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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 F-3
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 of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
Suite 4, 9/F. Tower 1 China Hong Kong City
33 Canton Road
Kowloon, Hong Kong
Telephone: (852) 2341-0273
Facsimile: (852) 2341-4164
(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 Blvd., 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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to Be Registered Registered Per Unit(1) Price(1) Fee
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Common Shares, $0.01 par value
per share(2) 300,000 shares $12.28125 $3,684,375 $921
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(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 April 4, 2001.
(2) The common shares being registered hereunder are issuable upon exercise of
an outstanding warrant and are being registered for resale by the warrant
holder and 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.
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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 APRIL 6, 2001
[NAMTAI LOGO]
300,000 COMMON SHARES
I.A.T. Reinsurance Syndicate Ltd., the selling shareholder, is offering
and selling up to 300,000 common shares of Nam Tai Electronics, Inc., which the
selling shareholder will be obtaining upon exercise of an outstanding warrant.
The selling shareholder may offer these Nam Tai 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 Nam Tai common shares,
please see the section of this prospectus called "Plan of Distribution."
Nam Tai will not receive any proceeds from the sales of shares by the
selling shareholder. Nam Tai's common shares are quoted on the Nasdaq National
Market under the symbol "NTAI." On ________ __, 2001 the closing price of Nam
Tai'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 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NAM TAI 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
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
Nam Tai file reports and other information with the Securities and
Exchange Commission, or SEC. You may read and copy any document Nam Tai 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 Nam Tai to "incorporate by reference" the information it
files with the SEC, which means that Nam Tai 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 Nam Tai files
with the SEC will automatically update and supersede this information. Nam Tai
incorporates by reference the documents listed below.
1. Nam Tai's Annual Report on Form 20-F for the year ended December 31,
2000 filed with the SEC on March 21, 2001;
2. Nam Tai's Form 8-A filed with the Commission on April 7, 1988 and its
Form 8-A/A1 (Amendment No. 1) filed with the Commission on April 18,
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 Nam Tai 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.
Nam Tai may incorporate by reference into this prospectus certain Forms 6-K
subsequently submitted to the SEC by identifying in such 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 such
information should be made to our United States investor relations
representative at the following address: Lorne Waldman, Pan Pacific I.R. Ltd.,
999 West Hastings Street, Suite 1790, Vancouver, British Columbia Canada V6C
2W2, telephone (800) 661-8831.
TABLE OF CONTENTS
Page Page
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Where You Can Find More Information..........2 Description of Common Shares.............17
About Nam Tai................................3 Plan of Distribution.....................18
Risk Factors.................................4 Legal Matters............................20
Enforceability of Civil Liabilities.........14 Experts..................................20
Use of Proceeds.............................15 Indemnification..........................20
Selling shareholder.........................16 Additional Information...................20
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ABOUT NAM TAI
We provide design and manufacturing services to original equipment
manufacturers, or "OEMs," of telecommunication and consumer electronic products
and components. Our largest customers include Texas Instruments Incorporated,
Epson Precision (HK) Ltd, Sharp Corporation and Seiko Instruments Inc. Our
principal design and manufacturing operations are based in Shenzhen, China,
approximately 30 miles from Hong Kong. Products we manufacture include,
telecommunication products, palm-sized PCs, personal digital assistants,
electronic dictionaries, calculators and smart card readers. We also manufacture
electronic components and subassemblies including liquid crystal, or "LCD"
panels, transformers and LCD modules used in the manufacture of cellular phones
and various other electronic products such as copiers, fax machines and
microwave ovens. In 2000, as part of a joint venture investment with Toshiba, we
began manufacturing lithium ion and nickel metal hydride rechargeable battery
packs that are used in cellular phones.
We assist OEMs in the design and development of products and furnish
full turnkey manufacturing services to our OEM customers utilizing advanced
processes such as chip on glass, chip on board, multichip modulator, surface
mount technology, ball grid array, tape automated bonding, outer lead bonding
and anisotropic conductive film heat seal technologies. We provide hardware and
software design, plastic molding, component purchasing, assembly into finished
products or electronic subassemblies, post-assembly testing and shipping. We use
radio frequency and digitally enhanced cordless telephone technologies in the
production of various telecommunication products. We also provide original
design manufacturing, or "ODM," services, in which we develop and design
proprietary products that are sold by our OEM customers. Additionally, we
provide OEMs with silk screening services for plastic parts, polyvinyl chloride,
or PVC, products and metal parts.
The location of our facilities in Shenzhen provides us with access to
Hong Kong's infrastructure of communication and banking. This also facilitates
transportation of our products out of China through the port of Hong Kong. We
emphasize high responsiveness to the needs of OEM customers through the
development and volume production of increasingly sophisticated and specialized
products. We seek to build long-term relationships with our customers through
high quality standards (supported by ISO 9001 Certification), competitive
pricing, strong research and development support, advanced assembly processes
and high volume manufacturing, and with key suppliers through volume purchasing
and reliable forecasting of component purchases. We believe that the potential
for increased manufacturing outsourcing by Japanese and U.S. OEMs in China is
substantial and that we are in a position to take advantage of this because of
our available production capacity and experience. We believe our record of
providing timely delivery in volume of high-quality, high technology, low-cost
products builds close customer relationships and positions us to receive orders
for more complex products. As we grow, we will seek to maintain a low cost
structure, reduce overhead where possible and continuously strive to improve our
manufacturing quality and processes.
We were incorporated in the British Virgin Islands in August 1987. Our
principal executive offices are located at Suite 4, 9/F., Tower 1, China Hong
Kong City, 33 Canton Road, TST, Kowloon, Hong Kong and our telephone number is
(852) 2341-0273.
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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 can give no assurance that we
actually will 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 ARE DEPENDENT ON A FEW LARGE 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 LARGEST CUSTOMERS OR IF THEY
SUBSTANTIALLY REDUCE THEIR ORDERS.
Historically, a substantial percentage of our sales have been to a small
number of customers. During the year ended December 31, 2000, our four largest
customers were Texas Instruments Incorporated, Epson Precision (HK) Ltd., Sharp
Corporation and Seiko Instruments Inc. Each of these customers individually
accounted for 10% or more of our total net sales during the year ended December
31, 2000 and accounted for an aggregate of approximately 72.4%, 77.9%, and 76.2%
respectively, of our total sales during the years ended December 31, 2000, 1999
and 1998, 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.
WE ARE FACING INCREASING COMPETITION, WHICH HAS CAUSED US TO CHANGE OUR STRATEGY
AND HAS HAD AN ADVERSE EFFECT ON OUR GROSS PROFIT MARGINS.
General competition in the contract electronic manufacturing industry is
intense characterized by price erosion, rapid technological change, and
competition from major U.S. and international companies. This intense
competition could result in pricing pressures, lower sales, reduced margins, and
lower market share. Over the last several years our profit margins have declined
substantially, from 24.3% for 1998, to 17.2% for 1999 and to 14.8% for 2000. The
primary reasons for this decline has been our strategy to enter a less
competitive market place for more advanced subassemblies and components that is
more capital intensive and has a more complex manufacturing processes. This
strategy has reduced relative sales of higher margin finished goods such as
calculators, electronic organizers, and linguistic products. In addition, there
has been a lowering of unit prices for finished goods because of the
increasingly competitive environment. If we cannot increase sales of our lower
margin products, or if we are forced to continue to lower our prices, 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.
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WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OUR COMPETITORS, MANY OF WHOM
HAVE SUBSTANTIALLY GREATER RESOURCES THAN WE DO.
We believe we compete with four firms in the manufacture of our
traditional product lines of calculators, personal organizers and linguistic
products - Kinpo Electronics, Inc. (formerly Cal-Comp Electronics, Inc.),
Inventec Co. Ltd., Asustek and Compal. We have numerous competitors in our
telecommunication, subassemblies and components product lines. In addition, we
compete with the in-house manufacturing capabilities of current and potential
customers who evaluate our capabilities against the merit of manufacturing
products internally. Many of our competitors have greater financial, technical,
marketing, manufacturing, vertical integration, and personnel resources and
there can be no assurance that we will continue to compete successfully with
these organizations.
WE MUST SPEND SUBSTANTIAL AMOUNTS TO MAINTAIN AND DEVELOP ADVANCED MANUFACTURING
EQUIPMENT AND ENGAGE ADDITIONAL ENGINEERING PERSONNEL IN ORDER TO ATTRACT NEW
CUSTOMERS AND BUSINESS.
We operate in rapidly changing industries. Technological advances, the
introduction of new products, and new design and manufacturing techniques could
adversely affect our business unless we are able to adapt to the changing
conditions. As a result, we continually are required to expend substantial funds
for, and commit significant resources to, engage additional engineering and
other technical personnel and to purchase advanced design, production and test
equipment.
Our future operating results will depend to a significant extent on our
ability to continue to provide new product solutions that compare favorably on
the basis of time to introduction, cost, and performance with the design and
manufacturing capabilities of OEMs and competitive third-party suppliers. Our
success in attracting new customers and developing new business depends on
various factors, including the
- utilization of advances in technology;
- innovative development of new or improved manufacturing processes for
customer products;
- efficient and cost-effective services; and
- timely completion of the design and manufacture of new products.
OUR FAILURE TO IMPLEMENT NEW MANUFACTURING PROCESSES TIMELY COULD RESULT IN LOST
SALES, LOWER MARGINS OR EVEN LOSSES.
The market for our manufacturing services is characterized by rapidly
changing technology and continuing process development. We continually evaluate
the advantages and feasibility of new manufacturing processes. We believe that
our future success may depend upon our ability to develop and market
manufacturing services which meet changing customer needs, maintain
technological leadership and successfully anticipate or respond to technological
changes in manufacturing processes on a cost-effective and timely basis. There
is a learning curve that must be overcome when any new technologies are
introduced. Our failure to integrate
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the new technology timely may result in reduced production, lost sales, lower
gross margins and losses.
OUR QUARTERLY AND ANNUAL OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT
FLUCTUATIONS FROM A WIDE VARIETY OF FACTORS.
Our quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect our net sales,
gross profit and profitability during any period. This could result from any one
or a combination of factors such as
- the cancellation or postponement of orders,
- the timing and amount of significant orders from our largest customers,
- our customers' announcement and introduction of new products or new
generations of products,
- evolutions in the life cycles of our customers' products,
- our timing of expenditures in anticipation of future orders,
- our effectiveness in managing manufacturing processes including,
interruptions or slowdowns in production as a result of technical
difficulties with equipment, and changes in cost and availability of
components,
- the mix of orders filled,
- adverse effects to our financial statements resulting from acquisitions,
- local factors and events that may affect production volumes such as
local holidays and seasonality of customers' production requirements,
- and changes or anticipated changes in economic conditions.
The volume and timing of orders received during a quarter are difficult to
forecast. Our customers from time to time encounter uncertain and changing
demand for their products. Customers generally order based on their forecasts.
If demand falls below such forecasts or if customers do not control inventories
effectively, they may reduce, cancel or postpone shipments of orders.
OUR OPERATING RESULTS COULD BE NEGATIVELY IMPACTED BY EXCESSIVE EXPENDITURES
RESULTING FROM OUR ERRORS IN FORECASTING SALES, SEASONALITY AND PERIODS OF
RECESSION, MAKING RESULTS IN ANY PERIOD NOT NECESSARILY RELIABLE TO PREDICT
RESULTS IN A FUTURE PERIOD.
Our expense levels during any particular period are based, in part, on
expectations of future sales. If sales in a particular quarter do not meet
expectations, operating results could be
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harmed. In addition, our operating results are often affected by seasonality
during the second and third quarters in anticipation of the start of the school
year and Christmas buying season and in the first quarter resulting from both
the closing of our factories in China for two weeks for the Chinese New Year
holidays and the general reduction in sales following the holiday season. The
market segments we serve are also subject to economic cycles and have in the
past experienced, and are likely in the future to experience, recessionary
periods. A recessionary period affecting the industry segments we serve could
have a material adverse effect on our results of operations. Results of
operations in any period should not be considered indicative of results to be
expected in any future period, and fluctuations in operating results may also
result in fluctuations in the market price of our common shares.
WE FACE NUMEROUS RISKS AS A RESULT OF OUR OPERATIONS IN CHINA AND HONG KONG.
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, WHICH COULD RESULT IN THE TOTAL LOSS OF OUR
INVESTMENT IN THAT COUNTRY. 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,
or 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 MIGHT ADVERSELY IMPACT OUR ABILITY TO ENFORCE THE AGREEMENTS
GOVERNING OUR FACTORIES AND TO DO BUSINESS. We do not own the land underlying
our factories. We occupy them under agreements with the local Chinese
government. These agreements and the operations of our factories are dependent
on our relationship with the local government. Our operations and prospects
would be materially and adversely affected by the failure of the local
government to honor these agreements. In the event of a dispute, enforcement of
these agreements could be difficult in China. 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.
A FIRE, SEVERE WEATHER, FLOOD, OR OTHER ACT OF GOD COULD CAUSE
SIGNIFICANT DAMAGE TO OUR PROPERTIES IN CHINA AND DISRUPT OUR BUSINESS
OPERATIONS. Most of our products are manufactured exclusively at our factory
complex located in Baoan County, Shenzhen, China.
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Fire fighting and disaster relief or assistance in China is primitive by Western
standards. Material damage to, or the loss of, our factory complex due to fire,
severe weather, flood, or other acts of God or cause may not be adequately
covered by proceeds of our insurance coverage and could have a material adverse
effect on our financial condition, business and prospects. In addition, any
interruptions to our business caused by such disasters would severely harm our
financial condition, business and prospects.
POSSIBLE CHANGES AND UNCERTAINTIES IN ECONOMIC POLICIES IN THE SPECIAL
ECONOMIC ZONES OF CHINA IN WHICH WE OPERATE COULD HARM OUR OPERATIONS BY
ELIMINATING BENEFITS WE CURRENTLY ENJOY. As part of its economic reform, China
has designated certain areas, including Shenzhen where we have our principal
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 or substantially alter
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.
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 CHINA'S TRADE STATUS WITH THE UNITED STATES COULD HARM
OUR OPERATIONS OR DEPRESS OUR STOCK PRICE. China currently enjoys most favored
nation trade status, which provides China with the trading privileges generally
available to trading partners of the United States. In 2000, Congress voted to
make China's trade status permanent when it formally entered the World Trade
Organization. However, Congress may again consider China's trade status in 2001
and thereafter as a result of the delay in China's entry into the WTO. In the
past, various interest groups have urged that the United States not renew most
favored nation trade status for China and may do so again before China's entry
in the WTO. Even after China joins the WTO, controversies between the United
States and China may arise 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. Political or 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.
UNCERTAIN APPLICATIONS OF CHINESE TAX LAWS AND HEIGHTENED EFFORTS BY THE
CHINESE TAXING AUTHORITIES TO INCREASE REVENUES COULD SUBJECT US TO GREATER
TAXES. Under applicable Chinese law, we have been afforded a number of tax
concessions by, and tax refunds from, 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 manufacturing
operations. However, the Chinese tax system is subject to substantial
uncertainties including both their interpretation and enforcement. Following the
Chinese government's program of privatizing many state owned enterprises, the
Chinese government has attempted to augment its revenues through heightened tax
collection efforts. For the tax years from 1996 through 1998, we did not
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receive a 100% tax refund on taxes paid by our principal Chinese subsidiary
because a large intercompany receivable between that subsidiary and one of our
Hong Kong subsidiaries was not considered by the tax authorities to be a
reinvestment of profits. Continued efforts by the Chinese government to increase
tax revenues could result in other decisions or interpretations of the tax laws
by the taxing authorities that increase our future tax liabilities or deny us
expected refunds.
OUR RESULTS HAVE BEEN AFFECTED BY CHANGES IN CURRENCY EXCHANGE RATES.
CHANGES IN CURRENCY RATES INVOLVING THE JAPANESE YEN, HONG KONG DOLLAR OR
CHINESE YUAN COULD INCREASE OUR EXPENSES OR CAUSE ECONOMIC OR POLITICAL PROBLEMS
AFFECTING OUR BUSINESS. Our financial results have been affected by currency
fluctuations, resulting in total foreign exchange gains/(losses) of
approximately $51,000 in 2000, ($413,000) in 1999, and $394,000 in 1998. We sell
most of our products in United States dollars and pay our expenses in United
States dollars, Japanese yen, Hong Kong dollars, and Chinese renminbi. While we
face a variety of risks associated with changes among the relative value of
these currencies, we believe the most significant exchange risk results from
material purchases we make in Japanese yen. Approximately 14%, 15%, and 18% of
our material costs have been in yen during the years ended December 31, 2000,
1999, and 1998, respectively, but sales made in yen accounted for less than 4%
of sales for each of the last three years. An appreciation of yen against the
U.S. dollar would increase our expenses when translated into U.S. dollars and
would adversely affect profit margins unless our customers permit us to increase
our selling prices to compensate for the depreciation. Even if our customers do
permit an increase, it may not be timely enough to overcome the adverse affect
we suffer in a particular period and could result in our customers demanding a
decrease in our selling prices in the event of a depreciation of the yen.
Approximately 12.9% and 21.5% of our expenses were in Chinese renminbi
and Hong Kong dollars, respectively, in 2000. We have no revenues in yuan to
offset these yuan expenses and our revenues in Hong Kong dollars were only 3.7%
our total sales during 2000. An appreciation of the renminbi or Hong Kong dollar
against the U.S. dollar would increase our expenses when translated into U.S.
dollars and could adversely affect profit margins. Devaluation in the renminbi
or Hong Kong dollar would decrease expenses. Although we may initially benefit
from such devaluations through their effect of reducing expenses when translated
into U.S. dollars, such benefits could be outweighed if it causes a
destabilizing downturn in the economy of China or Hong Kong, creates serious
domestic problems in China, increases borrowing costs, or creates other problems
adversely affecting our business.
WE HAVE SUFFERED LOSSES FROM HEDGING AGAINST OUR CURRENCY EXCHANGE RISK.
FROM TIME TO TIME, WE HAVE ATTEMPTED TO HEDGE OUR CURRENCY EXCHANGE RISK. During
2000, 1999 and 1998, we have recorded charges of $304,000, $566,000 and $840,000
on the write-off of option premiums purchased as a hedge against the
appreciation of the Japanese yen and the decline of the Hong Kong dollar
respectively. We may suffer losses in the future as a result of currency
hedging.
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 in these Southeast
Asian countries could render our
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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. 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 HAVE NO LONG-TERM CONTRACTS TO OBTAIN COMPONENTS AND OUR PROFIT MARGINS AND
NET INCOME COULD SUFFER FROM INCREASES IN COMPONENT PRICES.
A substantial amount of our net sales are derived from turnkey
manufacturing for which we are responsible for purchasing components used in
manufacturing products for our customers. We generally do not have long-term
agreements with suppliers of components. This typically results in our bearing
the risk of component price increases because we may be unable to procure the
required materials at a price level necessary to generate anticipated margins
from the orders of our customers. Accordingly, increases in component prices
could seriously harm our gross margins and operating results.
WE MAY LOSE SALES IF SUPPLIERS OF NEEDED COMPONENTS FAIL TO MEET OUR NEEDS.
At various times, there have been shortages of some of the electronic
components that we use, and suppliers of some components have lacked sufficient
capacity to meet the demand for these components. In some cases, supply
shortages and delays in deliveries of particular components resulted in
curtailed production, or delays in production, of assemblies using that
component, which contributed to an increase in our inventory levels and
reduction in our sales margins. We expect that shortages and delays in
deliveries of some components will continue. If we are unable to obtain
sufficient components on a timely basis, we may experience manufacturing and
shipping delays, which could harm our relationships with current or prospective
customers and reduce our sales.
OUR RESULTS COULD BE HARMED IF WE HAVE TO COMPLY WITH NEW ENVIRONMENTAL
REGULATIONS.
Our operations create small amounts of environmentally sensitive waste
that may increase in the future depending on the nature of our manufacturing
operations. The general issue of the disposal of hazardous waste has received
increasing focus from national, state, local, and international governments and
agencies and has been subject to increasing regulation. Our results of
operations could be adversely affected if we were required to increase
expenditures to comply with new environmental regulations affecting our
operations.
FACTORS AFFECTING THE ELECTRONICS INDUSTRY IN GENERAL AND OUR CUSTOMERS IN
PARTICULAR COULD HARM OUR OPERATIONS.
Most of our sales are to customers in the electronics industry, which is
subject to rapid technological change and product obsolescence. The factors
affecting the electronics industry in general, or any of our major customers or
competitors in particular, could have a material adverse effect on our results
of operations. Our success will depend to a significant extent on the
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success achieved by our customers in developing and marketing their products,
some of which may be new and untested. If our customers' products become
obsolete or fail to gain widespread commercial acceptance, our business may
suffer.
WE ARE EXPOSED TO GENERAL ECONOMIC CONDITIONS. WE EXPECT THE CURRENT SLOWDOWN IN
THE CONTRACT MANUFACTURING INDUSTRY TO AFFECT OUR BUSINESS AND NET INCOME
ADVERSELY.
As a result of recent unfavorable economic conditions and reduced
capital spending, sales to OEMs in the electronics industry were impacted during
the last quarter of 2000 and appear to be similarly impacted in the first
quarter of 2001. The contract manufacturing industry is currently in an economic
slowdown with an uncertain outlook. Some of the major contract manufacturers in
the United States have announced job reductions aimed at reducing costs and most
Wall Street analysts have reduced earnings and revenue estimates across the
entire contract-manufacturing sector. We have felt the slowdown in our business.
High customer inventory levels have resulted in the delay and cancellation of
orders for calculators, personal organizers, linguistic products and
rechargeable battery packs. As a result of order cancellations we expect to
write off inventory, which will adversely impact our net income in 2001. If the
economic conditions in the United States or Asia worsen generally or in the
electronics and contract manufacturing businesses particularly, or if a wider or
global economic slowdown occurs, we may experience a material adverse impact on
our business, operating results, and financial condition.
FUTURE HARM COULD RESULT FROM ADDITIONAL ACQUISITIONS.
An important element of our strategy is to review acquisition prospects
that would complement our existing companies and products, augment our market
coverage and distribution ability or enhance our technological capabilities.
Future acquisitions could have a material adverse effect on our
business, financial condition and results of operations because of the
- possible charges to operations for purchased technology and
restructuring
- potentially dilutive issuances of equity securities,
- incurrence of debt and contingent liabilities;
- incurrence of amortization expenses related to goodwill and other
intangible assets,
- difficulties assimilating the acquired operations, technologies and
products,
- diversion of management's attention to other business concerns,
- risks of entering markets in which we have no or limited prior
experience,
- potential loss of key employees of acquired organizations, and
- difficulties in honoring commitments made to customers by management of
the acquired entity prior to the acquisition.
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We can give no assurance as to whether we can successfully integrate the
companies, products, technologies or personnel of any business that we might
acquire in the future.
POLITICAL INSTABILITY, AND CHANGES IN IMPORT/EXPORT REGULATIONS, TARIFFS AND
FREIGHT RATES IN COUNTRIES OTHER THAN CHINA WHERE WE DO BUSINESS COULD CAUSE OUR
PROFIT MARGINS TO DECLINE.
We sell our products to customers in the United States, Japan, Europe
and Hong Kong. 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 components that we use to manufacture our products more
expensive.
THE MARKET PRICE OF OUR SHARES MAY BE HIGHLY VOLATILE.
The markets for equity securities have been volatile and the price of
our common shares has been and could continue to be subject to wide fluctuations
in response to quarter to quarter variations in operating results, news
announcements, trading volume, sales of common shares by officers, directors and
our principal shareholders, news issued from affiliated companies, customers,
suppliers or other publicly traded companies, general market trends both
domestically and internationally, currency movements and interest rate
fluctuations. Certain events, such as the issuance of common shares upon the
exercise of our publicly traded warrants or other outstanding stock options
could also adversely affect the prevailing market price of our common shares.
SALES OF SUBSTANTIAL AMOUNTS OF OUR SHARES BY I.A.T. REINSURANCE SYNDICATE LTD.
COULD CAUSE THE MARKET PRICE OF OUR SHARES TO DECLINE.
I.A.T. Reinsurance Syndicate Ltd. is offering for resale under this
prospectus 300,000 of our common shares. This represents approximately 3% 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 affect the market price of our shares.
THE CONCENTRATION OF SHARE OWNERSHIP IN OUR SENIOR MANAGEMENT ALLOWS THEM TO
CONTROL OR SUBSTANTIALLY INFLUENCE THE OUTCOME OF MATTERS REQUIRING SHAREHOLDER
APPROVAL.
Members of our management and board as a group beneficially owned more
than 50.3% of our outstanding shares at February 28, 2001. As a result, acting
together they may be able to control, and they can 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 preventing a change in control of Nam
Tai, or causing a change in control of Nam Tai that may not be favored by our
other shareholders.
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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 such, we are exempt from certain
provisions applicable to United States public companies including:
- 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;
- the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect to a security
registered under the Exchange Act;
- 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.
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ENFORCEABILITY OF CIVIL LIABILITIES
Nam Tai is a British Virgin Islands holding corporation having its
principal executive offices and principally administering its businesses in Hong
Kong. Nam Tai 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
Nam Tai 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 Nam Tai'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 Nam Tai 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 Nam Tai 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 Nam Tai 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.
Nam Tai has been advised by Charles Chu, Kenneth Sit & Wu, its Hong Kong
counsel, and by McW. Todman & Co., 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:
- the judgment is for a liquidated amount in a civil matter;
- the judgment is final and conclusive and has not been stayed or
satisfied in full;
- 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);
- the judgment was not obtained by actual or constructive fraud or
duress;
- 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;
- the proceedings in which the judgment was obtained were not contrary
to natural justice (i.e., the concept of fair adjudication);
- 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:
- the person against whom the judgment is given is subject to the
jurisdiction of the Hong Kong or the British Virgin Islands court;
and
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- the judgment is not on a claim for contribution in respect of damages
awarded by a judgment which does not satisfy the criteria stated
previously.
Enforcement of a foreign judgment in Hong Kong or the British Virgin
Islands may also be limited or affected by applicable
- bankruptcy,
- insolvency,
- liquidation,
- arrangement,
- moratorium or similar laws relating to or affecting creditors' rights
generally, and 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.
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SELLING SHAREHOLDER
The following table sets forth certain information regarding the
beneficial ownership of shares of common stock by the selling shareholder as of
March 15, 2001. 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 Nam Tai by the selling shareholder. The term "selling
stockholder" includes any assignee, pledgee or other transferee of the shares
covered by this prospectus. 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.
PERCENT
OF OUT-
STANDING
NUMBER OF SHARES
SHARES NUMBER OF TO BE
BENEFICIALLY SHARES OWNED
OWNED BEING UPON
PRIOR TO OFFERED BY COMPLETION
THIS THE SELLING OF
NAME AND ADDRESS OF SELLING STOCKHOLDER OFFERING STOCKHOLDERS OFFERING
------------------------------------------ ----------- ------------ ----------
I.A.T. Reinsurance Syndicate Ltd./
Peter R. Kellogg (1)
120 Broadway
New York, New York 10271 1,452,600(2) 300,000(2) 11.0%(3)
- -------------
(1) All shares (and the warrant referred to in the footnotes below) are owned
of record by I.A.T. Reinsurance Syndicate Ltd. According to Mr. Kellogg's
Schedule 13G filed with the SEC on February 9, 2001, I.A.T. Reinsurance
Syndicate Ltd. is a Bermuda corporation of which Mr. Kellogg is the sole
holder of voting stock. Mr. Kellogg says he has sole dispositive and voting
power with respect to the shares of common stock owned by I.A.T. Thus, Mr.
Kellogg is deemed the beneficial owner of the shares under Rules and
Regulations of the SEC. Mr. Kellogg is a member of our board of directors.
(2) Includes 300,000 shares issuable upon exercise of a warrant. Under the
Rules and Regulations of the SEC, shares with may be acquired within 60
days are deemed beneficially owned. The selling shareholder acquired the
warrant exercisable into the shares it is offering by this prospectus in
2001 in a private transaction from National Securities Corporation.
National Securities Corporation received the warrant in October 1998 for
financial consulting services rendered to us. The warrant is exercisable at
$10.25 per share at any time from October 5, 1998 until October 4, 2001. At
the time we issued the warrant to National Securities Corporation, we
agreed that if the holder made demand between January 1 to March 31 of any
year, we would file a registration statement with the SEC to register the
shares underlying the warrant by May 30 of that year and use our best
efforts to have that registration statement declared effective by July 29
of that year. We have filed the registration statement of which this
prospectus is a part pursuant to the demand that we do so by the selling
stockholder, which we received on March 12, 2001.
(3) Based on 10,218,340 shares outstanding and assumes all 300,000 shares
underlying the warrant are sold.
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DESCRIPTION OF COMMON SHARES
Our authorized capital consists of 20,000,000 common shares, $0.01 par
value per share, of which 10,218,340 common shares were outstanding on February
28, 2001.
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. 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 Nam Tai, including a tender offer to purchase our common shares at a
premium over the then current market price.
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PLAN OF DISTRIBUTION
We are registering the common shares covered by this prospectus for
I.A.T Reinsurance Syndicate Ltd., 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 its
common shares through:
- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- 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:
- enter into transactions involving short sales of the common shares by
broker-dealers;
- sell common shares short themselves and deliver the shares to close out
their short positions;
- enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer, who
will then resell or transfer the common shares under this prospectus; or
- loan or pledge the common shares 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 the 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, Nam Tai 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,
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dealers or agents, any discounts, commissions and other items constituting
compensation from 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.
Nam Tai will not receive any of the proceeds from any sale of the shares
by the selling shareholder.
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LEGAL MATTERS
The validity of the common shares offered by this prospectus has been
passed upon for Nam Tai by McW. Todman & Co., Tortola, British Virgin Islands..
EXPERTS
The financial statements incorporated in this prospectus by reference
from the Annual Report on Form 20-F of Nam Tai Electronics, Inc. for the year
ended December 31, 2000 have been audited by Deloitte Touche Tohmatsu,
independent accountants, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
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
thereto. No director or officer is liable for any loss, damage or misfortune
that may have been incurred by us 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 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
Nam Tai 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.
ADDITIONAL INFORMATION
We have filed Registration Statements under the Securities Act with
respect to the shares being offered by this prospectus with the Securities and
Exchange Commission. This prospectus does not contain all the information set
forth in the Registration Statements, certain portions of which have been
omitted as permitted by the rules and regulations of the SEC. For further
information with respect to the exhibits thereto, copies of which may be
obtained upon payment prescribed fees or examined without charge at the SEC's
principal office in Washington, D.C.
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 Nam Tai. 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.
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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, Nam Tai may indemnify a director or officer out of the assets of
Nam Tai 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 Nam Tai 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 the Company
and except for his own willful misconduct or negligence.
ITEM 9. EXHIBITS.
4.1 Form of Common Share Certificate (incorporated by reference to Exhibit
4.4 of Amendment No. 1 to Nam Tai's Registration Statement on Form F-3
filed with the SEC on October 21, 1997).
5.1 Opinion of McW. Todman & Co. as to the legality of the common shares
offered;
23.1 Independent Auditors' Consent
23.2 Consent of McW. Todman & Co. (included in Exhibit 5.1)
23.3 Consent of Charles Chu, Kenneth Sit & Wu
24 Power of Attorney (included on signature page)
ITEM 10. UNDERTAKINGS.
Nam Tai 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 of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(c) 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
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relating to the securities offered thereon, 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Nam Tai pursuant to the provisions described under Item 14 above, or otherwise,
Nam Tai 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 Nam Tai of expenses incurred
or paid by a director, officer or controlling person of Nam Tai 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, Nam Tai 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.
Nam Tai hereby undertakes to deliver of cause to be delivered with
prospectus, to each person to which the prospectus is sent or given, its latest
filing on Form F-3.
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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 F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong on the 2nd day of April, 2001
NAM TAI ELECTRONICS, INC.
By: /s/ Ming Kown Koo
-------------------------------
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
Shigeru Takizawa (Principal Executive Officer) April 6, 2001
/s/ Tadao Murakami
- ------------------------
Tadao Murakami Director April 6, 2001
/s/ M. K. Koo
- ------------------------ Principal Financial and Accounting
M. K. Koo Officer and a Director April 6, 2001
/s/ Charles Chu
- ------------------------
Charles Chu Director April 6, 2001
/s/ Peter R. Kellogg
- ------------------------
Peter R. Kellogg Director April 6, 2001
/s/ Stephen Seung
- ------------------------
Stephen Seung Director and United States Representative April 6, 2001
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