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As filed with the Securities and Exchange Commission on May 23, 1997
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 of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1993 STOCK OPTION PLAN
(Full Title of Plan)
Unit 9, 15/F., Tower 1
China Hong Kong City, 33 Canton Road
TST, 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.
Freshman, Marantz, Orlanski,
Cooper & Klein
9100 Wilshire Boulevard, 8-East
Beverly Hills, California 90212-3480
(310) 273-1870
Fax: (310) 274-8357
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities Registered Share (1) Price (1) Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Shares $0.01
par value 350,000 shares $13.1875 $4,615,625 $1,398.67
- -------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h)(1).
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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, 1996.
(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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
Exhibit
Numbers
4.1 1993 Stock Option Plan Option, as amended, and Form of Stock Option
Agreement thereunder.
5 Opinion of Harney Westwood & Riegels
23.1 Consent of Harney Westwood & Riegels (included in Exhibit 5)
23.2 Consent of Price Waterhouse.
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 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
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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 the City of Vancouver, British Columbia, Canada, on the 21st day
of April 1997.
NAM TAI ELECTRONICS, INC.
By: /s/ M. K. Koo
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M.K. KOO
Chairman of the Board
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.
/s/ M.K. Koo Chairman of the Board and a
- -------------------------- Director
M.K. Koo (Principal Executive Officer) April 21, 1997
/s/ Tadao Murakami Chief Executive Officer, Vice-
- -------------------------- Chairman and Director April 21, 1997
Tadao Murakami
/s/ Ronald G. Erdman Chief Financial Officer,
- -------------------------- Secretary and Director
Ronald G. Erdman (Principal Financial Officer) April 21, 1997
/s/ Charles Chu Director
- -------------------------
Charles Chu April 21, 1997
/s/ Stephen Seung United States Representative
- ------------------------- and Director
Stephen Seung April 21, 1997
/s/ Robert McNamara Director
- ------------------------
Robert McNamara April 21, 1997
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EXHIBIT INDEX
Exhibit
Number
4.1 1993 Incentive Stock Option Plan, as amended, and Form of Stock
Option Agreement thereunder
5 Opinion of Harney Westwood & Riegels
23.1 Consent of Harney Westwood & Riegels (included in Exhibit 5)
23.2 Consent of Price Waterhouse.