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As filed with the Securities and Exchange Commission via Edgar as of
April 6, 2001
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAM TAI ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
British Virgin Islands 3578 None
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
1993 STOCK OPTION PLAN
(Full Title of Plan)
Unit 9,15/F. Tower 1 China Hong Kong City
33 Canton Road
Kowloon, Hong Kong
(852) 2341-0273
Fax (852) 2341-4164
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Stephen Seung
2 Mott St.
Suite 601
New York, New York 10013
(212) 732-0030
Fax: (212) 227-5097
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
MARK A. KLEIN, ESQ.
Kirkpatrick & Lockhart LLP
10100 Santa Monica Boulevard, 7th Floor
Los Angeles, CA 90067
(310) 552-5000
Fax: (310) 552-5001
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Proposed
Maximum Offering Maximum Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities to be Registered Share(1) Price(1) Fee
Registered
- -----------------------------------------------------------------------------------------------------------------
Common Shares $0.01 par value 425,000 shares $12.28125 $5,219,531 $1,305
- -----------------------------------------------------------------------------------------------------------------
- ----------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h)(1) based on the average of the
high and low prices reported on The Nasdaq National Market on April 4,
2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1) of the Securities Act of 1933 (the
Securities Act).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 20-F for the year ended
December 31, 2000.
(b) All other reports filed by Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) above.
(c) The section of the Registrant's Prospectus dated September 9,
1993 as filed with Securities and Exchange Commission under Rule 424(b) of
the Securities Act entitled Description of Securities -- Common Shares.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to its Articles of Association and subject to British Virgin
Islands law, the Company may indemnify a director or officer out of the assets
of the Company 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 the Company in the
execution of the duties of his office, or in relation thereto provided the
director or officer acted honestly and good faith with a view to the best
interest of the Company and except for his own wilful misconduct or negligence.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Numbers
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4.1 1993 Stock Option Plan Option, as amended (incorporated by reference
to Exhibit A to registrant's Proxy Statement for its 1999 Annual
Meeting of Shareholders included with registration's Form 6-K dated
June 23, 1999 submitted to the Securities and Exchange Commission
("SEC") on June 24, 1999).
4.2 Form of Stock Option Agreement (incorporated by reference to Exhibit
4.1 to Registration's Form S-8 filed with the SEC on May 23, 1997).
5.1 Opinion of McW. Todman & Co.
23.1 Consent of McW. Todman & Co. (included in Exhibit 5)
23.2 Consent of Deloitte Touch Tohmatsu.
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act
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of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referenced in Item 6 of this Registration
Statement or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 hereunder, the
Registrant 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong on the 26th day of March, 2001
NAM TAI ELECTRONICS, INC.
By: /s/ Ming Kown Koo
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Ming Kown Koo
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.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes an appoints M. K. Koo, Stephen Seung and Lorne
Waldman, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution for him in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Name Position with the Company Date
---- ------------------------- ----
/s/ Shigeru Takizawa Chairman of the Board of Directors April 6, 2001
- ------------------------ (Principal Executive Officer)
Shigeru Takizawa
/s/ Tadao Murakami Director April 6, 2001
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Tadao Murakami
/s/ M. K. Koo Principal Financial and Accounting April 6, 2001
- ------------------------ Officer and a Director
M. K. Koo
/s/ Charles Chu Director April 6, 2001
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Charles Chu
/s/ Peter R. Kellogg Director April 6, 2001
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Peter R. Kellogg
/s/ Stephen Seung Director and United States April 6, 2001
- ------------------------ Representative
Stephen Seung
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