6-K 1 file001.txt FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October, 2003 ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED (Exact name of registrant as specified in its charter) 19 Benoi Road, Level 3A Sigma Cable High Tech Complex Singapore 629909 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. [X] Form 20-F [ ] Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. [ ] Yes [X] No ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED INDEX PART 1 Item 1 Notice of Annual General Meeting of Shareholders 3 Item 2 Proxy Statement for Annual General Meeting of Shareholders 4 Item 3 Proxy Card 8 SIGNATURE 10 ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON October 3, 2003 YOU ARE HEREBY NOTIFIED that the Annual General Meeting of Shareholders (the "Meeting") of Asia Pacific Wire & Cable Corporation Limited (the "Company") will be held at the offices of Pacific Electric Wire & Cable Co. Ltd, 4th Floor, 285, Section 4, Chung Hsiao Road, Taipei, Taiwan on Friday, October 3, 2003 at 1:00 p.m. for the following purposes: 1. To elect ten (10) members to the Board of Directors each for a term ending on the date of the next Annual General Meeting of Shareholders; 2. To ratify the appointment of Ernst & Young LLP as the independent auditors for the ensuing year; and 3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Shareholders of record as of the close of business on September 3, 2003 (the "Record Date") are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. Enclosed is a proxy statement that contains more information about these items and the Meeting and a proxy card for registering votes. BY ORDER of the Directors /s/ A.S. & K. Services Ltd. Bermuda Resident Assistant Secretary Dated: September 3, 2003 ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED CEDAR HOUSE 41 CEDAR AVENUE HAMILTON HM12 BERMUDA ------------------------ PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 3, 2003 This Proxy Statement is furnished to shareholders of Asia Pacific Wire & Cable Corporation Limited (the "Company"), a Bermuda corporation, in connection with the solicitation of proxies in the form enclosed herewith for use at the Annual General Meeting of Shareholders of the Company (the "Meeting") to be held at the offices of Pacific Electric Wire & Cable Co. Ltd, 4th Floor, 285, Section 4, Chung Hsiao Road, Taipei, Taiwan on Friday, October 3, 2003 at 1:00 p.m. for the purposes set forth in the Notice of Meeting. Holders of record of Common Shares of the Company (the "Common Shares") as of the close of business on September 3, 2003 (the "Record Date"), are entitled to receive notice of, and to vote at, the Meeting. The outstanding Common Shares constitute the only class of securities entitled to vote at the Meeting, and each Common Share entitles the holder thereof to one vote. At the close of business on June 30, 2003, there were 13,830,769 Common Shares issued and outstanding. Shares may be voted if the shareholder is present in person or represented by proxy. At least two shareholders holding a majority of the shares outstanding as of such date must be present in person or represented by proxy for a quorum to exist at the Meeting. If a quorum is not present, the Meeting may be dissolved or adjourned from time to time until a quorum is present. Shares represented by proxies in the form enclosed, if such proxies are properly executed and returned and not revoked, will be voted as specified. For purposes of determining the number of votes cast with respect to (i) the election of members to the Board of Directors and (ii) the ratification of the appointment of Ernst & Young LLP as the Company's independent auditors until the next Annual General Meeting of Shareholders to audit the financial statements of the Company for the current year, only those votes cast "for" or "against" are included. To be voted, proxies must be delivered to the solicitation agent of the Company, Equiserve Trust Company, N.A. This Proxy Statement and the enclosed proxy were mailed to shareholders on or about September 8, 2003. The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy and any additional materials which may be furnished to shareholders. Copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of Common Shares held in the names of such nominees. The solicitation of proxies will be made by the use of the mails and through direct communication with certain shareholders or their representatives by officers, directors and employees of the Company, who will receive no additional compensation therefor. In addition, the Company will utilize the services of its transfer agent, Equiserve Trust Company, N.A., to act as solicitation agent. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002 has been filed with the Securities and Exchange Commission ("SEC"). Shareholders may view the Annual Report along with the Company's other filings at the SEC's reference rooms or obtain a copy of the Annual Report by contacting the Company's investor relations agent, Mandelbaum & Partners at (310) 202-6468 or michaelm@mandelbaumpartners.com. The Company's financial statements will be available for viewing at the Meeting. PROPOSAL NO. 1 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS The members of the Board of Directors (each a "Director") are elected annually to serve until the next Annual General Meeting of Shareholders or until their successors are elected. The following table and biographical summaries set forth certain information, as of August 11, 2003, and subsequent thereto in certain instances, concerning the individuals nominated by the Board of Directors for election as Directors of the Company (each a "Nominee," and collectively the "Nominees"). Eight of the ten Nominees have served as Directors since the last Annual General Meeting of Shareholders. Each Director shall be authorized to appoint and remove his own alternate director who may act in the alternative for the Director as and when such Director sees fit. Each Director shall be entitled to Directors' fees as set forth below under "Compensation and Ownership of Common Shares of Directors and Officers." Proxies may be voted for ten Directors.
NAME AGE POSITION ---- --- -------- Tom C.Y. Tung........................... 42 Director and Chairman of the Company since September 28, 2001. Yu Jeh Tung............................. 70 Deputy Chairman of the Board of the Company since its formation. David T.H. Sun.......................... 49 Director and Chief Executive Officer of the Company since September 28, 2001. Mr. Sun has been the Managing Director of Charoong Thai Wire and Cable Public Company Limited ("Charoong Thai"), a subsidiary of the Company, since 1994. Jack T. Sun............................. 53 Director of the Company since its formation and member of the Executive Committee. Charles C.Y. Han........................ 64 Director, member of the Executive Committee and Chief Operating Officer of the Company since its formation. Mr. Han has also served as the General Manager of Sigma Cable Company (Private) Limited ("Sigma Cable"), a 98.2%-owned subsidiary of the Company, since 1982. Raymond C.Y. Kung....................... 56 Director and member of the Executive Committee of the Company since its formation. Mr. Kung has been the President and General Manager of Siam Pacific Electric Wire & Cable Company ("Siam Pacific"), a Thai subsidiary of the Company, since 1989. Frank H. Chen........................... 42 Director and member of the Audit Committee. General Manager of Parsons Brinckerhoff International, Inc., Taiwan Branch. Charles Xue............................. 49 Director and member of the Audit Committee. Chairman of United Medical Industrial Group, Inc. and 8848.Net Inc. Aaron K.M. Chik......................... 52 Chief Financial Officer of the Company. Mr. Chik also serves on the boards of Siam Pacific, Sigma-Epan International Pte Limited, Australia Pacific Electric Cables Pty. Limited, Shanghai Yayang Electric Co., Ltd. ("Shanghai Yayang"), Pacific Electric Wire & Cable (Shenzhen) Company Limited and Shandong Pacific Fiber Optic Cable Company Limited, all subsidiaries of the Company. Frank W.F. Lin.......................... 38 Special Assistant to the Chairman of Pacific Electric Wire & Cable Co. Ltd ("PEWC"). Mr. Lin is the Chief Financial Officer of TV Plus Media Co. Ltd. and serves on the boards of Pacific Stars Co. Ltd., Tri-net International Co. Ltd., TV Times Entertainment Network Inc. and Taiwan News Network Co. Ltd., all affiliates of PEWC.
Mr. Yu Jeh Tung is Deputy Chairman of the Board of Directors of the Company, and is also the Honorary Chairman of the Board of Directors of PEWC and serves as Executive Chairman of Charoong Thai. Mr. Tung also serves on a number of other boards of affiliates of PEWC. Mr. Tom C.Y. Tung is a member of the Company's Board of Directors and, since September 28, 2001, has served as the Chairman of the Company. He is also a Vice Chairman of the Board of Directors and President of PEWC and Vice President and Director of Pacific USA Holdings Corp. Mr. Tung serves as Chairman of the Boards of Directors of Pacific Computer System Inc. and Pacific Digital Media Corp., both of which are subsidiaries of PEWC, and as a member of the Board of Directors of Pacific Cellular Corp., a subsidiary of PEWC. Mr. David T.H. Sun is a member of the Company's Board of Directors and Chief Executive Officer of the Company since September 28, 2001. He is also Managing Director of Charoong Thai and Vice President of PEWC. Mr. Sun is a member of the Board of Directors of Siam Fiber Optics Co., Ltd. ("Siam Fiber Optics") and Loxley Pacific Co., Ltd., both subsidiaries of Charoong Thai. Mr. Jack T. Sun is a member of the Company's Board of Directors and its Executive Committee, as well as Chairman of the Board of Directors of PEWC, Executive Vice Chairman of Charoong Thai and Chairman of Siam Fiber Optics. Mr. Sun also serves on a number of other boards of affiliates of PEWC. Mr. Charles C.Y. Han is a member of the Company's Board of Directors and its Executive Committee and is the Chief Operating Officer of the Company. Mr. Han also serves as General Manager of Sigma Cable, Managing Director of Australia Pacific Electric Cables Pty. Ltd., a subsidiary of Sigma Cable in Australia, and Chairman of Ningbo Pacific CDC Cable Co., Ltd., a Chinese subsidiary of the Company. Mr. Raymond C.Y. Kung is a member of the Company's Board of Directors and its Executive Committee. He is also the President and General Manager of Siam Pacific and the President of Shanghai Yayang. Mr. Frank H. Chen is a member of the Company's Board of Directors and its Audit Committee. He is also the General Manager of Parsons Brinckerhoff International, Inc., Taiwan Branch. Mr. Charles Xue is a member of the Company's Board of Directors and its Audit Committee. He is also the Chairman of United Medical Industrial Group, Inc., USA and 8848.Net Inc., Beijing, China. Mr. Aaron K.M. Chik is the Chief Financial Officer of the Company. Mr. Chik also serves on a number of boards of affiliates of PEWC. Mr. Frank W.F. Lin serves on the boards of several affiliates of PEWC. COMPENSATION AND OWNERSHIP OF COMMON SHARES OF DIRECTORS AND OFFICERS The aggregate amount of compensation paid by the Company to all of the Company's Directors and executive officers, as a group, for services in all capacities during 2002 was approximately $900,000. The Company has authorized a stock option plan for Directors and key employees of the Company (the "Stock Option Plan"), pursuant to which any award of stock options will be made only with the approval of the Board of Directors. The Company has reserved 650,000 Common Shares (including 97,500 already subject to issued options) for issuance under the Stock Option Plan. As of May 28, 2003, the Directors and executive officers of the Company beneficially owned 12,000 Common Shares, representing approximately 0.087% of the outstanding Common Shares. In addition to reimbursement for reasonable travel, hotel and incidental expenses in attending meetings of the Board of Directors or committees thereof, each Director shall receive as compensation for his services in the ensuing year a cash payment in the amount of (a) $10,000, if such Director is an officer or employee of the Company or any of its affiliates or (b) $20,000, if such Director is not an officer or employee of the Company or any of its affiliates. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE NOMINEES FOR ELECTION AS DIRECTORS. PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT AUDITORS Ernst & Young LLP, independent auditors, provided auditing services to the Company during the 2002 fiscal year. The Audit Committee of the Board of Directors has (i) appointed Ernst & Young LLP as the Company's independent auditors until the next Annual General Meeting of Shareholders to audit the financial statements of the Company for the ensuing fiscal year and (ii) authorized remuneration of the independent auditors for their work on behalf of the Company. The Board of Directors recommends to the shareholders that such appointment and authorization be ratified. Representatives of Ernst & Young LLP will be available telephonically at the Meeting to respond to appropriate questions from the shareholders and will be given the opportunity to make a statement should they desire to do so. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY. OTHER MATTERS The Directors know of no other business to be presented at the Meeting. If other matters properly come before the Meeting in accordance with the Company's Bye-Laws, the persons designated as proxies will vote in accordance with their best judgment. Any shareholder wishing to submit a proposal for inclusion in the proxy statement for the 2004 Annual General Meeting of Shareholders must submit the proposal to the Secretary of the Company by December 31, 2003. Such proposal must also comply with the requirements as to form and substance established under the laws of Bermuda for such proposals to be included in the proxy statement. September 3, 2003 /s/ A.S. & K. Services Ltd. Bermuda Resident Assistant Secretary
------------------------------------------------------------------------------------------------------------------- THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED PROXY The undersigned, a shareholder of Asia Pacific Wire & Cable Corporation Limited ASIA PACIFIC WIRE & (the "Company"), hereby appoints Tom C.Y. Tung and David T.H. Sun, and each of CABLE CORPORATION LIMITED them individually, as Proxies to represent and vote all of the Company's Common Stock held of record by the undersigned, each with full power of substitution, at the Annual General Meeting of Shareholders of the Company, to be held at the offices of Pacific Electric Wire & Cable Co. Ltd, 4th Floor, 285, Section 4, ANNUAL GENERAL Chung Hsiao Road, Taipei, Taiwan on October 3, 2003 at 1:00 p.m., local time, MEETING OF and at any adjournment or postponement thereof. SHAREHOLDERS THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE OCTOBER 3, 2003 VOTED FOR PROPOSALS 1 AND 2. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD OR ATTEND THE MEETING AND VOTE IN PERSON. ----------- SEE REVERSE SIDE ----------- --------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- | [ X ] Please mark votes as in this example. |__ __ THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE VOTED FOR PROPOSALS 1 AND 2. THE BOARD OF DIRECTORS RECOMENDS A VOTE FOR PROPOSALS 1 AND 2. FOR WITHHELD 1. Election of [ ] [ ] NOMINEES: Directors. Frank H. Chen, Charles C.Y. Han, Raymond C.Y. Kung, David T.H. Sun, Jack T. Sun, Tom C.Y. Tung, Yu Jeh Tung, Charles Xue, Aaron K.M. Chik, Frank W.F. Lin For, except vote withheld from the following nominee(s): ---------------------------------------------------------- FOR AGAINST ABSTAIN 2. Ratification of [ ] [ ] [ ] appointment of Ernst & Young LLP as Independent Auditors. I/we plan to attend the Annual General Meeting of Shareholders. [ ] Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. --------------------------------------------------- --------------------------------------------------- SIGNATURE(S) DATE | |__ __ -------------------------------------------------------------------------------- SIGNATURE 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. Date: December 11, 2003 ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED /s/ Aaron Chik ---------------------------- By: Aaron Chik Chief Financial Officer