UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended June 30, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-29332
PEAK INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Incorporated in Bermuda with limited liability None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
44091 Nobel Drive, P.O.Box 1767, Fremont, California 94538
(Address of principal executive officer) (Zip Code)
(510) 449-0100
(Registrant's telephone number)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 24, 2001.
Class Outstanding at July 24, 2001
----------------------------- ----------------------------
Common Stock, $0.01 Par Value 12,985,591
----------------------------- ----------------------------
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations
(in thousands, except per share data)
Three Months Ended
June 30,
-------------------------------------------------
2001 2000
------------------------- ----------------------
(Unaudited) (Unaudited)
Net Sales:
- Third parties........................... $ 10,737 $ 20,383
- Related companies....................... 658 1,915
---------- ----------
11,395 22,298
Cost of Goods Sold........................... 9,156 12,601
---------- ----------
Gross Profit................................. 2,239 9,697
General and Administrative................... 2,523 2,793
Research and Development..................... 52 29
Selling and Marketing........................ 2,131 2,573
---------- ----------
Operating (Loss) Income...................... (2,467) 4,302
Other (Expenses) Income - net................ (92) 87
Interest Income.............................. 290 276
---------- ----------
(Loss) Income Before Tax..................... (2,269) 4,665
Taxation..................................... (78) 400
---------- ----------
NET (LOSS) INCOME............................ $ (2,191) $ 4,265
========== ==========
(LOSS) EARNINGS PER SHARE
- Basic................................... $ (0.16) $ 0.31
- Diluted................................. $ (0.16) $ 0.30
Weighted Average Number of Shares
- Basic................................... 13,358 13,743
- Diluted................................. 13,358 14,075
See notes to consolidated financial statements.
1
Consolidated Balance Sheets
(in thousands)
June 30, 2001 March 31, 2001
------------------------- ---------------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents......................... $ 29,774 $ 33,901
Accounts receivable - net of allowance for doubtful
accounts of $320 at June 30, 2001 and $344 at
March 31, 2001................................... 8,165 9,348
Inventories - net................................. 15,683 16,327
Other receivables, deposits
and prepayments.................................. 1,217 1,214
Income tax receivable............................. 146 147
Amounts due from related companies................ 582 589
------------ -----------
Total Current Assets........................... 55,567 61,526
------------ -----------
Deposits for Acquisition of Property, Plant and Equipment..... 141 115
Property, Plant and Equipment - net................. 55,527 56,700
------------ -----------
TOTAL............................................... $111,235 $118,341
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable:
- Trade.......................................... $ 2,329 $ 2,744
- Property, plant and equipment.................. 690 1,072
Accrued payroll and employee benefits............. 954 829
Accrued other expenses............................ 1,353 1,366
Income tax payable................................ 5,084 5,088
------------ -----------
Total Current Liabilities...................... 10,410 11,099
Deferred Income Taxes............................... 2,296 2,370
------------ -----------
Total Liabilities................................. 12,706 13,469
------------ -----------
Commitments and Contingencies (note 8)
Stockholders' Equity:
Share capital..................................... 130 136
Additional paid-in capital........................ 29,984 34,224
Retained earnings................................. 69,513 71,704
Accumulated other comprehensive loss.............. (1,098) (1,192)
------------ -----------
Total stockholders' equity..................... 98,529 104,872
------------ -----------
TOTAL............................................... $111,235 $118,341
============ ===========
See notes to consolidated financial statements
2
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
June 30,
--------------------------------------------------------
2001 2000
----------------------------- -------------------------
(Unaudited) (Unaudited)
Operating activities:
Net (loss) income: $(2,191) $ 4,265
Adjustments to reconcile net (loss) income to net cash provided
by operating activities:
Depreciation and amortization.......................... 1,529 1,362
Deferred income taxes.................................. (74) 42
Gain (Loss) on disposal/write-off of property,
plant and equipment.................................. 17 (20)
Provision for bad debts................................ (24) (18)
Changes in operating assets and liabilities:
Accounts receivables................................... 1,207 (67)
Inventories............................................ 644 3,557
Other receivables, deposits and prepayments............ (3) (244)
Income tax receivable.................................. 1 (136)
Amounts due from related companies..................... 7 (97)
Accounts payable - trade............................... (415) (819)
Accrued payroll and other liabilities.................. 112 156
Income tax payable..................................... (4) 349
------- -------
Net cash provided by operating activities........... 806 8,330
------- -------
Investing activities:
Proceeds on sale of plant and equipment................ 0 112
Acquisition of property, plant and equipment........... (751) (1,610)
Increase in deposits for acquisition of property,
plant and equipment.................................. (26) (512)
------- -------
Net cash used in investing activities............... (777) (2,010)
------- -------
Financing activities:
Increase in bank borrowings............................ 0 182
Payment for share / TrENDS buyback..................... (4,396) 0
Proceeds from issue of common stock.................... 150 165
------- -------
Net cash (used in) provided by financing
activities...................................... (4,246) 347
------- -------
Net (decrease) increase in cash and cash equivalents..... (4,217) 6,667
Cash and cash equivalents at beginning of period......... 33,901 18,667
Effects of exchange rate changes on cash and cash
equivalents.......................................... 90 0
------- -------
Cash and cash equivalents at end of period............... $29,774 $25,334
------- -------
Supplemental cash flow information:
Cash paid during period
Interest............................................ $ 0 $ 0
Income taxes........................................ 0 145
======= =======
See notes to consolidated financial statements.
3
Notes to Consolidated Financial Statements
(in thousands, except share data)
1) Organization and basis of presentation
Peak International Limited (the "Company") was incorporated as an exempted
company with limited liability in Bermuda under the Companies Act 1981 of
Bermuda (as amended) on January 3, 1997. The subsidiaries of the Company
are principally engaged in the manufacture and sale of precision engineered
packaging products, such as matrix trays, shipping tubes, reels and carrier
tape, leadframe boxes and interleaves used in the storage and
transportation of semiconductor devices and other electronic components.
The Company's principal production facilities are located in the People's
Republic of China and the Company maintains sales offices in Hong Kong, the
United States of America, Singapore, Malaysia, Taiwan, and the Philippines.
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
and include the accounts of the Company and its subsidiaries. All
significant intra-group balances and transactions have been eliminated on
consolidation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect reported amounts of certain assets, liabilities,
revenues and expenses as of and for the reporting periods. Actual results
could differ from those estimates. Differences from those estimates are
reported in the period they become known.
The unaudited consolidated financial statements reflect all adjustments
(including normal recurring adjustments) which in the opinion of management
are required for a fair presentation of the Company's interim results. The
results for interim periods are not necessarily indicative of the results
that may be achieved in the entire year.
Certain amounts in the prior period have been reclassified to conform with
the current period's presentation.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133, as amended,
is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. SFAS No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designed as part
of a hedge transaction and, if it is, the type of hedge transaction. The
Company considers that the adoption of SFAS No. 133 on April 1, 2001 did
not have a significant impact on its consolidated financial statements or
business practices.
These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto contained in the Company's Annual Report on Form 10K for the year
ended March 31, 2001.
Deloitte Touche Tohmatsu, the Company's independent accountants, have
performed a review of the financial information included herein. Their
report on such review accompanies this filing.
4
2) Inventories
June 30, 2001 March 31, 2001
---------------- ----------------
(Unaudited)
Raw materials...................... $ 8,439 $ 8,589
Finished goods..................... 7,244 7,738
------------- -----------
$ 15,683 $ 16,327
============= ===========
3) Statements of Comprehensive (Loss) Income
Three Months Ended
June 30,
------------------------------------
2001 2000
------------------ ----------------
(Unaudited) (Unaudited)
Net (Loss) Income............................................ $ (2,191) $ 4,265
Foreign currency translation adjustment...................... 94 0
------------ -----------
Comprehensive (Loss) Income.................................. $ (2,097) $ 4,265
============ ===========
4) Stock Options
Option activity relating to the Company's stock option plan is
summarized as follows (unaudited):
Weighted
average exercise
Number of price per share of
Shares outstanding options
--------- ---------------------
Outstanding at April 1, 2001................................. 2,498,593 $ 7.67
Exercised.................................................... (2,083) 5.38
Forfeited.................................................... (73,149) 8.09
---------
Outstanding at June 30, 2001................................. 2,423,361 7.66
=========
5) (Loss) Earnings Per Share
The following is a reconciliation of the numerator and the denominators of
the basic and diluted (loss) earnings per share:
Three Months Ended
June 30,
----------------------------------------
2001 2000
------------------ -------------------
(Unaudited) (Unaudited)
Net (Loss) Income (numerator)........................... $ (2,191) $ 4,265
------------- ----------
Shares - Weighted average (denominator) (in thousands)
Basic................................................... 13,358 13,743
Options................................................. 0 332
------------- ----------
Diluted................................................. 13,358 14,075
============= ==========
5
6) Employee Stock Purchase and Option Plans
During the quarter ended June 30, 2001 the Company issued 30,986 shares at
$4.488 to employees under the 1998 Employee Stock Purchase Plan.
7) Share Repurchase
The Board of Directors of the Company has authorized the repurchase by the
Company of up to $10 million of its common stock at prices not to exceed
150% of the company's net asset value per share. In the quarter ended June
30, 2001, the Company repurchased 194,668 shares at an average price of
$6.76. To date, the Company has spent approximately $2.5 million for common
stock repurchases. In addition, pursuant to authority granted by the Board
of Directors, the Company purchased 473,876 units of Trust Enhanced Dividend
Securities of Peak TrENDS Trust ("TrENDS") at an average price of $6.50 per
TrENDS through a tender offer. In May, 2001, the shares obtained as a result
of the automatic conversion of TrENDS into common shares were cancelled. The
Company engaged Tucker Anthony & Sutro for the repurchase activities in the
June 30, 2001 quarter.
8) Commitments and Contingencies
(a) Litigation
Please refer to "Part II: Other Information, Item 1. Legal Proceedings".
(b) Commitments
At June 30, 2001, the Company had no outstanding foreign currency exchange
contracts. At June 30, 2001, the Company had commitments for capital
expenditures of $4.2 million.
9) Segmental Information
Hong Kong United Other
& PRC States Asian countries Eliminations Consolidated
------------ --------- ----------------- -------------- --------------
Quarter ended June 30, 2001 (unaudited)
Net sales to third parties $ 7,092 $1,220 $2,425 $ 0 $10,737
Net sales to related companies 658 0 0 0 658
Transfer between geographic areas 3,677 0 362 (4,039) 0
------- ------ ------ ------- -------
Total net sales $11,427 $1,220 $2,787 $(4,039) $11,395
------- ------ ------ ------- -------
Loss before tax $(1,120) $ (632) $ (471) $ (46) $(2,269)
======= ====== ====== ======= =======
Quarter ended June 30, 2000 (unaudited)
Net sales to third parties $13,118 $2,985 $4,280 $ 0 $20,383
Net sales to related companies 1,915 0 0 0 1,915
Transfer between geographic areas 6,563 0 354 (6,917) 0
------- ------ ------ ------- -------
Total net sales $21,596 $2,985 $4,634 $(6,917) $22,298
------- ------ ------ ------- -------
Income (loss) before tax $ 4,817 $ (322) $ 61 $ 109 $ 4,665
======= ====== ====== ======= =======
6
To the Board of Directors of
Peak International Limited:
We have reviewed the accompanying consolidated balance sheet of Peak
International Limited and subsidiaries as of June 30, 2001, and the related
consolidated statements of operations and cash flows for the three months ended
June 30, 2001 and 2000. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of Peak
International Limited and subsidiaries as of March 31, 2001, and the related
consolidated statements of income and comprehensive income, shareholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated May 4, 2001, except for Note 17 to the financial statements, as
to which the date is May 11, 2001, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of March 31, 2001, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.
DELOITTE TOUCHE TOHMATSU
Hong Kong,
July 23, 2001
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The following discussion and analysis of financial condition and results of
operations is based upon and should be read in conjunction with the consolidated
financial statements of the Company and notes thereto included in this Report
and the Registrant's Annual Report on Form 10-K for the year ended March 31,
2001.
Forward-Looking Statements
Management's discussion and analysis of financial condition and results of
operations and other sections of this Report contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend for the forward-
looking statements to be covered by the safe harbor provisions for forward-
looking statements in these sections. All statements regarding the Company's
expected financial position, business and financing plans are forward-looking
statements. Such forward-looking statements are identified by use of forward-
looking words such as "anticipates," "believes," "plans," "estimates,"
"expects," and "intends" or words or phrases of similar expression. These
forward-looking statements are subject to various assumptions, risks and
uncertainties, including but not limited to, changes in political and economic
conditions, demand for the Company's products, acceptance of new products,
technology developments affecting the Company's products and to those discussed
in the Company's filings with the Securities and Exchange Commission.
Accordingly, actual results could differ materially from those contemplated by
the forward-looking statements.
Results of Operations
Net Sales. Net sales decreased by 48.9% to $11.4 million in Fiscal 1Q 2002 from
$22.3 million in Fiscal 1Q 2001. Net sales of trays decreased by 46.3% over the
period reflecting a 41.2% decrease in sales volume, and a 8.7% drop in average
realized sales price. Net sales of carrier tape decreased by 66.0% over the
period, driven by a 59.3% decrease in sales volume, and a 16.5% drop in average
realized sales price. Net sales for tubes decreased by 53.1% over the year.
Sales volume for tubes decreased by 50.4%, the average realized sales price of
tubes dropped 5.6% over the same period. The decrease in revenue reflected the
significant down turn in the business environment of the semiconductor industry.
Sales of disk drive trays made up 3.5% of our revenue for the quarter and
represented a nice addition to our revenue in this down market.
Gross Profit. Gross profit decreased by 76.9% to $2.2 million in Fiscal 1Q 2002
from $9.7 million in Fiscal 1Q 2001. Our gross margin dropped to 19.6% in Fiscal
1Q 2002 from 43.5% in Fiscal 1Q 2001. The drop in gross margin was mainly the
result of the drop in the average realize sales price of our products over the
period, and the cost of maintaining an under-utilized plant.
Income from Operations. Operating loss of $2.5 million was noted in Fiscal 1Q
2002 compared to an operating income of $4.3 million in Fiscal 1Q 2001. Our
operating margin dropped to -21.6% from 19.3%.
General and Administrative Expenses. General and administrative expenses
decreased by 9.7% to $2.5 million in Fiscal 1Q 2002 from $2.8 million in Fiscal
1Q 2001 mainly due to a reduction in legal expenses.
Selling and Marketing Expenses. Selling and marketing expenses decreased by
17.2% to $2.1 million in Fiscal 1Q 2002 from $2.6 million in Fiscal 1Q 2001,
primarily due to the reduction in freight and agency commissions as a result of
the drop in business.
8
Other income/expenses. This represents mostly realized and unrealized exchange
differences that the Company recorded during the period. Due to the strength of
the US Dollar in the current period compared to the same period last year, an
exchange loss of $0.1 million was recorded during the quarter against an
exchange gain of $0.1 million during the same quarter last year.
Interest Income. For the quarter under consideration, interest income increased
over the comparable period last year, primarily as a result of the increase in
bank deposit balance.
Net Income. A net loss of $2.2 million resulted for the fiscal quarter 1Q 2002,
compared to a net income of $4.3 million for the fiscal quarter 1Q 2001,
reflecting the effects of the foregoing factors.
Liquidity and Capital Resources
Our net cash provided by operating activities was $0.8 million in the three
months ended June 30, 2001, compared to $8.3 million in the three months ended
June 30, 2000. A total of $4.4 million was used for the repurchase of the
Company's common stock and TrENDS. We incurred capital expenditures of $0.8
million for the acquisition of new equipment in our current facility during the
three months ended June 30, 2001, compared with $1.6 million for the same period
last year. As of June 30, 2001, we had commitments for capital expenditures of
$4.2 million.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Bond (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" which
was adopted by the Company on April 1, 2001 the adoption of SFAS 33 did not have
a significant impact on the Company's consolidated financial statements or
business practices.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PVC Resin Price
PVC resin, the principal raw material used in the manufacture of tubes,
together with additives used in the manufacture of tubes accounted for 8.9% of
our total raw material costs for the three months ended June 30, 2001. While we
believe, principally as a result of increased production capacity by suppliers,
that a severe shortage in the supply of PVC resin is unlikely to occur in the
foreseeable future, there can be no assurance that such shortage will not occur.
Any price increases would result in higher costs, which could have a material
adverse effect on our results of operations and financial condition. We
currently maintain approximately two to three months' stock of PVC resin and
other raw materials used in our production processes, and increase such stock
when we believe prices are favorable. We do not, and do not intend to, enter
into future contracts or use any financial instruments to hedge our exposure to
fluctuations in the price of PVC resin or other raw materials used in our
production processes.
Currency Exchange Rate Fluctuations
Our sales are denominated primarily in US Dollars while our costs of goods
sold are generally incurred in US Dollars, Hong Kong Dollars and Renminbi, and
our operating expenses are generally denominated in Renminbi, Hong Kong Dollars,
US Dollars, New Taiwan Dollars, Malaysian Ringgits and the Philippine Peso. In
addition, a substantial portion of our capital expenditures, primarily for the
purchase of equipment, has been and is expected to continue to be denominated in
US Dollars and Japanese Yen. Consequently, a portion of our costs and operating
margins may be affected by fluctuations in exchange rates, primarily between the
US Dollar and other currencies. Our results of
9
operations and financial condition could be adversely affected by fluctuations
in currency exchange rates or the imposition of new or additional currency
controls in the jurisdictions in which we operate. Primarily in response to
recent developments in the Southeast Asian currency markets, from time to time,
we engage in derivatives trading activities, such as entering into forward
contracts, to hedge our currency exchange exposure. The Company does not utilize
market-risk sensitive instruments for speculative purposes. At June 30, 2001, we
had no outstanding foreign currency exchange contracts.
10
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On or about July 2, 1999, the Company received an Amended and Restated
Demand for Arbitration filed on behalf of the Company's former Chief Executive
Officer, Richard Brook. Mr. Brook sought payment of $32,400 per month or a lump
sum payment of $1,036,800 pursuant to his employment agreement with the Company,
which was terminated on or about December 1, 1998. Mr. Brook also asserted
various tort claims for damages against the Company. The Company opposed Mr.
Brook's claim and asserted counterclaims against Mr. Brook for breach of
contract, libel and breach of fiduciary duty. Mr. Brook's claims against the
Company were tried before an arbitrator in June 2000. On August 4, 2000, a
decision was rendered in the arbitration. The arbitrator denied the bulk of Mr.
Brook's breach of contract claim, finding that the Company was justified in
terminating him for cause. However, the arbitrator found that Mr. Brook's
termination for cause was not effective until May 1999 and that Mr. Brook was
entitled to certain additional compensation of approximately $70,000. The
arbitrator denied all of Mr. Brook's tort claims. On the Company's breach of
contract counterclaim, the arbitrator found Mr. Brook liable for over $400,000
in actual damages and $100,000 in exemplary damages. The award of exemplary
damages was based on a finding that Mr. Brook acted with malice toward the
Company. The arbitrator denied the Company's defamation claim and did not
specifically address the Company's breach of fiduciary duty claim, which had
previously been bifurcated. The arbitrator then awarded certain attorney's fees
to each party. The net result of the arbitration was a judgment in the amount of
approximately $520,000 in favor of the Company and against Mr. Brook. Mr. Brook
challenged the arbitration award in United States District Court in Austin,
Texas, which vacated the arbitrator's award on the grounds that the arbitrator
was not selected in accordance with the terms of the contract between the
parties. The Company has appealed the District Court's action to the United
States Court of Appeals for the Fifth Circuit. At present, we cannot predict the
outcome of this matter with reasonable particularity.
On June 29, 1999, plaintiff Dorchester Investors commenced a purported
securities class action suit in the United States District Court for the
Southern District of New York on behalf of all TrENDS purchasers against the
Company, the Peak TrENDS Trust ("the Trust"), Mr. T.L. Li, Mr. Jerry Mo,
Luckygold 18A Limited ("Luckygold") and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). On January 27, 2000, the plaintiff filed an amended
complaint. On March 20, 2000, all defendants moved to dismiss the amended
complaint. While those motions were pending, plaintiff and defendants stipulated
to the dismissal with prejudice from the action of the Company and Mr. Mo.
Pursuant to the stipulation, the court dismissed the Company and Mr. Mo from the
action with prejudice on June 5, 2000. On March 28, 2001, the court ruled on the
motion to dismiss. The court dismissed a significant number of the claims. The
principal remaining claims relate to the alleged failure of the TrENDS
prospectus to disclose that significant short selling of the Company's common
stock was certain to occur at the time of the TrENDS offering.
Plaintiff filed an amended complaint on April 13, 2001. This case is still
in its preliminary stages. Accordingly, we cannot predict the outcome of this
matter with reasonable particularity.
Additionally, the Company, Mr. Li and Luckygold entered into certain
indemnification agreements with the Trust and DLJ in connection with the TrENDS
offering. Certain of these indemnification agreements may require that under
certain circumstances the Company, Luckygold and/or Mr. Li indemnify the Trust
and/or DLJ from certain liabilities that the Trust and/or DLJ may incur to
plaintiff or to the purported plaintiff class. Mr. T.L. Li and Luckygold have,
in turn, provided a deed of indemnity to the Company pursuant to which Mr. Li
and Luckygold have agreed to indemnify the Company from liabilities related to
the TrENDS offering.
11
R.H. Murphy Co., Inc. ("Murphy") is the owner of U.S. Reexamined Patent
5,400,904 C1 and certain related foreign patents, which patents are directed to
specific features in trays used to carry integrated circuits. Murphy has
notified Peak and certain of Peak's customers that it believes these patents are
infringed by certain integrated circuit trays that Peak provides to its
customers, and indicated that licenses to these patents are available. Peak does
not believe that any valid claim of these patents is infringed, and is
proceeding consistent with that belief.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
The Board of Directors of the Company has authorized the repurchase by the
Company of up to $10 million of its common stock at prices not to exceed 150% of
the company's net asset value per share. In the quarter ended June 30, 2001, the
Company repurchased 194,668 shares at an average price of $6.76. To date, the
Company has spent approximately $2.5 million for common stock repurchases. In
addition, pursuant to authority granted by the Board of Directors, the Company
purchased 473,876 units of TrENDS at an average price of $6.50 per TrENDS
through a tender offer. In May, 2001, the shares obtained as a result of the
automatic conversion of TrENDS into common shares were cancelled. The Company
engaged Tucker Anthony & Sutro for the repurchase activities in the June 30,
2001 quarter.
12
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1(a) Memorandum of Association of the Registrant (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form F-1, Registration No. 333-6652, filed on
March 19, 1997 and declared effective by the Commission on June
20, 1997 (the "Company's Initial Public Offering Registration
Statement on Form F-1"))
3.1(b) Bye-laws of the Registrant (incorporated by reference to
Exhibit 3.1(b) of the Company's Annual Report on Form 10-K for
the year ended March 31, 2001)
4.1 Specimen of Share Certificate for the Shares of the Registrant
(incorporated by reference to Exhibit 4.1 to the Company's
Amendment No. 1 to the Company's Initial Public Offering
Registration Statement on Form F-1 )
10.1 Processing Agreement dated May 28, 1987 and renewed and amended
on May 24, 1994 and December 12, 1996 (incorporated by
reference to Exhibit 10.1 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.2 Processing Agreement dated October 8, 1995 (incorporated by
reference to Exhibit 10.2 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.3 Land Use Certificate relating to the Company's existing
production facilities (incorporated by reference to Exhibit
10.3 to the Company's Initial Public Offering Registration
Statement on Form F-1)
10.4 Land Use Certificate relating to the Company's planned
additional production facilities (incorporated by reference to
Exhibit 10.4 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.5 Land Use Right Granting Contract relating to the Company's
existing production facilities (incorporated by reference to
Exhibit 10.5 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.6 Land Use Right Granting Contract relating to the Company's
planned additional production facilities (incorporated by
reference to Exhibit 10.6 to the Company's Initial Public
Offering Registration Statement on Form F-1)
10.7 Lease between Warden and Peak (HK) relating to the Company's
existing production facilities (incorporated by reference to
Exhibit 10.7 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.8 Lease between Warden and Peak (HK) relating to the Company's
existing production facilities (incorporated by reference to
Exhibit 10.8 of the Company's Annual Report on Form 10-K for
the years ended March 31, 2001)
10.9 1998 Share Option Plan (incorporated by reference to Exhibit
4.3 to the Company's Form S-8 filed on July 30, 1998)
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10.10 Deed of Undertaking by T.L. Li dated May 29, 1997 relating to
non-competition and referral (incorporated by reference to
Exhibit 10.9 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.11 Option Agreement dated February 17, 1997 relating to the non-
voting deferred shares of Peak (HK) (incorporated by reference
to Exhibit 10.10 to the Company's Initial Public Offering
Registration Statement on Form F-1)
10.12 Restructuring Agreement dated February 28, 1997 for the
acquisition of the entire issued share capital of Peakgold and
Success Gold (incorporated by reference to Exhibit 10.11 to the
Company's Initial Public Offering Registration Statement on
Form F-1)
10.13 2000 Peak International Limited Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 2000)
b. Reports on Form 8-K: No reports on Form 8-K have been filed during the
quarter ended June 30, 2001.
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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 thereunto duly authorized.
PEAK INTERNATIONAL LIMITED
Date: July 30, 2001 By /s/ Calvin Reed
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Calvin Reed
President and Chief Executive Officer
Date: July 30, 2001 By /s/ Jerry Mo
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Jerry Mo
Chief Financial Officer
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