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 September 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 offices) (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 October 31, 2001.
Class Outstanding at October 31, 2001
------------------------------------ -------------------------------
Common Stock, $0.01 Par Value 12,786,002
------------------------------------ -------------------------------
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations
(in thousands of United States Dollars, except per share data)
Three Months Ended
September 30,
-------------------------------------
2001 2000
------------- --------------
(Unaudited) (Unaudited)
Net Sales:
- Third parties ................. $ 9,635 $ 22,324
- Related companies ............. 462 2,191
-------------- --------------
10,097 24,515
Cost of Goods Sold .................... 9,861 13,619
-------------- --------------
Gross Profit .......................... 236 10,896
General and Administrative ............ 2,362 2,558
Research and Development .............. 44 27
Selling and Marketing ................. 1,863 2,435
-------------- --------------
Operating (Loss) Income ............... (4,033) 5,876
Other (Expenses) Income - net ......... (6) (11)
Interest Income ....................... 214 393
-------------- --------------
(Loss) Income Before Tax .............. (3,825) 6,258
Taxation .............................. (12) 506
--------------- --------------
NET (LOSS) INCOME ..................... $ (3,813) $ 5,752
=============== ==============
(LOSS) EARNINGS PER SHARE
- Basic ......................... $ (0.30) $ 0.42
- Diluted ....................... $ (0.30) $ 0.41
Weighted Average Number of Shares
- Basic ......................... 12,898 13,765
- Diluted ....................... 12,898 14,051
3
Six Months Ended
September 30,
-------------------------------------
2001 2000
-------------- --------------
(Unaudited) (Unaudited)
Net Sales:
- Third parties ................. $ 20,372 $ 42,707
- Related companies ............. 1,120 4,106
-------------- --------------
21,492 46,813
Cost of Goods Sold .................... 19,017 26,220
-------------- --------------
Gross Profit .......................... 2,475 20,593
General and Administrative ............ 4,885 5,521
Research and Development .............. 96 56
Selling and Marketing ................. 3,994 4,838
-------------- --------------
Operating (Loss) Income ............... (6,500) 10,178
Other (Expenses) Income - net ......... (98) 76
Interest Income ....................... 504 669
-------------- --------------
(Loss) Income Before Tax .............. (6,094) 10,923
Taxation .............................. (90) 907
--------------- --------------
NET (LOSS) INCOME ..................... $ (6,004) $ 10,016
=============== ==============
(LOSS) EARNINGS PER SHARE
- Basic ......................... $ (0.46) $ 0.73
- Diluted ....................... $ (0.46) $ 0.71
Weighted Average Number of Shares
- Basic ......................... 13,127 13,754
- Diluted ....................... 13,127 14,074
4
Consolidated Balance Sheets
(in thousands of United States Dollars)
September 30, 2001 March 31, 2001
------------------ --------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents ............................. $ 28,765 $ 33,901
Accounts receivable - net of allowance for doubtful
accounts of $294 at September 30, 2001 and $344 at
March 31, 2001 ...................................... 7,105 9,348
Inventories - net (Note 2) ............................ 14,210 16,327
Other receivables, deposits and prepayments ........... 1,196 1,214
Income tax receivable ................................. 151 147
Amounts due from related companies .................... 364 589
--------------- --------------
Total Current Assets 51,791 61,526
--------------- --------------
Deposits for Acquisition of Plant and Equipment ............ 62 115
Property, Plant and Equipment - net ........................ 54,352 56,700
--------------- --------------
TOTAL ...................................................... $ 106,205 $ 118,341
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable:
- Trade .............................................. $ 2,026 $ 2,744
- Property, plant and equipment ...................... 691 1,072
Accrued payroll and employee benefits ................. 1,016 829
Accrued other expenses ................................ 1,624 1,366
Income taxes payable .................................. 5,047 5,088
--------------- --------------
Total Current Liabilities ......................... 10,404 11,099
Deferred Income Taxes ...................................... 2,333 2,370
--------------- --------------
Total Liabilities ..................................... 12,737 13,469
--------------- --------------
Commitments and Contingencies (Note 8)
Stockholders' Equity:
Share capital ......................................... 128 136
Additional paid-in capital ............................ 28,729 34,224
Retained earnings ..................................... 65,700 71,704
Accumulated other comprehensive loss .................. (1,089) (1,192)
--------------- --------------
Total stockholders' equity ........................ 93,468 104,872
--------------- --------------
TOTAL ...................................................... $ 106,205 $ 118,341
=============== ==============
5
Consolidated Statements of Cash Flows
(in thousands of United States Dollars)
Six Months Ended
September 30,
-------------------------------------
2001 2000
-------------- --------------
(Unaudited) (Unaudited)
Operating activities:
Net (loss) income: ........................................... $ (6,004) $ 10,016
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization ........................... 3,064 2,760
Deferred income taxes ................................... (37) 198
Loss (Gain) on disposal/write-off of property,
plant and equipment ................................... 39 (20)
Allowance for doubtful accounts ......................... (37) (18)
Changes in operating assets and liabilities:
Accounts receivable ..................................... 2,280 (854)
Inventories ............................................. 2,117 3,889
Other receivables, deposits and prepayments ............. 18 (255)
Income tax receivable ................................... (4) (136)
Accounts payable-trade .................................. (718) 160
Accrued payroll and other expenses ...................... 445 654
Amounts due from/to related companies ................... 225 (556)
Income tax payable ...................................... (41) 682
-------------- --------------
Net cash provided by operating activities ........... 1,347 16,520
-------------- --------------
Investing activities:
Proceeds on sale of property, plant and equipment ....... - 118
Acquisition of property, plant and equipment ............ (1,130) (4,775)
Decrease (Increase) in deposits for acquisition of
property, plant and equipment ......................... 53 (1,085)
-------------- --------------
Net cash used in investing activities ............... (1,077) (5,742)
-------------- --------------
Financing activities:
Payment for TrENDS ...................................... (3,080) -
Payment for share buyback ............................... (2,663) -
Proceeds from issue of common stock ..................... 240 182
-------------- --------------
Net cash (used in) provided by financing activities . (5,503) 182
-------------- --------------
Net (decrease) increase in cash and cash equivalents ......... (5,233) 10,960
Cash and cash equivalents at beginning of period ............. 33,901 18,667
Effects of exchange rate changes on cash ..................... 97 (2)
-------------- --------------
Cash and cash equivalents at end of period ................... $ 28,765 $ 29,625
============== ==============
Supplemental cash flow information:
Cash paid during the period
Interest ............................................ $ - $ -
Income taxes ........................................ 4 163
============== ==============
6
Notes to Consolidated Financial Statements
(in thousands of United States Dollars, 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 (the "PRC")
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.
(2) Inventories
September 30, 2001 March 31, 2001
------------------ --------------
(Unaudited)
Raw materials ................... $ 8,415 $ 8,589
Finished goods .................. 5,795 7,738
------------------ --------------
$ 14,210 $ 16,327
================== ==============
(3) Statement of Comprehensive Income
Three Months Ended
September 30,
----------------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Net (Loss) Income ............................... $ (3,813) $ 5,752
Foreign currency translation adjustment ......... 7 (2)
------------ ------------
Comprehensive (Loss) Income ..................... $ (3,806) $ 5,750
============ ============
7
Six Months Ended
September 30,
----------------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Net (Loss) Income ................................. $ (6,004) $ 10,016
Foreign currency translation adjustment ........... 97 (2)
------------ ------------
Comprehensive (Loss) Income ....................... $ (5,907) $ 10,014
============ ============
(4) Stock Options
Option activity relating to the Company's stock option plan is summarized
as follows (unaudited):
Outstanding Options
-----------------------------
Weighted
Number of average exercise
Shares price per share
--------- ----------------
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
Granted .......................................... 380,868 6.21
Exercised ........................................ (2,906) 4.15
Forfeited ........................................ (38,610) 7.95
---------
Outstanding at September 30, 2001 ................ 2,762,713 7.46
=========
(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
September 30,
----------------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Net (Loss) Income (numerator) .................... $ (3,813) $ 5,752
------------ ------------
Shares - Weighted average (denominator)
Basic ............................................ 12,898 13,765
Options .......................................... - 286
------------ ------------
Diluted .......................................... 12,898 14,051
------------ ------------
8
Six Months Ended
September 30,
----------------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Net (Loss) Income (numerator) ..................... $ (6,004) $ 10,016
------------ ------------
Shares - Weighted average (denominator)
Basic ............................................. 13,127 13,754
Options ........................................... - 320
------------ ------------
Diluted ........................................... 13,127 14,074
------------ ------------
(6) Employee Stock Purchase and Option Plans
During the quarter ended September 30, 2001, the Company issued 15,084
shares at $5.151 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 $10,000,000 of its common stock at prices not to exceed
150% of the Company's net asset value per share. In the quarter ended
September 30, 2001 and June 30, 2001, the Company repurchased 212,698 and
194,668 shares at an average price of $6.33 and $6.76 respectively. In
addition, pursuant to authority granted by 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 September 30,
2001 and June 30, 2001 quarters.
(8) Commitments and Contingencies
(a) Litigation
On June 29, 1999, 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 June 5, 2000, the court dismissed the
Company and Mr. Mo from the class action.
However, the Company has indemnity obligations to DLJ and the Trust (the
"primary indemnity") against loss in connection with the TrENDS offering.
The exposure of this indemnity may ultimately have material impact to the
financial statements of the Company. Mr. T.L. Li and Luckygold have, on the
other hand, provided a separate indemnity to the Company from liabilities
(the "counter indemnity") related to the TrENDS offering, including the
exposure in relation to the indemnity obligations provided to DLJ and the
Trust. The counter indemnity may partially, or even fully, cover the
primary indemnity provided by the Company to certain defendants.
9
As of this date, the outcome of the class action and hence the effect of
the primary and counter indemnity, is still contingent. The Company
considers that it is not possible to reasonably estimate with any certainty
the potential damages, if any, arising from this litigation. The Company
has therefore not made any provision in the financial statements in this
respect.
The Company is also involved in an arbitration with Mr. Richard Brook, a
former Chief Executive Officer. The result of the arbitration was a
judgment in the amount of approximately $520,000 in favor of the Company
against Mr. Brook. However, Mr. Brook challenged the arbitration award in
the Federal Court in 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 decision
to the Fifth Circuit Court of Appeals. At present, the outcome of this
matter cannot be predicted with reasonable particularity and no impact to
the financial statements has been reflected in this respect.
(b) Commitments
At September 30, 2001, the Company had no outstanding foreign currency
exchange contracts. At September 30, 2001, the Company had commitments for
capital expenditures of $2.1 million.
(9) Segmental Information
Hong Kong United Other
& the PRC States Asian countries Eliminations Consolidated
--------- ------- --------------- ------------ ------------
Quarter ended Sept. 30, 2001 (unaudited)
Net sales to third parties $ 5,072 $ 755 $ 3,808 - $ 9,635
Net sales to related companies 462 - - - 462
Transfer between geographic areas 3,869 7 486 $ (4,362) -
-------- ------- -------- -------- --------
Total net sales $ 9,403 $ 762 $ 4,294 $ (4,362) $ 10,097
-------- ------- -------- -------- --------
(Loss) Income before tax $ (2,434) $(1,414) $ (439) $ 462 $ (3,825)
======== ======= ======== ======== ========
Quarter ended Sept. 30, 2000 (unaudited)
Net sales to third parties $ 14,318 $ 3,107 $ 4,899 - $ 22,324
Net sales to related companies 2,191 - - - 2,191
Transfer between geographic areas 7,215 - 256 $ (7,471) -
-------- ------- -------- -------- --------
Total net sales $ 23,724 $ 3,107 $ 5,155 $ (7,471) $ 24,515
-------- ------- -------- -------- --------
Income (Loss) before tax $ 6,180 $ 116 $ 24 $ (62) $ 6,258
======== ======= ======== ======== ========
Six months ended Sept. 30, 2001 (unaudited)
Net sales to third parties $ 12,164 $ 1,975 $ 6,233 - $ 20,372
Net sales to related companies 1,120 - - - 1,120
Transfer between geographic areas 7,546 7 848 $ (8,401) -
-------- ------- -------- -------- --------
Total net sales $ 20,830 $ 1,982 $ 7,081 $ (8,401) $ 21,492
-------- ------- -------- -------- --------
(Loss) Income before tax $ (3,554) $ (2,046) $ (910) $ 416 $ (6,094)
======== ======= ======== ======== ========
Six months ended Sept. 30, 2000 (unaudited)
Net sales to third parties $ 27,436 $ 6,092 $ 9,179 - $ 42,707
Net sales to related companies 4,106 - - - 4,106
Transfer between geographic areas 13,778 - 610 $(14,388) -
-------- ------- -------- -------- --------
Total net sales $ 45,320 $ 6,092 $ 9,789 $(14,388) $ 46,813
-------- ------- -------- -------- --------
Income (Loss) before tax $ 10,997 $ (206) $ 85 $ 47 $ 10,923
======== ======= ======== ======== ========
10
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 58.8% to $10.1 million in Fiscal 2Q 2002
from $24.5 million in Fiscal 2Q 2001. Net sales of trays decreased by 63.0% over
the period reflecting a 51.0% decrease in sales volume, and a 24.6% drop in
average realized sales price. Net sales of carrier tape decreased by 65.0% over
the period, driven by a 54.9% decrease in sales volume, and a 22.4% drop in
average realized sales price. Net sales for tubes decreased by 64.4% over the
period. Sales volume for tubes decreased by 65.5%, the average realized sales
price of tubes increased 3.3% over the same period. The decrease in revenue
reflected the significant down-turn in the business environment of the
semiconductor industry. Disk drive trays made up 7.2% of our revenue for the
quarter.
Gross Profit. Gross profit decreased by 97.8% to $236,000 in Fiscal 2Q 2002
from $10.9 million in Fiscal 2Q 2001. Our gross margin dropped to 2.3% in Fiscal
2Q 2002 from 44.5% in Fiscal 2Q 2001. The drop in gross margin compared to last
year and the prior quarter was mainly the results of the drop in business volume
as well as the average realized sales price of our products over the period.
Also there were significant write-downs in the quarter under consideration
totaling $1.4 million in relation to excessive/obsolete inventory and unutilized
plant capacity.
Income from Operations. Operating income decreased by 168.6% to an
operating loss of $4.0 million in Fiscal 2Q 2002 from an operating profit of
$5.9 million in Fiscal 2Q 2001. Our operating margin dropped from 24.0% to
-39.9%.
General and Administrative Expenses. General and administrative expenses
decreased by 7.7% to $2.4 million in Fiscal 2Q 2002 from $2.6 million in Fiscal
2Q 2001 was mainly due to the cost savings resulted from downsizing being offset
by higher professional fees as a result of a late bill from the repurchase of
the TrENDS.
11
Selling and Marketing Expenses. Selling and marketing expenses decreased by
23.5% to $1.9 million in Fiscal 2Q 2002 from $2.4 million in Fiscal 2Q 2001,
primarily as a result of the reduction in freight charges, traveling expenses
and agency commissions as a result of the drop in business.
Other income/expense. This represents primarily the difference in realized
and unrealized exchange losses that the Company recorded during the period. An
exchange loss of $6,000 was recorded during the quarter against an exchange loss
of $11,000 last year.
Interest Income. For the quarter under consideration interest income
decreased over that for the comparable period last year mainly as a result of
the reduction in both the bank deposit balance and interest rates.
Net Income. The Company had a net loss of $3.8 million for fiscal 2Q 2002,
compared to net income of $5.8 million for the same fiscal quarter of 2001,
reflecting the effects of the foregoing factors.
EPS. Fully Diluted EPS for the quarter was -30 cents, compared with 41
cents for the same period last year and -16 cents for the prior quarter.
Liquidity and Capital Resources
Our net cash provided by operating activities was $541,000 for the three
months ended September 30, 2001, compared to $8.2 million for the three months
ended September 30, 2000. In Fiscal 2Q 2002, a total of $1.3 million was used
for the repurchase of the Company's common stock. We incurred capital
expenditures of $0.4 million for the acquisition of new equipment in our current
facility during the three months ended September 30, 2001, compared with $3.2
million for the same period last year. As of September 30, 2001, we had
commitments for capital expenditures of $2.1 million.
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 8.0% of
our total raw material costs for the three months ended September 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
and US Dollars. 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
12
margins may be affected by fluctuations in exchange rates, primarily between the
US Dollar and other currencies. Our results of 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 September 30, 2001, we had no
outstanding foreign currency exchange contracts.
13
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 US$32,400 per month or a
lump sum payment of US$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 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
14
indemnity to the Company pursuant to which Mr. Li and Luckygold have agreed to
indemnify the Company from liabilities related to the TrENDS offering.
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
At the Annual Meeting of Shareholders held on October 10, 2001, the
following proposals were adopted by the margins indicated:
1. To elect a Board of Directors to hold office until their successors are
elected and qualified.
Name of Director Number of Shares
---------------- ----------------
For Withheld
Calvin Reed 6,755,101 18,704
Jack Menache 6,755,101 18,704
The following directors continued their term of office as directors after
the Annual Meeting: Douglas Broyles, Christine Russell, and William Snyder.
2. To authorize the Board of Directors to fix the remuneration for the
directors with respect to their services to the Company as directors.
For 6,580,799
Against 165,505
Abstain 27,500
Broker Non-Votes 0
3. To receive the financial statements and the reports of the directors and
the independent auditors of the Company for the financial year ended March 31,
2001.
For 6,758,201
Against 13,703
Abstain 1,900
Broker Non-Votes 0
15
4. To approve the appointment of the firm of Arthur Andersen & Co. as
independent auditors for the Company for the financial year ending March 31,
2002.
For 6,758,301
Against 14,703
Abstain 800
Broker Non-Votes 0
5. To authorize the Board of Directors to fix the remuneration for the
Company's independent auditors for Fiscal 2002.
For 5,824,951
Against 941,203
Abstain 7,650
Broker Non-Votes 0
6. To approve an increase in the number of Shares reserved for issuance
under the Company's 2000 Employee Stock Purchase Plan from 200,000 to 400,000.
For 6,676,039
Against 67,965
Abstain 29,800
Broker Non-Votes 0
Item 5. Other Information
The Board of Directors of the Company has authorized the repurchase by the
Company of up to $10,000,000 of its common stock at prices not to exceed 150% of
the Company's net asset value per share. In the quarters ended September 30,
2001 and June 30, 2001, the Company repurchased 212,698 and 194,668 shares at an
average price of $6.33 and $6.76 respectively. In addition, pursuant to
authority granted by 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 September 30, 2001 and June 30, 2001 quarters.
16
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1(a) Memorandum of Association and By-Laws 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)
17
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)
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)
10.14 Letter Agreement dated November 1, 2001 for the
hiring of FPDSavills (Hong Kong) Limited as agent for
disposal of Peak's industrial development in
Shenzhen, PRC
b. Reports on Form 8-K.
The Company filed a current report on Form 8-K on October 11, 2001
regarding a change in the Company's independent auditors.
18
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: November 7, 2001 By /s/ Calvin Reed
-------------------------------------
Calvin Reed
President and Chief Executive Officer
Date: November 7, 2001 By /s/ Jerry Mo
-------------------------------------
Jerry Mo
Chief Financial Officer