UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
NAM TAI ELECTRONICS, INC.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
629865 205
(Cusip Number)
Mr. M. K. Koo
c/o Nam Tai Investments Consultant (Macao Commercial Offshore) Company Limited
Unit 17A, 17th Floor, Edificio Comercial Rodrigues,
599 da Avenida da
Praia Grande, Macao
The People's Republic of China
Telephone: (853) 356 333
Fax: (853) 356 262
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
with a copy to:
Mr. Stephen Seung, ESQ.
2 Mott Street, Suite 601
New York, NY 10013
Telephone: (212) 732-0030
Fax: (212) 227-5097
August 24, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.
CUSIP No. 629865 205
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ming Kown Koo
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF (see Item 3 below)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Canadian
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7. SOLE VOTING POWER: 1,000,000
Number of Shares --------------------------------------------------------
Beneficially 8. SHARED VOTING POWER: 4,690,786
Owned by Each --------------------------------------------------------
Reporting Person 9. SOLE DISPOSITIVE POWER: 1,000,000
With --------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 4,690,786
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,690,786
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.15%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 629865 205
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sui Sin Cho
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF (see Item 3 below)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Canadian
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7. SOLE VOTING POWER: N/A
Number of Shares ---------------------------------------------------------
Beneficially 8. SHARED VOTING POWER: 4,690,786
Owned by Each ---------------------------------------------------------
Reporting Person 9. SOLE DISPOSITIVE POWER: N/A
With ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 4,690,786
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,690,786
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.84%
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This statement relates to the Common Shares, $0.01 par value (the
"Common Shares") of Nam Tai Electronics, Inc. (the "Company") an International
Business Company organized under the laws of the British Virgin Islands, with
principal executive offices located at 116 Main Street, Road Town, Tortola,
British Virgin Islands.
Item 2. Identity and Background.
(a) This statement is being jointly filed by the following two individuals:
Mr. Ming Kown Koo ("Mr. Koo") and Ms. Sui Sin Cho ("Mrs. Koo") who is Mr. Koo's
wife (together the "Reporting Persons" and each a "Reporting Person").
(b) Mr. Koo's business address is Nam Tai Electronics, Inc., c/o Nam Tai
Investments Consultant (Macao Commercial Offshore) Company Limited Unit 17A,
17th Floor, Edificio Comercial Rodrigues, 599 da Avenida da, Praia Grande,
Macau, The People's Republic of China.
Mrs. Koo's residential address is Flat A, 6/F., House 1, 1 Plantation
Road, The Peak, Hong Kong.
(c) Mr. Koo is a Non-Executive Chairman on the Board of the Company.
Mrs. Koo is a housewife.
(d) During the past five years, neither of the Reporting Persons has been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
it is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws of finding any violation with respect to such laws.
(e) Each of the Reporting Persons is a Canadian citizen.
Item 3. Source and Amount of Funds and Other Consideration.
On August 24, 2005, Mr. Koo purchased 545,000 Common Shares pursuant to
the exercise of his 545,000 stock options with the funds that Mr. Koo raised
from the sale of 1,300,000 Common Shares on August 11, 2005 as reported on
Schedule 13D/A filed with the SEC on August 17, 2005. The 545,000 Common Shares
were then registered in the name of Mr. Koo and Mrs. Koo as joint holders.
Prior to August 24, 2005, except for 1,000,000 of the Common Shares
registered solely in the name of Mr. Koo, the remaining Common Shares originally
solely held by Mr. Koo were transferred to and registered in the joint names of
Mr. Koo and Mrs. Koo for no consideration. On August 24, 2005, Mrs. Koo acquired
joint ownership of 545,000 Common Shares pursuant to Mr. Koo's exercise of his
options and registration of such shares under both of their names.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Shares reported herein for
investment purposes in
the ordinary course of business and were not acquired with the purpose or effect
of changing or influencing control of Nam Tai. The Reporting Persons review
their holdings of Nam Tai on an ongoing basis. Depending on such review and on
various factors, including, without limitation, the price of the shares, stock
market conditions, and business prospects of Nam Tai, the Reporting Persons
reserve the right to make additional purchases or sales of the Common Shares of
Nam Tai in the future, although they have no present plans or proposals to do
so. Any purchases may be effected directly or through one or more entities
controlled or deemed to be controlled by such Reporting Person. Any purchases or
sales may be in the open market, in a privately negotiated transaction or
otherwise. The Reporting Persons do not have any current plans or proposals
which relate to or would result in any of the transactions or changes
contemplated in Items 4(a) through 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) At August 24, 2005, as a result of the exercise of his 545,000
stock options, Mr. Koo beneficially owned 5,690,786 of the Common Shares
outstanding, representing a 13.15% ownership of outstanding Common Shares. The
amount of Common Shares includes: (i) 1,000,000 Common Shares owned by Mr. Koo
as sole holder; (ii) 4,690,786 Common Shares owned jointly with Mrs. Koo, and
(iii) 0 Common Shares that Mr. Koo may acquire upon exercise of stock options.
The percentage ownership was calculated in accordance with Rule 13d(1)(i) under
the Securities Exchange Act of 1934.
At August 24, 2005, Mrs. Koo beneficially owned 4,690,786 of the Common
Shares outstanding jointly with Mr. Koo as joint holders, representing a 10.84%
ownership of outstanding Common Shares. Mrs. Koo does not own any stock options
or any other right to acquire any Common Shares. The percentage ownership was
calculated in accordance with Rule 13d(1)(i) under the Securities Exchange Act
of 1934.
(b) Mr. Koo has the sole power to vote or to direct the vote or
dispose or direct the disposition of 1,000,000 Common Shares, and shared power
(with Mrs. Koo) to vote or to direct the vote or dispose or direct the
disposition of 4,690,786 Common Shares.
Mrs. Koo has shared power (with Mrs. Koo) to vote or to direct the
vote or dispose or direct the disposition of 4,690,786 Common Shares.
(c) The following table sets forth details of the purchase of Common
Shares made by the Reporting Persons during the last sixty days.
----------------- --------------- ----------- --------------------- -----------------------
Number
of
Transaction Shares Sales
Date sold Price ($) Net Proceeds ($) Details
---- ---- --------- ---------------- -------
----------------- --------------- ----------- --------------------- -----------------------
August 11, 2005 1,300,000 22.0 28,598,804.52 (*) Block sale to Bear,
Stearns & Co. Inc.
----------------- --------------- ----------- --------------------- -----------------------
Remark (*) : Net Proceeds have deducted administrative fee of $1,195.48.
NOTE: The sale of the 1,300,000 shares was reported Schedule 13D/A
filed with the SEC on August 17,
2005.
----------------- ------------- ----------- --------------------- -----------------------
Number
of
Transaction Shares Exercise Total Exercise
Date Acquired Price ($) Amount ($) Details
---- -------- --------- ---------- -------
----------------- ------------- ----------- --------------------- -----------------------
August 24, 2005 350,000 20.84 7,294,000 Exercise of 350,000
options
----------------- ------------- ----------- --------------------- -----------------------
August 24, 2005 180,000 19.40 3,492,000 Exercise of 180,000
options
----------------- ------------- ----------- --------------------- -----------------------
August 24, 2005 15,000 21.62 324,300 Exercise of 15,000
options
----------------- ------------- ----------- --------------------- -----------------------
NOTE: All of the above-mentioned stock options were solely held by Mr. Koo.
The Common Shares acquired pursuant to the exercise of these options are
registered in the joint names of Mr. Koo and Mrs. Koo.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Articles of Association of the Company provides that if two or more
persons are jointly entitled to a registered nominative share and if more than
one of such persons is desirous of voting at the meetings whether in person or
by proxy, the vote of that person whose name appears first among such voting
joint holders in the share register alone shall be counted. In the case of the
Common Shares jointly held by Mr. Koo and Mrs. Koo, the first name appearing on
the share register is Mr. Koo. Except as described herein, there is no contract,
arrangement or understanding between Mr. Koo and Mrs. Koo with respect to the
Common Shares jointly held by them.
Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description
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99.1 Joint Filing Agreement dated August 31, 2005 between the
Reporting Persons
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 31, 2005
By: /s/ Ming Kown Koo
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Ming Kown Koo
By: /s/ Sui Sin Cho
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Sui Sin Cho