release of June 22 and May 29, 2001;
Notice of 2001 Annual Meeting of Shareholders/Proxy Statement;
Proxy Card
NAM TAI ELECTRONICS, INC.
(Registrant's name in English)
Suite 4, 9/F, Tower 1,
China Hong Kong City, 33 Canton Road,
TST, Kowloon, Hong Kong
NEWS RELEASE
NAM TAI ELECTRONICS, INC.
REPRESENTED BY: PAN PACIFIC I.R. LTD.
SUITE 1790 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
E-MAIL: investor@namtai.com
WEB SITE: www.namtai.com
CONTACT: LORNE WALDMAN
NAM TAI ELECTRONICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
VANCOUVER, CANADA June 22, 2001 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today held its
annual meeting of shareholders in San Francisco where shareholders approved the
election of the nominated slate of directors. Nam Tai's newly appointed Chief
Executive Officer, Mr. Toshiaki Ogi's name, at his request, was withdrawn from
the slate of director nominees as he would wish a full year to show his
contribution to the Company before becoming a director. Shareholders also
approved the adoption of the Company's 2001 Stock Option Plan.
SECOND QUARTER DIVIDEND
Nam Tai will pay its second quarter dividend of $0.10 per share on or before
July 21, 2001 to shareholders of record at the close of business on July 1,
2001.
Nam Tai Electronics, Inc. is an electronics design and manufacturing service
provider to some of the world's leading original equipment manufacturers. Nam
Tai manufactures telecommunication products, palm-sized PCs, personal digital
assistants, linguistic products, calculators and various components including
LCD modules for cellular phones, lithium ion rechargeable battery packs,
transformers and LCD panels. The Company utilises advanced production
technologies such as chip on board (COB), chip on glass (COG), surface mount
technology (SMT), ball grid array (BGA), tape automated bonding (TAB), and outer
lead bonding (OLB) technologies. Further information is available on Nam Tai's
website at www.namtai.com.
NEWS RELEASE
NAM TAI ELECTRONICS, INC.
REPRESENTED BY: PAN PACIFIC I.R. LTD.
SUITE 1790 - 999 WEST HASTINGS STREET
VANCOUVER, B.C. CANADA V6C 2W2
TEL: (604) 669-7800 FAX: (604) 669-7816
TOLL FREE TEL & FAX: 1-800-661-8831
E-MAIL: investor@namtai.com
WEB SITE: www.namtai.com
CONTACT: LORNE WALDMAN
NAM TAI ELECTRONICS, INC. WINS ERICSSON AS NEW CUSTOMER
VANCOUVER, CANADA May 29, 2001 -- Nam Tai Electronics, Inc. ("Nam Tai" or the
"Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today announced
Ericsson as a new customer. Ericsson has requested Nam Tai to manufacture a
digital camera accessory product, model CommuniCam MCA-10, for use with GSM and
GPRS mobile phones. Production is scheduled to commence in the third quarter.
Ericsson is the world's leading supplier in telecommunications with the largest
customer base, including the world's top 10 operators. Ericsson provides total
solutions covering everything from systems and applications to mobile phones and
other communications tools.
By producing this type of mobile phone peripheral product for Ericsson Nam Tai
can demonstrate its high quality, low cost manufacturing capabilities to one of
the world's leading telecommunication providers. The addition of Ericsson shows
Nam Tai success in diversifying both its product mix and customer base into the
telecommunication sector of the electronics industry.
According to AC Nielsen, digital image capturing products are expected to be one
of the most popular consumer electronics devices in the next 12 months. Nam
Tai's success in winning a contract from Ericsson to manufacture a digital
camera accessory for mobile phones illustrates Nam Tai's ability to compete in
this growth market segment of the electronics industry.
Nam Tai Electronics, Inc. is an electronics design and manufacturing service
provider to some of the world's leading original equipment manufacturers. Nam
Tai manufactures telecommunication products, palm-sized PCs, personal digital
assistants, linguistic products, calculators and various components including
LCD modules for cellular phones, lithium ion rechargeable battery packs,
transformers and LCD panels. The Company utilises advanced production
technologies such as chip on board (COB), chip on glass (COG), surface mount
technology (SMT), ball grid array (BGA), tape automated bonding (TAB), and outer
lead bonding (OLB) technologies. Further information is available on Nam Tai's
website at www.namtai.com.
NAM TAI ELECTRONICS, INC.
Suite 4, 9/F, Tower 1
China Hong Kong City, 33 Canton Road
TST, Kowloon, Hong Kong
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 2001
The Annual Shareholders Meeting of Nam Tai Electronics, Inc. (the
"Company") will be held at the Mandarin Oriental, San Francisco in Library II on
the 2nd Floor at 222 Sansome Street, San Francisco, California on Friday, June
22, 2001, at 11:30 a.m. PST for the following purposes:
1. To elect eight (8) members of the Board of Directors to serve for the
ensuing year;
2. To approve the adoption of the Company's 2001 Stock Option Plan (the
"new Stock Option Plan") covering options to purchase up to 1,000,000 common
shares of the Company. A copy of the Stock Option Plan is attached as Exhibit A
to the proxy statement accompanying this notice;
3. To consider and act upon such other business as may properly come before
the Meeting or any adjournments thereof.
Only holders of common shares of record at the close of business on May 1,
2001 will be entitled to vote at the Meeting. Regardless of your plan to
attend/not attend the Meeting, please complete the enclosed proxy card and sign,
date and return it promptly in the enclosed postage paid envelope. Sending in
your proxy will not prevent you from voting in person at the Meeting.
By order of the Board of Directors,
/s/ SHIGERU TAKIZAWA
-------------------------------------
Shigeru Takizawa
Chairman of the Board of Directors
Dated May 15, 2001
Hong Kong
NAM TAI ELECTRONICS, INC.
Suite 4., 9/F., Tower 1
China Hong Kong City, 33 Canton Road
TST, Kowloon, Hong Kong
PROXY STATEMENT
Meeting at 11:30 a.m. PST on Friday, June 22, 2001
Your proxy is solicited on behalf of the Board of Directors of Nam Tai
Electronics, Inc. (the "Company") for use at the Annual Meeting of Shareholders
to be held on Friday, June 22, 2001 at Mandarin Oriental, San Francisco in
Library II on the 2nd Floor at 222 Sansome Street, San Francisco, California at
11:30 a.m. PST. If the proxy in the accompanying form is duly executed and
returned, the shares represented by the proxy will be voted as directed. If no
direction is given, the shares will be voted for the election of the eight (8)
nominees for director named herein and for approval to adopt the new Stock
Option Plan. A proxy given by a shareholder may be revoked at any time before it
is exercised by notifying the Chairman of the Company in writing of such
revocation, by giving another proxy bearing a later date or by voting in person
at the Meeting.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail. The Company will reimburse banks, brokerage
firms, other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy materials to beneficial owners of common shares of the
Company.
The Company's annual report, including financial statements for its fiscal
year ended December 31, 2000, is being mailed to all shareholders concurrently
herewith. The annual report is not part of the proxy materials.
The Company's annual report on Form 20-F for the year ended December 31,
2000, as filed with the United States Securities and Exchange Commission, is
available without charge upon written request from the Company's Investor
Relations Representative, Pan Pacific I.R. Ltd. at Suite 1790 - 999 West
Hastings Street, Vancouver, BC, Canada V6C 2W2. The Company's annual report on
Form 20-F and other documents filed or submitted to the United States Securities
and Exchange Commission (the "SEC") are also available from the SEC's website at
http://www.sec.gov.
Holders of common shares of record at the close of business on May 1, 2001
will be entitled to vote at the Meeting and there were 10,186,940 common shares
outstanding at that date. No business shall be transacted at any Annual Meeting
of Shareholders unless a quorum of shareholders is present at the time when the
Meeting proceeds to business. A quorum shall consist of one or more shareholders
present in person or by proxy representing at least one half of the outstanding
common shares. The Company intends to include abstentions and broker non-votes
as present or represented for purposes of establishing a quorum for the
transaction of business. Each common share is entitled to one vote. Management
recommends a vote FOR the election of directors named; and FOR the approval of
the Company's Stock Option Plan.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders and until their successors take office or until their
death, resignation or removal. The number of directors currently authorised by
Nam Tai's by-laws is not less than one nor more than eight.
Unless otherwise directed by shareholders, the proxy holder will vote all
shares represented by proxies held by them for the election of the nominees
named below, all of whom, with the exception of Mr. Joseph Li and Mr. Toshiaki
Ogi who have not previously served as directors, are now members and constitute
the Company's Board of Directors. The Company is advised that all nominees have
indicated their availability and willingness to serve if elected. In the event
that any nominee becomes unavailable or unable to serve as a director of the
Company prior to the voting, the proxy holder will vote for a substitute nominee
in the exercise of his best judgement.
INFORMATION CONCERNING NOMINEES
Information concerning the nominees based on data provided by them is set
forth below:
SHIGERU TAKIZAWA, 61. Mr. Takizawa joined the Company in September 1998 in
the positions of President and Chief Executive Officer after a forty-year career
with Toshiba Corporation holding various senior management and executive
positions. In March 2001, he assumed the position of Chairman of the Company,
succeeding Mr. Murakami. In this position he continues to be responsible for the
management and direction of all business operations and technological
development of the Nam Tai Group of companies.
TADAO MURAKAMI, 57. Mr. Murakami has served the Company in various
executive capacities since 1984. He became a Director of the Company in December
1989. From June 1989 to July 1994, Mr. Murakami was employed as the President of
the Company's Hong Kong subsidiary, following which he succeeded Mr. Koo as
President of the Company. In June 1995, he became the Company's Chief Executive
Officer. From September 1998 until March 1, 2001, Mr. Murakami served the
Company as Chairman of the Board. Thereafter he was appointed and now serves as
Chief Marketing Officer of the Company and remains in charge of the
manufacturing and marketing operations of the Company.
M. K. KOO, 57. Mr. Koo served as Chairman of the Board of Nam Tai and its
predecessor companies since inception until assuming the position of Senior
Executive Officer, Corporate Strategy, Finance and Administration in September
1998. He was the Chief Executive Officer of the Company until June 1995.
TOSHIAKI OGI, 60. Mr. Ogi joined Nam Tai in February 2001 and assumed the
position of Chief Executive Officer on March 1, 2001. Prior to joining Nam Tai,
Mr. Ogi was a Senior Director for Toshiba Battery Co., Ltd., Nam Tai's joint
venture partner in its rechargeable battery pack business. Mr. Ogi has 35 years
of sales and marketing experience with Toshiba Corp.
JOSEPH LI, 50. Mr. Li, co-founder, Chairman, and Managing Director of the
J.I.C. Group of companies (acquired by Nam Tai in October 2000) was promoted to
the position of President of Nam Tai effective March 1, 2001. Mr. Li has
directed JIC's business development since founding JIC in 1980.
CHARLES CHU, 44. Mr. Chu originally served as Secretary and a Director of
the Company from August 1987 to September 1989. He was reappointed a Director in
December 1992. Since July 1988, Mr. Chu has been engaged in the private practice
of law in Hong Kong. Mr. Chu serves on Nam Tai's Audit Committee.
STEPHEN SEUNG, 54. Mr. Seung was appointed a Director of Nam Tai in 1995.
He is an attorney and Certified Public Accountant and has been engaged in the
private practice of law and accounting in New York since 1981. Mr. Seung serves
on Nam Tai's Audit Committee and is its authorised agent in the United States.
PETER R. KELLOGG, 58. Mr. Kellogg is a Senior Managing Director of Spear,
Leeds & Kellogg, a registered broker-dealer in the United States. Mr. Kellogg is
also Chairman of the Ziegler Companies. Mr. Kellogg serves on Nam Tai's Audit
Committee.
There is no family relationship among any of the named directors. No
arrangement or understanding exists between any director or any other persons
pursuant to which any director was elected as a director of the Company.
COMPENSATION OF DIRECTORS AND OFFICERS
The aggregate amount of compensation paid by Nam Tai and its subsidiaries
during the year ended December 31, 2000 to all directors and officers as a group
for services in all capacities was approximately $2,294,000.
Directors who are not employees of the Company nor any of its subsidiaries
are paid $1,000 per month for services as a director, $750 per meeting attended
in person, and $500 per meeting attended by telephone. In addition, they are
reimbursed for all reasonable expenses incurred in connection with services as a
director.
CONTROL OF THE COMPANY
The following table sets forth, as of May 1, 2001, the beneficial ownership
of the Company's common shares by each person known by the Company to
beneficially own 5% or more of the common shares of the Company and by each of
the directors and senior management of the Company who beneficially own common
shares.
Beneficial (1) ownership
Name Number Percent
- ----------------------------------- ------------ ----------
M. K. Koo 3,237,981 (2) 29.0%
Peter R. Kellogg 1,457,600 (3) 13.9%
I.A.T. Reinsurance Syndicate Ltd. 1,300,000 (3) 12.8%
Ivan Chui 1,061,087 (4) 10.4%
Joseph Li 1,061,087 (5) 10.4%
Tadao Murakami 932,249 (6) 8.9%
Y.C. Chang
60,000 (7) *
Shigeru Takizawa 55,000 (7) *
Hidekazu Amishima
30,000 (7) *
Karene Wong 45,000 (7) *
Stephen Seung
20,000 (8) *
Mamoru Koike
18,000 (7) *
Charles Chu
15,000 (9) *
Lorne Waldman 21,000 (10) *
- ---------
* Less than 1%.
(1) Pursuant to the rules of the United States Securities and Exchange
Commission, shares of Common Stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person shown in the
table.
(2) Includes publicly traded warrants to purchase 926,850 common shares and
options to purchase 50,000 common shares exercisable within 60 days of May 1,
2001.
(3) Mr. Kellogg holds directly 152,600 common shares and options to
purchase 5,000 common shares exercisable within 60 days of May 1, 2001, and
indirectly, through I.A.T. Reinsurance Syndicate Ltd, 1,000,000 common shares
and warrants to purchase 300,000 common shares within 60 days of May 1, 2001.
I.A.T. Reinsurance Syndicate Ltd., is a Bermuda Corporation of which Mr. Kellogg
is the sole holder of voting stock. Mr. Kellogg disclaims beneficial ownership
of these shares.
(4) Consists of shares held of record by Li & Chui Holdings (B.V.I.)
Limited for which Mr. Chui shares investment and voting control. These are the
same shares shown in the table for Joseph Li.
(5) Consists of shares held of record by Li & Chui Holdings (B.V.I.)
Limited for which Mr. Li shares investment and voting control. These are the
same shares shown in the table for Ivan Chui.
(6) Includes publicly traded warrants to purchase 175,094 common shares and
options to purchase 90,000 common shares, each exercisable within 60 days of May
1, 2001.
(7) Consists of options to purchase common shares exercisable within 60
days of May 1, 2001.
(8) Includes options to purchase 5,000 common shares exercisable within 60
days of May 1, 2001, publicly traded warrants to purchase 4,000 common shares,
and 10,000 common shares which are registered to Violet Seung, Mr. Seung's wife,
as to which Mr. Seung disclaims beneficial ownership.
(9) Includes options to purchase 5,000 common shares exercisable within 60
days of May 1, 2001.
(10) Includes options to purchase 18,000 common shares exercisable within
60 days of May 1, 2001.
STOCK OPTIONS
On August 18, 1993, the Board of Directors of the Company adopted the 1993
Stock Option Plan (the "1993 Plan"). The Board has amended the 1993 Plan since
then and as amended through April 24, 2000 the 1993 Plan provides for the grant
to employees, officers, directors who are employees of the Company and
consultants of options to purchase up to cumulative aggregate of 1,425,000
shares of common stock of the Company. In the case of directors who are not
employees of the Company ("Independent Directors"), the 1993 Plan provides for
options to purchase 5,000 shares of the Company to be granted annually to each
Independent Director at their election to the Board of Directors at the Annual
Meeting of Shareholders. Options granted to Independent Directors must be
granted with an exercise at no less than 100% of the fair market value at the
date of grant and it is the policy of the Company to grant options to all
participants under the 1993 Plan at an exercise of no less than 100% of the fair
market value at the date of grant.
As of May 1, 2001 there were outstanding options to purchase an aggregate
of 597,853 shares of the Company under the Company's 1993 Plan and 11,780 were
reserved for future issuance under it. Of the outstanding options, 300,000 are
exercisable at a price of $13.875 until January 31, 2003; 15,000 are exercisable
at a price of $16.375 until June 8, 2003; 5,000 are exercisable at a price of
$14.81 expiring July 31, 2003, and 277,853 are exercisable at a price of $13.94
until March 16, 2004. A total of 416,000 options are held by executive officers
and directors of the Company. The remaining options are held by employees.
INFORMATION CONCERNING AUDIT COMMITTEE
The Audit Committee consists of Mr. Peter R. Kellogg, Mr. Stephen Seung and
Mr. Charles Chu. The Audit Committee meets from time to time to review the
financial statements and matters relating to the audit and has full access to
management and the Company's auditors in this regard. The Audit Committee
recommends the engagement or discharge of the Company's independent accountants,
consults on the adequacy of the Company's internal controls and accounting
procedures and reviews and approves financial statements and reports.
PROPOSAL 2
TO APPROVE THE ADOPTION OF THE COMPANY'S 2001 STOCK OPTION PLAN
COVERING OPTIONS TO PURCHASE UP TO 1,000,000 COMMON SHARES OF THE COMPANY.
The Board of Directors believes that the selective use of stock options is
an effective means of attracting, motivating and retaining employees and that
the availability of the number of shares covered by the new Stock Option Plan,
as proposed for adoption, is essential to the success of the Company. The Board
of Directors recommends that the shareholders approve the adoption of the
proposed 2001 Stock Option Plan (the "new Stock Option Plan"). THE AFFIRMATIVE
VOTES OF A MAJORITY OF ALL SHARES OF THE COMPANY PRESENT AT THE MEETING IN
PERSON OR BY PROXY IS REQUIRED TO APPROVE THE NEW PLAN.
The summary of the provisions of the new Stock Option Plan, which follows,
is not intended to be complete. A copy of the new Stock Option Plan, as approved
by the Board, is annexed to this proxy statement as Exhibit A.
SUMMARY OF THE PROVISIONS OF THE NEW STOCK OPTION PLAN
The primary purpose of the new Stock Option Plan is to promote the growth
and general prosperity of the Company and its subsidiaries. The Board of
Directors of the Company believes that the new Stock Option Plan will help the
Company attract and retain the best available persons for positions of
substantial responsibility, provide employees, directors, consultants and
advisors with an additional incentive to contribute to the success of the
Company and its subsidiaries and promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those who are
primarily responsible for shaping and carrying out the long-range plans of the
Company and securing its continued growth and financial success.
The maximum number of common shares that may be issued pursuant to the
exercise of options granted under the new Stock Option Plan is 1,000,000 shares,
provided, however, that except in connection with acquisitions, at no time shall
there be any options granted under the new Stock Option Plan at any time when
the total number of common shares covered by outstanding options granted under
the new Stock Option Plan and all other compensatory stock option plans of the
Company, the primary purpose of which is to benefit employees or directors of
the Company, exceed ten percent (10%) of the then outstanding common shares of
the Company (the "Ten Percent Limit"). If any options expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
to the options shall again be available for further grants under the new Stock
Option Plan.
The Stock Option Plan is administered by the Company's Board of Directors
(the"Board") or a Committee of the Board, consisting of not less than three
directors (the "Committee"). Subject to the express provisions of the new Stock
Option Plan, the Board or the Committee, if so appointed, has complete
authority, in its discretion, to determine those persons (hereinafter referred
to as"participants") to whom, and the price at which options shall be granted,
the option periods and the number of shares to be subject to each option. The
Board or the Committee, if so appointed, also has the authority in its
discretion to prescribe the time or times at which the options may be exercised
and limitations upon the exercise of options (including limitations effective
upon the death or termination of employment of the participant), and the
restrictions, if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the Board or the
Committee, if so appointed, may take into account the nature of the services
rendered by respective particpants, their present and potential contributions to
the success of the Company or its subsidiaries and such other factors as the
Board in its discretion shall deem relevant.
Subject to the express provisions of the new Stock Option Plan, the Board
also has complete authority to interpret the new Stock Option Plan, to
prescribe, amend and rescind rules and relations relating to the new Stock
Option Plan, to determine the terms and provisions of the respective option
agreements (which need not be identical), to determine whether the shares
delivered upon exercise of stock options will be treasury shares or will be
authorized but previously unissued shares, and to make all other determinations
necessary or advisable for the administration of the new Stock Option Plan. The
determinations of Board of Directors or the Committee, if so appointed, on these
matters is conclusive.
Except for an annual grant to directors of options to purchase up to 5,000
common shares, an option may be granted under the new Stock Option Plan only to
officers or other key employees, consultants or advisors of the Company and of
its present and future subsidiary corporations. Annual grants of options to
directors under the new Stock Option Plan shall be granted only to the extent
they have not been granted under other compensatory stock option plans of the
Company. The granting of an option to any participant does not confer upon the
participant any right to continue in the employ of, or other relationship with,
the Company or of any such subsidiary and does not interfere in any way with the
right of the Company or of any such subsidiary to terminate the employment or
relationship of the participant at any time.
Except in the case of options granted to directors, the Board or the
Committee, if so appointed, determines the option price at the time the option
is granted which generally must be at least equal to the fair market value of
the common shares on the date of the grant as is reasonably determined by the
Board. While the Board of Directors or the Committee, if so appointed, has
complete and sole discretion in determining the option price and it is the
policy of the Company not to grant options that are exercisable at less than
100% of the fair market value of the common stock on the date of grant as shall
reasonably be determined by the Board of Directors or the Committee, if so
appointed, except in the most unusual circumstances as shall be determined by
the Board of Directors or the Committee, if so appointed, at the time of
specific grants. There is no such discretion in the annual grants of directors
options to directors; the option price of directors options must be equal to
100% of the fair market value of the shares on the date of grant and the
Directors Options have a term of three years, subject to earlier termination as
provided for optionees generally.
An option shall be considered granted on the date the Board of Directors or
the Committee, if so appointed, acts to grant the option, or such date
thereafter as the Board of Directors or the Committee, if so appointed, shall
specify. The Board of Directors, without approval of the shareholders may
terminate the new Stock Option Plan at any time, but no termination shall,
without the participant's consent, alter or impair any of the rights under any
option theretofore granted to him under the new Stock Option Plan.
The term of each option granted under the new Stock Option Plan (other than
annual options to directors (as discussed above) will be for such period not
exceeding ten (10) years as the Board or the Committee, if so appointed, shall
determine. The options are subject to earlier termination in the event the
Company is acquired.
If the Company succeeds to the business of another corporation through a
merger or consolidation, or through the acquisition of stock or assets of such
corporation, options may be granted under the new Stock Option Plan to option
holders of such corporation or its subsidiaries, in substitution for options or
rights to purchase stock of such corporation held by them at the time of
succession. In this event only, the Ten Percent Limit may be exceeded.
Each option granted under the new Stock Option Plan is exercisable on such
date or dates and during such period and for such number of shares as shall be
determined pursuant to the provisions of the option agreement evidencing such
option. Subject to the express provisions of the new Stock Option Plan, the
Board or the Committee, if so appointed, shall have complete authority, in its
discretion, to determine the extent, if any, and the conditions under which an
option may be exercised in the event of the death of the participant or in the
event the participant leaves the employ of the Company or has his employment
terminated by the Company. An option may be exercised, by (a) written notice of
intent to exercise the option with respect to a specified number of shares of
stock, and (b) payment to the Company in U.S. dollars (or the Hong Kong dollar
equivalent) of the amount of the option purchase price for the number of common
shares with respect to which the option is then exercised.
Options under the new Stock Option Plan are not transferable otherwise than
by will or the laws of descent or distribution, and may be exercised during the
lifetime of a participant only by such participant. Options granted pursuant to
the new Stock Option Plan shall be evidenced by stock option agreements in such
form, as the Board or the Committee, if so appointed, shall adopt from time to
time.
In the event that a dividend shall be declared upon the common shares of
the Company payable in common shares of the Company the number of common shares
then subject to any such option and the number of shares reserved for issuance
pursuant to the new Stock Option Plan but not yet covered by an option, shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding common shares of the Company shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each common share reserved
for issuance upon exercise of options pursuant to the new Stock Option Plan, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be so changed or for which each such share shall
be exchanged. In the event there shall be any other change in the number or kind
of outstanding common shares of the Company or of any stock or other securities
into which such common shares shall have been changed or for which it shall have
been exchanged, then if the Board or the Committee, if so appointed, shall in
its sole discretion determine that such change equitably requires an adjustment
in the number or kind of shares theretofore reserved for issuance pursuant to
the new Stock Option Plan, but not yet covered by an option and of the shares
then subject to an option or options, such adjustment shall be made by the Board
or the Committee, if so appointed, and shall be effective and binding for all
purposes of the new Stock Option Plan and of each stock option agreement. The
option price in each stock option agreement for each share of stock or other
securities so substituted or adjusted shall be determined by dividing the option
price in such agreement for each share prior to such substitution or adjustment
by the number of shares or the fraction of a share substituted for such share or
to which such share shall have been adjusted. No adjustment or substitution
shall require the Company to sell a fractional share, and the total substitution
or adjustment with respect to each stock option agreement shall be limited
accordingly.
The Board of Directors, without approval of shareholders, may amend from
time to time the new Stock Option Plan in such respects, as the Board may deem
advisable. No amendment shall, without the participant's consent, alter or
impair any of the rights or obligations under any option theretofore granted to
him under the new Stock Option Plan. Further, the Board may not, without
shareholder approval, amend the new Stock Option Plan to (i) increase the
maximum aggregate number of shares which may be optioned and sold, (ii) change
the manner of determining the option price or, except for adjustments resulting
from stock dividends, stock splits, recapitalizations, reorganizations and
similar events, permit the reduction of the option price of an outstanding
option, (iii) change the classes of persons eligible to receive options or (iv)
grant any options to directors otherwise than as expressly set forth in the new
Stock Option Plan.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Meeting. However, if any other matter shall properly come before the Meeting,
the proxy holder named in the proxy accompanying this statement will have
discretionary authority to vote all proxies in accordance with his best
judgement.
By order of the Board of Directors,
/s/ SHIGERU TAKIZAWA
--------------------------------------
Shigeru Takizawa
Chairman of the Board of Directors
Dated May 15, 2001
Hong Kong
Exhibit A
2001 STOCK OPTION PLAN
OF
NAM TAI ELECTRONICS, INC.
1. PURPOSE
The purpose of the Nam Tai Electronics, Inc. 2001 Stock Option Plan (the "Plan")
is to promote the growth and general prosperity of Nam Tai Electronics, Inc.
(the "Company") and its subsidiaries. The granting of options will help the
Company attract and retain the best available persons for positions of
substantial responsibility and will provide employees, directors, consultants
and advisors with an additional incentive to contribute to the success of the
Company and its subsidiaries. The Board of Directors of the Company believes the
Plan will promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those who are primarily responsible
for shaping and carrying out the long-range plans of the Company and securing
its continued growth and financial success.
2. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on May 4, 2001, the date originally adopted by
the Board of Directors; provided, however, that no options may be granted under
this plan to any officer or director of the Company unless and until the Plan
has been approved by holders of the outstanding common shares of the Company.
3. STOCK SUBJECT TO PLAN
The maximum number of common shares that may be issued pursuant to the exercise
of options granted under the Plan is one million shares (1,000,000) subject to
the adjustments provided in paragraph 16 below. One million of the authorized
but unissued common shares of the Company as of May 4, 2001 will be reserved for
issue upon exercise of options granted under the Plan subject to the adjustments
provided in paragraph 14 below; provided, however, that the number of such
authorized but unissued shares so reserved may from time to time be reduced to
the extent that a corresponding amount of issued and outstanding stock has been
purchased by the Company and set aside for issue upon the exercise of options
granted under the Plan; and provided, further, however, that, subject to the
provisions of Section 12 hereof, at no time shall there be any options granted
under this Plan at any time when the total number of common shares covered by
outstanding options granted under this Plan and all other compensatory stock
option plans of the Company, the primary purpose of which is to benefit
employees or directors of the Company, exceed ten percent (10%) of the then
outstanding common shares of the Company. If any options shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for further grants under the
Plan.
4. ADMINISTRATION
The Board of Directors or a Committee referred to in paragraph 5 (hereinafter
referred to as the "Committee") shall administer the Plan. Subject to the
express provisions of the Plan, the Board of Directors or the Committee, if so
appointed, shall have complete authority, in its discretion, to determine those
key employees, directors, consultants and advisors (hereinafter referred to as
"participants") to whom, and the price at which options shall be granted, the
option periods and the number of shares to be subject to each option. The Board
of Directors or the Committee, if so appointed, shall also have the authority in
its discretion to prescribe the time or times at which the options may be
exercised and limitations upon the exercise of options (including limitations
effective upon the death or termination of employment, directorship or
consultancy of the participant), and the restrictions, if any, to be imposed
upon the transferability of shares acquired upon exercise of options. In making
such determinations, the Board of Directors or the Committee, if so appointed,
may take into account the nature of the services rendered by respective
participants, their present and potential contributions to the success of the
Company or its subsidiaries, and such other factors as the Board of Directors or
the Committee, if so appointed, in its discretion shall deem relevant. Subject
to the express provisions of the Plan, the Board of Directors or the Committee,
if so appointed, shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and relations relating to the Plan, to
determine the terms and provisions of the respective option agreements (which
need not be identical), to determine whether the shares delivered upon exercise
of stock options will be treasury shares or will be authorized but previously
unissued shares, and to make all other determinations necessary or advisable for
the administration of the Plan. The determinations of Board of Directors or the
Committee, if so appointed, on the matters referred to in this paragraph 4 shall
be conclusive.
5. COMMITTEE
The Committee, if so appointed, shall consist of not less than three members of
the Board of Directors of the Company. The Committee, if so appointed, shall be
appointed from time to time by the Board of Directors, which may from time to
time appoint members of the Committee in substitution for members previously
appointed and may fill vacancies, however caused, in the Committee. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by at least a majority of its members. Any decision or
determination reduced to writing and signed by all of the members shall be fully
as effective as if it had been made by a majority vote at a meeting duly called
and held. The Committee shall also have express authorization to hold Committee
meetings by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
6. ELIGIBILITY; DIRECTORS' OPTIONS
(a) Except for an annual grant of options to directors as provided in Section
6(b) below, an option may be granted under the Plan only to officers or other
key employees, consultants or advisors of the Company and of its present and
future subsidiary corporations.
(b) At each annual meeting of shareholders, each independent director elected at
the meeting shall thereupon be granted options to purchase 5,000 shares
("Directors' Options"). Such Directors Options shall be granted only to the
extent they have not been granted under other compensatory stock option plans of
the Company. The option price of Directors Options shall be equal to 100% of the
fair market value of the shares on the date of grant and the Directors Options
shall have a term of three years, subject to earlier termination as provided for
Optionees generally under "Exercise of Options."
(c) The granting of an option to any participant shall not confer upon that
participant any right to continue in the employ, directorship, consultancy or
other relationship of or with the Company or of any such subsidiary and shall
not interfere in any way with the right of the Company or of any such subsidiary
to terminate the employment, consultancy or other relationship of the
participant at any time.
7. OPTION PRICE
Except with respect to Directors Options, the Board of Directors or the
Committee, if so appointed, in its discretion, will determine the option price
at the time the option is granted. While the Board of Directors or the
Committee, if so appointed, shall have complete and sole discretion in
determining the option price and it shall be the policy of the Company not to
grant options that are exercisable at less than 100% of the fair market value of
the common stock on the date of grant as shall reasonably be determined by the
Board of Directors or the Committee, if so appointed, except in the most unusual
circumstances as shall be determined by the Board of Directors or the Committee,
if so appointed, at the time of specific grants. Unless such action is approved
by shareholders or results from adjustments pursuant to Section 16 of the Plan,
the option price applicable to any outstanding option shall not be reduced.
8. DATE OF OPTION GRANT
An option shall be considered granted on the date the Board of Directors or the
Committee, if so appointed, acts to grant the option, or such date thereafter as
the Board of Directors or the Committee, if so appointed, shall specify.
9. TERM OF PLAN
The Board of Directors, without further approval of the shareholders may
terminate the Plan at any time, but no termination shall, without the
participant's consent, alter or impair any of the rights under any option
theretofore granted to him under the Plan.
10. TERM OF OPTIONS
The term of each option granted under the Plan will be for such period
(hereinafter referred to as the "option period") not exceeding ten (10) years as
the Board of Directors or the committee, if so appointed, shall determine. Each
option shall be subject to earlier termination as described under "exercise of
options."
11. RULES APPLICABLE TO CERTAIN DISPOSITIONS
(a) Notwithstanding the foregoing provisions of Section 10, in the event the
Company or the shareholders of the Company enter into an agreement to dispose of
all or substantially all of the assets or capital stock of the Company by means
of a sale, merger, consolidation, reorganization, liquidation, or otherwise,
each option (whether or not then exercisable by its terms) shall become
immediately exercisable with respect to the full number of shares subject to
that option during the period commencing as of the date of execution of such
agreement and ending as of the earlier of:
(i) the expiration date of the option; or
(ii) the date on which the disposition of assets or capital stock contemplated
by the agreement is consummated.
The exercise of any option that was made exercisable solely be reason of this
Subsection 11(a) shall be conditioned upon the consummation of the disposition
of assets or stock under the above referenced agreement. Upon the consummation
of any such disposition of assets or stock, this Plan and any unexercised
options issued hereunder (or any unexercised portion thereof) shall terminate
and cease to be effective.
(b) Notwithstanding the foregoing, in the event that any such agreement shall be
terminated without consummating the disposition of said stock or assets:
(i) any unexercised installments of any option that had become exercisable
solely by reason of the provisions of Subsection 11(a) shall again become
unexercisable as of said termination of such agreement, and
(ii) the exercise of any option that had become exercisable solely by reason of
this Subsection 11(a) shall be deemed ineffective and such option installments
shall again become unexercisable as of said termination of such agreement.
(c) Notwithstanding the provisions set forth in Subsection 11(a), the Board of
Directors or the committee, if so appointed, may, at its election and subject to
the approval of the corporation purchasing or acquiring the stock or assets of
the Company (the "surviving corporation"), arrange for the optionee to receive
upon surrender of optionee's option a new option covering shares of the
surviving corporation in the same proportion, at an equivalent option price and
subject to the same terms and conditions as the old option. For purposes of the
preceding sentence, the excess of the aggregate fair market value of the shares
subject to such new option immediately after consummation of such disposition of
stock or assets over the aggregate option price of such shares of the surviving
corporation shall not be no more than the excess of the aggregate fair market
value of all shares subject to the old option immediately before consummation of
such disposition of stock or assets over the aggregate option price of such
shares of the Company, and the new option shall not give the optionee additional
benefits which such optionee did not have under the old option or deprive the
optionee of benefits which the optionee had under the old option. If such
substitution of options is effectuated, the optionee's rights under the old
option shall thereupon terminate.
12. MERGERS AND ACQUISITIONS
If the Company at any time should succeed to the business of another corporation
through a merger or consolidation, or through the acquisition of stock or assets
of such corporation, options may be granted under the Plan to option holders of
such corporation or its subsidiaries, in substitution for options or rights to
purchase stock of such corporation held by them at the time of succession. The
Board of Directors or the committee, if so appointed, shall have sole and
absolute discretion to determine the extent to which such substitute options
shall be granted (if at all), the person or persons within the eligible group to
receive such substitute options (who need not be all option holders of such
corporation), the number of options to be received by each such person, the
option Price of such option, and the terms and conditions of such substitute
options. The provisions of the second proviso of the second sentence of Section
3 shall not be applicable to such substituted options.
13. EXERCISE OF OPTIONS
Each option granted under the Plan will be exercisable on such date or dates and
during such period and for such number of shares as shall be determined pursuant
to the provisions of the option agreement evidencing such option. Subject to the
express provisions of the Plan, the Board of Directors or the committee, if so
appointed, shall have complete authority, in its discretion, to determine the
extent, if any, and the conditions under which an option may be exercised in the
event of the death of the participant or in the event the participant leaves the
employ of the Company or has his employment terminated by the Company. An option
may be exercised, by (a) written notice of intent to exercise the option with
respect to a specified number of shares of stock, and (b) payment to Company in
U.S. dollars or the Hong Kong dollar equivalent of the amount of the option
purchase price for the number of shares of stock with respect to which the
option is then exercised.
14. NONTRANSFERABILITY
Options under the Plan are not transferable otherwise than by will or the laws
of descent or distribution, and may be exercised during the lifetime of a
participant only by such participant.
15. AGREEMENTS
Options granted pursuant to the Plan shall be evidenced by stock option
agreements in such form, as the Board of Directors or the committee, if so
appointed, shall from time to time adopt.
16. ADJUSTMENT OF NUMBER OF SHARES
In the event that a dividend shall be declared upon the common shares of the
Company payable in common shares of the Company the number of common shares then
subject to any such option and the number of shares reserved for issuance
pursuant to the Plan but not yet covered by an option, shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend. In the event that the
outstanding common shares of the Company shall be changed into or exchanged for
a different number or kind of shares of stock or other securities of the
Company, whether through recapitalization, stock split-up, combination of
shares, then there shall be substituted for each common share reserved for
issuance pursuant to the Plan or outstanding option, the number and kind of
shares of stock or other securities into which each outstanding common share
shall be so changed or for which each such share shall be exchanged. In the
event there shall be any change, other than as specified above in this Section
in the number or kind of outstanding common shares of the Company or of any
stock or other securities into which such common shares shall have been changed
or for which it shall have been exchanged, then if the Board of Directors or the
committee, if so appointed, shall in its sole discretion determine that such
change equitably requires an adjustment in the number or kind of shares
theretofore reserved for issuance pursuant to the Plan, but not yet covered by
an option and of the shares then subject to an option or options, such
adjustment shall be made by the Board of Directors or the committee, if so
appointed, and shall be effective and binding for all purposes of the Plan and
of each stock option agreement. The option price in each stock option agreement
for each share of stock or other securities substituted or adjusted as provided
for in this paragraph shall be determined by dividing the option price in such
agreement for each share prior to such substitution or adjustment by the number
of shares or the fraction of a share substituted for such share or to which such
share shall have been adjusted. No adjustment or substitution provided for in
this paragraph shall require the Company in any stock option agreement to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly.
17. AMENDMENTS
Except as otherwise provided herein, the Board of Directors, without approval of
the shareholders, may from time to time amend the Plan in such respects, as the
board may deem advisable. Notwithstanding the foregoing, the Board of Directors
shall not, without shareholder approval, amend the Plan to (i) increase the
maximum aggregate number of shares which may be optioned and sold under the
Plan, (ii) change the manner of determining the option price or, except for
adjustments resulting from the operation of Section 16 of the Plan, permit the
reduction of the option price of an outstanding option, (iii) change the classes
of persons eligible to receive options under the Plan or (iv) grant any options
under the Plan to directors otherwise than as expressly set forth herein. No
amendment shall, without the participant's consent, alter or impair any of the
rights or obligations under any option theretofore granted to him under the
Plan.
IN WITNESS WHEREOF, the Board of Directors of the Company has adopted this 2001
Stock Option Plan of the Company this 4th day of May, 2001.
NAM TAI ELECTRONICS, INC.
/s/ SHIGERU TAKIZAWA
--------------------------------------
Shigeru Takizawa
Chairman of the Board of Directors
PROXY NAM TAI ELECTRONICS, INC. ANNUAL MEETING OF SHAREHOLDERS - JUNE 22, 2001 PROXY
This Proxy is Being Solicited on Behalf of the Board of Directors of the Company
The undersigned shareholder(s) of Nam Tai Electronics, Inc. hereby nominate,
constitute and appoint MING KOWN KOO, with the power to appoint his substitute,
and hereby authorise him to represent the undersigned and to vote, as designated
below, all Common Shares of Nam Tai Electronics, Inc. standing in my name on its
books on May 1, 2001 at the Annual Meeting of Shareholders to be held at 11:30
a.m. PST on Friday, June 22, 2001 at The Mandarin Oriental, San Francisco in
Library II on the 2nd floor at 222 Sansome Street, San Francisco, California,
USA, and at any adjournment thereof.
1. FOR ___ WITHHOLD AUTHORITY FOR ___
the election as directors of the Company of eight (8) persons listed: Charles
Chu, Peter R. Kellogg, Ming Kown Koo, Joseph Li, Tadao Murakami, Toshiaki Ogi,
Stephen Seung and Shigeru Takizawa.
(Instruction: To withhold authority to vote for any individual nominee
draw a line through the nominee's name above.)
2. FOR ___ AGAINST ___ ABSTAIN ___
a proposal adopting the Company's 2001 Stock Option Plan covering options to
purchase up to 1,000,000 common shares of the Company;
(The Board of Directors recommends a vote FOR Items 1 and 2)
(Continued and to be signed, on reverse side)
3. If the Chairman of the Board is not present by 11:30 a.m. PST in accordance
with Regulation 37 of the Company's Articles of Association, I hereby
authorise my proxy to choose a chairman for the meeting;
4. In his discretion, the proxy is authorised to vote upon all other matters as
may properly be brought before the meeting or any adjournment thereof, with
all powers that the undersigned would possess if personally present.
-------------------------
Number of Shares
Dated:____________________, 2001
-------------------------
Signature of Shareholder
-------------------------
Signature of Shareholder
(Please date this proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc. should give their full
titles. All joint owners should sign.)
IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED FOR ELECTION OF EACH
DIRECTOR AND FOR ITEM 2. This proxy when properly executed will be voted in the
manner directed herein by the above shareholder(s).
The Registrant hereby incorporates this Report on Form 6-K into its Registration
Statements on Form F-3 (Registration Nos. 333-36135 and 333-58468).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.
For and on behalf of
Nam Tai Electronics, Inc.
/s/ M. K. KOO
-----------------------
M. K. KOO
CHIEF FINANCIAL OFFICER
Date: June 26, 2001