1 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 the month of July 18 and July 24, 1996 NAM TAI ELECTRONICS, INC. (Registrant's name in English) Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands (Address of principal executive offices) 2 NAM TAI ELECTRONICS, INC. CONTACT: WENDY L. WISEMAN CORPORATE OFFICE: P.R. SECRETARY SUITE 530 - 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 NEWS RELEASE NAM TAI ELECTRONICS, INC. ANNOUNCES ADVANCED GRAVIS INVESTMENT NOT TO PROCEED VANCOUVER, CANADA July 18, 1996 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NMS Symbol: NTAIF) today announced that certain conditions precedent to its investment in Advanced Gravis Computer Technology Ltd. ("Advanced Gravis") were not fulfilled to the satisfaction of Nam Tai and that Nam Tai does not intend to proceed with the investment. On June 17, 1996, Nam Tai announced that it had entered into a letter of intent with Advanced Gravis whereby it was proposed that Nam Tai purchase between 25% and 30% of the shares outstanding (35% to 45% fully diluted) in Advanced Gravis by way of private placement. The proposed investment was subject to the satisfaction of certain conditions including the approval of Nam Tai's Board of Directors. Nam Tai had until July 26, 1996 to notify Advanced Gravis of satisfaction of its conditions in order for the investment to proceed. "The proposed investment will not proceed but Nam Tai intends to pursue other acquisition opportunities in the consumer electronics industry to expand its product lines and add new customers, particularly in North America," commented Mr. M.K. Koo, Chairman of Nam Tai. Release of Second Quarter Financial Results The Company also announced it intends to release its financial results for the second quarter ended June 30, 1996 following the close of market on Wednesday, July 24, 1996. Nam Tai is registered in the British Virgin Islands and maintains offices in Hong Kong and Vancouver, Canada. It designs, develops, manufactures, assembles and sells consumer electronic products manufactured by it in the People's Republic of China at its ISO 9001 certified operations. The Company's products include personal organizers, spell checkers, dictionaries, LCD modules, IC card readers and calculators. To position itself to manufacture more sophisticated products, the Company has made advances in the use of COB, SMT, TAB, OLB and FPHS technologies. The Company's customers include Canon, Casio, Citizen, Matsushita Battery, Nintendo (which orders through Sharp), Optrex, Radio Shack, Sanyo Electric, Seiko Instruments, Sharp and Texas Instruments. -end- 3 NAM TAI ELECTRONICS, INC. CONTACT: WENDY L. WISEMAN CORPORATE OFFICE: P.R. SECRETARY SUITE 530 - 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 NEWS RELEASE NAM TAI ELECTRONICS, INC. ANNOUNCES SECOND QUARTER 1996 RESULTS: WEAKER RESULTS IN LINE WITH EXPECTATIONS VANCOUVER, CANADA July 24, 1996 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NMS Symbol: NTAIF) today announced unaudited results for the second quarter ended June 30, 1996. Sales for the second quarter ended June 30, 1996 decreased by 17% to $24,885,000 from $30,065,000 for the second quarter of 1995. Operating income for the second quarter of 1996 decreased by 58% to $1,201,000 from $2,880,000 for the prior year period. Net income for the period decreased by 56% to $1,409,000 from $3,210,000 for 1995. Earnings per share for the second quarter of 1996 decreased to $0.17 per share from $0.39 per share for the prior year period. Net sales for the six months ended June 30, 1996 decreased by 4% to $50,242,000 from $52,508,000 for the first six months of 1995. Operating income for the first six months of 1996 decreased by 29% to $3,208,000 from $4,489,000 for the prior year period. Net income for the period decreased by 21% to $3,742,000 from $4,766,000 for 1995. Earnings per share for the first six months of 1996 decreased to $0.46 per share from $0.58 per share for the prior year period. The Company previously announced its expectation that the second quarter 1996 results would be less than the comparable period in 1995. Strong sales demand during the second quarter of 1995 in combination with weakness in the second quarter of 1996 resulted in the comparative results. In addition, expenses associated with the start-up and operation of the new facility in Shenzhen were incurred. "Nam Tai remains profitable and the reported results are in line with our expectations. World-wide market conditions have weakened, and although we expect increasing sales through the third and fourth quarters, we must work hard to achieve total sales at or above 1995," commented Mr. M.K. Koo, Chairman of Nam Tai. "We have now begun to utilize the new factory complex which is a valuable addition to our Company and expect to require the additional available capacity as industry conditions improve," he commented. The new plant facility was officially opened on May 16, 1996. The existing building will be renovated following transfer of operations to the new facility and additional capacity is anticipated to be required prior to year-end. The annual general meeting of Nam Tai was held on June 20, 1996 in New York. At the meeting an annual dividend of $0.03 per share was announced, an increase of 100% over the dividend announced for the prior year. It was also announced that the Company intends to adopt the policy of increasing its dividend on a year by year basis over the next several years to a level consistent with other established corporations, following which it will increase its dividend annually on a basis consistent with the Company's growth in sales and net income. Nam Tai also announced on June 17, 1996 that it had entered into a letter of intent for the purchase of approximately 27% of the shares outstanding (35% to 45% fully diluted) of Advanced Gravis Computer Technology Ltd. ("Advanced Gravis") by way of private placement. On July 18, 1996, Nam Tai announced that certain conditions precedent to its investment were not fulfilled to the satisfaction of Nam Tai and that Nam Tai did not intend to proceed with the 4 investment. The Company intends to pursue appropriate acquisition opportunities such as this to expand its product lines and add new customers, particularly in North America. Nam Tai is registered in the British Virgin Islands and maintains offices in Hong Kong and Vancouver, Canada. It designs, develops, manufactures, assembles and sells consumer electronic products manufactured by it in the People's Republic of China at its ISO 9001 certified operations. The Company's products include personal organizers, spell checkers, dictionaries, LCD modules, IC card readers and calculators. To position itself to manufacture more sophisticated products, the Company has made advances in the use of COB, SMT, TAB, OLB and FPHS technologies. The Company's customers include Canon, Casio, Citizen, Matsushita Battery, Nintendo (which orders through Sharp), Optrex, Radio Shack, Sanyo Electric, Seiko Instruments, Sharp and Texas Instruments. -more- 5 NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) FOR THE PERIOD ENDED JUNE 30, 1996 AND 1995 (In Thousands of U.S. Dollars except per share data) Three Months ended Six Months ended June 30, June 30, 1996 1995 1996 1995 ---- ---- ---- ---- Net sales $ 24,885 $ 30,065 $ 50,242 $ 52,508 Cost of sales 19,978 24,078 40,299 42,265 ----------- ----------- ----------- ----------- Gross profit 4,907 5,987 9,943 10,243 ----------- ----------- ----------- ----------- Costs and expenses Selling, general and administrative expenses 3,448 2,971 6,323 5,525 Research and development expenses 258 136 412 229 ----------- ----------- ----------- ----------- 3,706 3,107 6,735 5,754 ----------- ----------- ----------- ----------- Income from operations 1,201 2,880 3,208 4,489 (Loss) gain on disposal of fixed assets -- (7) -- (33) Other income - net 250 435 617 458 Interest expense (18) (39) (19) (58) ----------- ----------- ----------- ----------- Income from consolidated companies before income taxes and minority interest 1,433 3,269 3,806 4,856 Income tax recovery (expense) (24) (59) (64) (90) ----------- ----------- ----------- ----------- Net income $ 1,409 $ 3,210 $ 3,742 $ 4,766 =========== =========== =========== =========== Earnings per share $ 0.17 $ 0.39 $ 0.46 $ 0.58 =========== =========== =========== =========== Weighted average common shares outstanding and common stock equivalents 8,241,218 8,124,661 8,212,954 8,120,864 =========== =========== =========== =========== 6 NAM TAI ELECTRONICS, INC. CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 1996 AND DECEMBER 31, 1995 (In Thousands of U.S. Dollars) June 30, December 31, 1996 1995 -------- ------------ ASSETS (unaudited) Current assets: Cash and cash equivalents $ 1,670 $ 10,927 Term deposits 15,191 6,435 Accounts receivable 13,881 17,699 Inventories 9,091 10,425 Prepaid expenses and deposits 5,325 1,525 -------- -------- Total current assets 45,158 47,011 -------- -------- Long term investment 3,931 3,931 Property, plant and equipment, at cost 40,747 35,365 Less: accumulated depreciation and amortization (9,106) (7,730) -------- -------- 31,641 27,635 -------- -------- Other assets 821 704 -------- -------- Total assets $ 81,551 $ 79,281 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term bank borrowings -- 273 Notes payable 5,574 5,320 Accounts payable and accrued expenses 11,642 13,408 Dividend payable 243 -- Income taxes payable 124 107 -------- -------- Total liabilities 17,583 19,108 -------- -------- Shareholders' equity: Common stock 81 80 Additional paid-in capital 28,572 28,182 Stock option grants 371 467 Retained earnings 34,916 31,417 Foreign currency translation adjustment 28 27 -------- -------- Total shareholders' equity 63,968 60,173 -------- -------- Total liabilities and shareholders' equity $ 81,551 $ 79,281 ======== ======== 7 The Registrant hereby incorporates this Report on Form 6-K into its Registration Statement on Form F-3 (Registration No. 33-91553). 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. by (Sd.) Koo Ming Kown ----------------------- Koo Ming Kown Chairman Date: July 29, 1996