SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): December 16, 2002
S.W. LAM, INC.
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(Exact name of Registrant as specified in its charter)
0-22049
(Commission file number)
Nevada 62-1563911
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation)
2nd Floor, Kaiser Estate, Phase II
28 Man Lok Street, Hunghom, Hong Kong
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(Address of principal executive offices) (Zip code)
(852) 2766 3688
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5.Other Events and Regulation FD Disclosure
On December 12, 2002, Hang Fung Gold Technology Limited ("Hang Fung
Gold") and New Epoch Holdings International Limited ("NEH") entered into an
agreement pursuant to which Hang Fung Gold conditionally agreed to repurchase,
and NEH conditionally agreed to sell, 700,000,000 shares of common stock (the
"Repurchased Shares") of Hang Fung Gold held by NEH. As consideration for the
transfer of the Repurchased Shares, Hang Fung Gold agreed to transfer to NEH (1)
all shares of New Epoch Information (BVI) Company Limited ("NEI") held by Hang
Fung Gold (being 49.9% of the outstanding shares of NEI), and (2) all right,
title and interest under a Facility Agreement pursuant to which Hang Fung Gold
initially loaned to NEI HK$50 million.
Hang Fung Gold is an affiliate of S.W. Lam through which the principal
operations of S.W. Lam are conducted.
The foregoing transactions are subject to approval by a three-fourths
vote of the disinterested shareholders of Hang Fung Gold. A special shareholders
meeting will be called for the purpose of voting on the transaction. Following
the transactions above, assuming approval of the same by the shareholders, S.W.
Lam's ownership interest in Hang Fung Gold will increase from approximately
31.06% to 35.69% and S.W. Lam and Hang Fung Gold will have no continuing
ownership interest, either direct or indirect, in NEI.
On December 16, 2002, Hang Fung Gold issued a press release in Hong
Kong disclosing the transactions discussed above. The referenced press release
is furnished herewith pursuant to Regulation FD.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press release, dated December 16, 2002,
of Hang Fung Gold Technology Limited
SIGNATURES
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 hereunto duly authorized.
S.W. LAM, INC.
December 16, 2002 By: /s/ Lam Sai Wing
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Lam Sai Wing
President and
Chief Executive Officer