-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7RTeuAzvaWSyvFYXeQYP/0m/bvbvy383N52IC8mMYWYdHJRqDw2zkz0HVxPR5WR W0dAERShBeVUtzpD1x59Vg== 0000829365-00-000010.txt : 20000516 0000829365-00-000010.hdr.sgml : 20000516 ACCESSION NUMBER: 0000829365-00-000010 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000509 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-16673 FILM NUMBER: 632265 BUSINESS ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS INC STREET 2: SUITE 530-999 WEST HASTING ST CITY: VANCOUVER BC STATE: A1 ZIP: 00000 BUSINESS PHONE: 6046697800 MAIL ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS CANADA LTD STREET 2: SUITE 530-999 WEST HASTING ST CITY: VANCOUVER BC STATE: A1 ZIP: 00000 6-K 1 NAM TAI ELECTRONICS, INC. DOCUMENTS (6) FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For: May 09, 2000 May 08, 2000 Notice of Annual Meeting of Shareholders /Proxy Statement Proxy Card April 17, 2000 April 10, 2000 NAM TAI ELECTRONICS, INC. (Registrant's name in English) Suite 4, 9/F, Tower 1 China Hong Kong City, 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong NEWS RELEASE NAM TAI ELECTRONICS, INC. REPRESENTED BY: PAN PACIFIC I.R. LTD. CONTACT: WENDY WISEMAN INVESTOR RELATIONS ASSOCIATE SUITE 1790 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 E-MAIL: investor@namtai.com WEB SITE: www.namtai.com NAM TAI ELECTRONICS, INC. Special Dividend of $1.00 per share Announced VANCOUVER, CANADA May 9, 2000 - Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today announced a special dividend of $1.00 per common share. The special dividend will be paid on June 21, 2000 to shareholders of record at the close of business on May 31, 2000. Yesterday the Company released its first quarter 2000 results which included a significant one time profit from the sale of most of its investment in Group Sense (International) Holdings Ltd. The Board of Directors has elected to use a portion of these proceeds to reward shareholders. This reflects the Board of Directors and management's confidence that the Company's cash flows and cash reserves are sufficient to finance the factory expansion and future growth plans. ANNUAL GENERAL MEETING As previously announced, Nam Tai's Annual Meeting of Shareholders will be held at 11:30 a.m. on June 9, 2000 at the Peninsula Hotel, 700 5th Avenue at 55th Street, New York, New York. Nam Tai Electronics, Inc. is an electronics design and manufacturing service provider to some of the world's leading original equipment manufacturers. Nam Tai manufactures telecommunication products, palm-sized PC's, personal digital assistants, linguistic products, calculators, smart card readers and various components including LCD modules for cellular phones and lithium ion rechargeable battery packs which are used in cellular phones, laptop computers, electronic toys and household appliances. It has also developed the ability to integrate MP3 functionality into hand-held electronic products. The Company utilises advanced production technologies such as chip on board ("COB"), chip on glass ("COG"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies and anisotropic conductive film ("ACF") heat seal technology. Further information is available from Nam Tai's website at www.namtai.com. NEWS RELEASE NAM TAI ELECTRONICS, INC. REPRESENTED BY: PAN PACIFIC I.R. LTD. CONTACT: WENDY WISEMAN INVESTOR RELATIONS ASSOCIATE SUITE 1790 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 E-MAIL: investor@namtai.com WEB SITE: www.namtai.com NAM TAI ELECTRONICS, INC. Q1 Sales up 65%, Net Income up 419%, EPS $1.65 vs. $0.29 VANCOUVER, CANADA May 8, 2000 - Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today announced unaudited first quarter results for the period ended March 31, 2000. Net sales for the first quarter of 2000 were $44.6 million, an increase of 65% compared to net sales of $27.1 million for the first quarter of 1999. Operating income for the first quarter of 2000 increased 6% (16% per share) to $2.5 million ($0.28 per share) compared to 1999 first quarter operating income of $2.4 million ($0.24 per share). Net income for the first quarter of 2000 increased 419% to $14.6 million compared to $2.8 million in the first quarter of 1999. Basic and diluted earnings per share for the first quarter of 2000 were $1.65 and $1.60 compared to $0.29 for both in the first quarter of 1999. Profit from the sale of most of the Company's investment in Group Sense (International) Holdings Ltd. contributed $12.1 million ($1.33 per share) to net income. The first quarter sales of $44.6 million sets a new record for the Company and marks the third consecutive quarter with sales growth exceeding 50%. Gross profit margin has improved to 15.4% compared to 12.5% in the last quarter of 1999. The inventory build-up for Daewoo Electronics Deutschland GmbH has been resolved by shipping out one-third of these products in March and two-thirds in April below cost. Hence, the gross profit margin has been adversely affected in the respective quarters. The Company is continuously striving to improve the operating efficiencies and reduce costs. The Company continues to maintain a strong financial position, ending the first quarter of 2000 with $8.44 of cash per share and $16.04 of net book value per share, based on 8,855,823 shares outstanding as at March 31, 2000. The Company, as at March 31, 2000, had a cash to current liabilities ratio of 2.3:1, a current ratio of 3.9:1, a total assets to total liabilities ratio of 5.3:1, no long term debt, and approximately $74.8 million of cash. ANALYST CONFERENCE CALL The Company will hold an analysts-only conference call on Monday, May 8, 2000 at 10:30 a.m. Eastern Time for analysts to discuss the first quarter results with management. Shareholders, media, and interested investors are invited to listen to the live conference call by dialing (612)-332-0632 just prior to its start time. Callers will be asked to register with the conference call operator. Shareholders are invited to submit questions by e-mail to investor@namtai.com before 10:00 a.m. Management reserves the right to answer only those questions that it deems suitable. ANNUAL GENERAL MEETING As previously announced, Nam Tai's Annual Meeting of Shareholders will be held at 11:30 a.m. on June 9, 2000 at the Peninsula Hotel, 700 5th Avenue at 55th Street, New York, New York. Proxy forms and the 1999 annual report will be sent out to shareholders before May 9, 2000. Management would like to notify readers of the 1999 annual report and the 1999 Form 20-F that the organisational diagram contains an error. Nam Tai Telecom (Hong Kong) Company Limited is shown as a 100% owned subsidiary of Nam Tai Electronics, Inc. whereas it should be shown as a 100% owned subsidiary of Nam Tai Electronic & Electrical Products Limited. Management apologises for this error. Nam Tai Electronics, Inc. is an electronics design and manufacturing service provider to some of the world's leading original equipment manufacturers. Nam Tai manufactures telecommunication products, palm-sized PC's, personal digital assistants, linguistic products, calculators, smart card readers and various components including LCD modules for cellular phones and lithium ion rechargeable battery packs which are used in cellular phones, laptop computers, electronic toys and household appliances. It has also developed the ability to integrate MP3 functionality into hand-held electronic products. The Company utilises advanced production technologies such as chip on board ("COB"), chip on glass ("COG"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies and anisotropic conductive film ("ACF") heat seal technology. Further information is available from Nam Tai's website at www.namtai.com. Except for the historical information contained herein, matters discussed in this press release are forward-looking statements. For example, the Company's efforts to reduce costs and improve efficiencies are forward looking statements the results of which are uncertain and dependant upon many factors including stable supply of materials, successful integration of advanced technologies, changes in general economic conditions, and currency fluctuations. Other factors that might cause differences in these and the other forward looking statements, include, but are not limited to, those discussed in the Company's reports filed with the Securities and Exchange Commission from time to time, such as the factors set forth in Item 1 "Description of Business - Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 1999. NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (In Thousands of U.S. Dollars except share data)
Unaudited Three months ended March 31 2000 1999 Net sales $ 44,592 $ 27,075 Cost of sales 37,719 21,105 ----------------------------- Gross profit 6,873 5,970 Costs and expenses Selling, general and administrative expenses 3,590 3,129 Research and development expenses 774 479 ----------------------------- 4,364 3,608 ----------------------------- Income from operations 2,509 2,362 Net gain (loss) on disposal of property, plant and equipment 340 (6) Other income (loss) - net 11,202 (281) Interest income 620 808 ----------------------------- Income before income taxes 14,671 2,883 Income tax expense (97) (75) ----------------------------- Net income $ 14,574 $ 2,808 ============================= Net income per share Basic $ 1.65 $ 0.29 ============================= Diluted $ 1.60 $ 0.29 ============================= Weighted average number of shares ('000') Basic 8,846 9,659 Diluted 9,089 9,681
NAM TAI ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS AS AT MARCH 31, 2000 AND DECEMBER 31, 1999 (In Thousands of U.S. Dollars)
Unaudited Audited March 31 December 31 2000 1999 ASSETS Current assets: Cash and cash equivalents $ 74,784 $ 54,215 Accounts receivable, net 32,920 24,283 Inventories 11,639 10,901 Marketable securities 5,484 - Prepaid expenses and deposits 2,394 2,967 Income tax recoverable 2,111 2,070 -------------------------------------- Total current assets 129,332 94,436 Investment in associated company 207 17,308 Property, plant and equipment, at cost 65,351 65,076 Less: accumulated depreciation and amortization (21,975) (20,359) -------------------------------------- 43,376 44,717 Other assets 1,445 1,447 Intangible assets 784 839 -------------------------------------- Total assets $ 175,144 $ 158,747 ====================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 31,790 $ 25,504 Notes payable 42 6,949 Short term bank loans 121 - Dividend payable 797 718 Income taxes payable 97 - -------------------------------------- Total current liabilities 32,847 33,171 Deferred tax liabilities 8 8 Minority interest 200 - -------------------------------------- Total liabilities 33,055 33,179 Shareholders' equity: Common shares 89 88 Additional paid-in capital 81,176 80,870 Accumulated other comprehensive income (Note 1) 44 44 Unrealized profit of marketable securities 2,510 - Retained earnings 58,270 44,566 -------------------------------------- Total shareholders' equity 142,089 125,568 Total liabilities and shareholders' equity $ 175,144 $ 158,747 ======================================
NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (In Thousands of U.S. Dollars)
Unaudited Three months ended March 31 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 14,574 $ 2,808 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,807 1,241 Fair value of stock issued as compensation 136 - Net (gain) loss on disposal of property, plant & equipment (340) 6 Gain on disposal of marketable securities (12,129) (52) Changes in current assets and liabilities, net of effects of acquisition and disposal: Decrease in marketable securities - 295 Increase in accounts receivable (8,637) (5,180) Increase in inventories (738) (2,133) Increase in income tax recoverable (41) - Decrease in prepaid expenses & deposits 573 370 (Decrease) increase in notes payable (6,907) 1,499 Increase in accounts payable & accrued expenses 6,286 4,979 Increase (decrease) in income taxes payable 97 (28) ------------------------------- Total adjustments (19,893) 997 ------------------------------- Net cash provided (used) by operating activities $ (5,319) $ 3,805 ------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of business $ (207) $ - Purchase of property, plant & equipment (381) (636) Purchase of other assets - (6) Proceeds from disposal of marketable securities 26,463 - Proceeds from disposal of property, plant & equipment 376 - ------------------------------- Net cash provided (used) in investing activities $ 26,251 $ (642) ------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Share buy-back program $ (73) $ (3,870) Short term bank loan 121 - Dividend paid (718) (688) Additional shares issued on exercise of options 105 - Contribution by minority interest 200 - Redemption of shares - (1,550) ------------------------------- Net cash provided (used) in financing activities $ (365) $ (6,108) ------------------------------- Foreign currency translation adjustments 2 (5) ------------------------------- Net increase (decrease) in cash and cash equivalents 20,569 (2,950) ------------------------------- Cash and cash equivalents at beginning of period 54,215 71,215 =============================== Cash and cash equivalents at end of period $ 74,784 $ 68,265 ===============================
NAM TAI ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (In Thousands of U.S. Dollars) 1. Accumulated other comprehensive income represents foreign currency translation adjustments. The comprehensive income of the company was $14,574 and $2,805 for the three months ended March 31, 2000 and March 31, 1999, respectively. 2. Business segment information - The Company operates principally in only one segment of the consumer electronic products industry. A summary of the net sales, income (loss) from operations and identifiable assets by geographic areas is as follows:
Unaudited Three months ended March 31 2000 1999 NET SALES FROM OPERATIONS WITHIN: -Hong Kong Unaffiliated customers $ 43,557 $ 26,499 -PRC, excluding Hong Kong: Unaffiliated customers 1,035 576 Intersegment sales 41,984 24,585 -Intersegment eliminations (41,984) (24,585) ------------------------------- Total net sales $ 44,592 $ 27,075 =============================== INCOME (LOSS) FROM OPERATIONS WITHIN: -PRC, excluding Hong Kong $ 2,017 $ 2,085 -Hong Kong 12,557 1,445 -North America - (722) ------------------------------- Total net income $ 14,574 $ 2,808 =============================== Unaudited Audited Mar. 31, 2000 Dec. 31, 1999 IDENTIFIABLE ASSETS BY GEOGRAPHIC AREA: -PRC, excluding Hong Kong $ 56,478 $ 55,962 -Hong Kong 118,666 102,785 ------------------------------- Total Assets $ 175,144 $ 158,747 ===============================
NAM TAI ELECTRONICS, INC. Suite 4, 9/F, Tower 1 China Hong Kong City, 33 Canton Road TST, Kowloon, Hong Kong NOTICE OF ANNUAL MEETING OF SHAREHOLDERS JUNE 9, 2000 The Annual Shareholders Meeting of Nam Tai Electronics, Inc. (the "Company") will be held at the Peninsula Hotel in La Grande Salle room, 700 5th Avenue at 55th Street, New York, New York on June 9, 2000, at 11:30 a.m. for the following purposes: 1. To elect six members of the Board of Directors to serve for the ensuing year; 2. To approve the appointment of Deloitte Touche Tohmatsu as the independent accountants of the Company for the year ending December 31, 2000; 3. To consider and act upon such other business as may properly come before the Meeting or any adjournments thereof. Only holders of common shares of record at the close of business on April 24, 2000 will be entitled to vote at the Meeting. Regardless of your plan to attend/not attend the Meeting, please complete the enclosed proxy card and sign, date and return it promptly in the enclosed postage paid envelope. Sending in your proxy will not prevent you from voting in person at the Meeting. By order of the Board of Directors /s/ TADAO MURAKAMI ------------------------------------- Tadao Murakami Chairman of the Board of Directors Dated May 5, 2000 Hong Kong NAM TAI ELECTRONICS, INC. Suite 4., 9/F., Tower 1 China Hong Kong City, 33 Canton Road TST, Kowloon, Hong Kong PROXY STATEMENT MEETING AT 11:30 A.M. ON JUNE 9, 2000 Your proxy is solicited on behalf of the Board of Directors of Nam Tai Electronics, Inc. (the "Company") for use at the Annual Meeting of Shareholders to be held on June 9, 2000 at the Peninsula Hotel in La Grande Salle room, 700 5th Avenue at 55th Street, New York, New York at 11:30 a.m. (New York time). If a proxy in the accompanying form is duly executed and returned, the shares represented by the proxy will be voted as directed. If no direction is given, the shares will be voted for the election of the six (6) nominees for directors named herein and for the approval of Deloitte Touche Tohmatsu as the Company's independent accountants for the year ending December 31, 2000. A proxy given by a shareholder may be revoked at any time before it is exercised by notifying the Chairman of the Company in writing of such revocation, by giving another proxy bearing a later date or by voting in person at the Meeting. The cost of this solicitation of proxies will be borne by the Company. Solicitations will be made by mail. The Company will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of common shares of the Company. The Company's annual report, including financial statements for its fiscal year ended December 31, 1999, is being mailed to all shareholders concurrently herewith. The annual report is not part of the proxy materials. The Company's annual report on Form 20-F for the year ended December 31, 1999, as filed with the United States Securities and Exchange Commission, is available without charge upon written request from the Company's Investor Relations Representative, Pan Pacific I. R. Ltd. at Suite 1790 - 999 West Hastings Street, Vancouver, BC, Canada V6C 2W2. The Company's annual report on Form 20-F and other regulatory filings are also available in Electronic Data Gathering and Retrieval ("EDGAR") format as electronically filed with the United States Securities and Exchange Commission. Holders of common shares of record at the close of business on April 24, 2000 will be entitled to vote at the Meeting and there were 8,855,223 common shares outstanding at that date. No business shall be transacted at any Meeting of shareholders unless a quorum of shareholders is present at the time when the Meeting proceeds to business. A quorum shall consist of one or more shareholders present in person or by proxy representing at least one half of the votes of the common shares. Each common share is entitled to one vote. Management recommends a vote FOR the election of directors named; and FOR the election of Deloitte Touche Tohmatsu as independent accountants for the Company for the year ending December 31, 2000. PROPOSAL NO. 1 ELECTION OF DIRECTORS The Company's directors are elected annually to serve until the next Annual Meeting of Shareholders and until their successors are qualified and elected. The number of directors authorised by Nam Tai's By-laws shall be not less than one nor more than eight. Unless otherwise directed by shareholders, the proxy holder will vote all shares represented by proxies held by them for the election of the following nominees, all of whom, with the exception of Mr. Peter R. Kellogg, are now members and constitute the Company's Board of Directors. The Company is advised that all nominees have indicated their availability and willingness to serve if elected. In the event that any nominee becomes unavailable or unable to serve as a director of the Company prior to the voting, the proxy holder will vote for a substitute nominee in the exercise of his best judgement. INFORMATION CONCERNING NOMINEES Information concerning the nominees based on data provided by them is set forth below: TADAO MURAKAMI, 56. Mr. Murakami has served the Company in various executive capacities since 1984. He became a Director of the Company in December 1989. From June 1989 to July 1994, Mr. Murakami was employed as the President of the Company's Hong Kong subsidiary, following which he succeeded Mr. Koo as President of the Company. In June 1995, he became the Company's Chief Executive Officer. In September 1998, Mr. Murakami assumed the position of Chairman of the Board. SHIGERU TAKIZAWA, 60. Mr. Takizawa joined the Company in September 1998 after a forty-year career with Toshiba Corporation holding various senior management and executive positions. He assumed the positions of President and Chief Executive Officer of the Company, succeeding Mr. Murakami. M. K. KOO, 56. Mr. Koo served as Chairman of the Board of Directors of Nam Tai and its predecessor companies since inception until assuming the newly created position of Senior Executive Officer, Corporate Strategy, Finance and Administration in September 1998. He was the Chief Executive Officer of the Company until June 1995. Mr. Koo serves on the Company's Audit Committee. CHARLES CHU, 43. Mr. Chu originally served as Secretary and a Director of the Company from August 1987 to September 1989. He was reappointed a Director in December 1992. Since July 1988, Mr. Chu has been engaged in the private practice of law in Hong Kong. Mr. Chu serves on Nam Tai's Audit Committee. STEPHEN SEUNG, 53. Mr. Seung was appointed a Director of Nam Tai in 1995. He is an attorney and Certified Public Accountant and has been engaged in the private practice of law and accounting in New York since 1981. Mr. Seung serves on Nam Tai's Audit Committee and is its authorised agent in the United States. PETER R. KELLOGG, 57. Mr. Kellogg is a Senior Managing Director of Spear, Leeds & Kellogg, a registered broker-dealer of all major U.S. securities exchanges. There is no family relationship among any of the named directors, executive officers or key employees. No arrangement or understanding exists between any such director or executive officer and any other persons pursuant to which any director or executive officer was elected as a director or executive officer of the Company. The directors of the Company are elected at its Annual Meeting of Shareholders and serve until their successors take office or until their death, resignation or removal. The executive officers serve at the pleasure of the Board of Directors of the Company. COMPENSATION OF DIRECTORS AND OFFICERS The aggregate amount of compensation paid by Nam Tai and its subsidiaries during the year ended December 31, 1999 to all directors and officers as a group for services in all capacities was approximately $2,409,000. Directors who are not employees of the Company nor any of its subsidiaries are paid $1,000 per month for services as a director, $750 per meeting attended in person, and $500 per meeting attended by telephone. In addition they are reimbursed for all reasonable expenses incurred in connection with services as a director. CONTROL OF THE COMPANY The following table sets forth information as of April 24, 2000 regarding the ownership of the Company's common shares by all persons known by the Company to be the owner of more than ten percent (10%), by all directors owning common shares and by all directors and executive officers as a group:
Identity of Common Shares Warrants Options(1) Percent(2) Person or Group Owned of class M. K. Koo 2,260,631 926,850 0 32.6 % - ------------------------------ -------------- ------------ ------------- ------------- Peter R. Kellogg(3) 1,125,000 0 0 12.7 % - ------------------------------ -------------- ------------ ------------- ------------- Tadao Murakami 613,155 195,094 82,500 9.8 % - ------------------------------ -------------- ------------ ------------- ------------- Stephen Seung (4) 11,000 4,000 10,000 0.3 % - ------------------------------ -------------- ------------ ------------- ------------- Charles Chu 0 0 10,000 0.1 % - ------------------------------ -------------- ------------ ------------- ------------- Executive Officers and 2,885,786 1,125,944 210,500 41.4% Directors as group (9 persons) - ------------------------------ -------------- ------------ ------------- ------------- (1) Excludes options to purchase common shares that are not exercisable within 60 days of April 24, 2000. (2) There were 8,855,223 shares outstanding on April 24, 2000. Percent of class calculation assumes full exercise of the individual's or group's outstanding options and warrants that are exercisable within 60 days of April 24, 2000 and was calculated in accordance with Rule 13d(1) (i) under the Securities and Exchange Act of 1934. (3) Mr. Kellogg holds directly 125,000 Common Shares and 1,000,000 indirectly through I.A.T. Reinsurance Syndicate Ltd. ("IAT"), a Bermuda Corporation of which Mr. Kellogg is the sole holder of voting stock. Mr. Kellogg disclaims beneficial ownership of the shares held of record by IAT. (4) Includes 11,000 Common Shares and 4,000 Warrants to purchase Common Shares, registered to Violet Seung, Mr. Seung's wife, as to which Mr. Seung disclaims beneficial ownership.
STOCK OPTIONS On August 18, 1993, the Board of Directors of the Company adopted the 1993 Stock Option Plan (the "1993 Plan"). The Board has amended the 1993 Plan since then and as amended through April 24, 2000 the 1993 Plan provides for the grant to employees, officers, directors who are employees of the Company and consultants of options to purchase up to cumulative aggregate of 1,425,000 shares of common stock of the Company. In the case of directors who are not employees of the Company ("Independent Directors"), the 1993 Plan provides for options to purchase 5,000 shares of the Company to be granted annually to each Independent Director at their election to the Board of Directors at the Annual Meeting of Shareholders. Options granted to Independent Directors must be granted with an exercise at no less than 100% of the fair market value at the date of grant and it is the policy of the Company to grant options to all participants under the 1993 Plan at an exercise of no less than 100% of the fair market value at the date of grant. The Board of Directors, without approval of the shareholders may terminate the 1993 Plan at any time, but no termination shall, without the participant's consent, alter or impair any of the rights under any option theretofore granted to him under the Stock Option Plan. The term of each option granted under the 1993 Plan is for such period not exceeding ten (10) years. Each option granted under the Stock Option Plan is exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the stock option agreement evidencing such option. The Board of Directors, without approval of the shareholders, may from time to time amend the plan in such respects as the board may deem advisable; provided, however, no amendment shall (a), without the participant's consent, alter or impair any of the rights or obligations under any option theretofore granted to him under the 1993 Plan; (ii) increase the maximum aggregate number of shares which may be optioned and sold under the plan (unless shareholders approve such increase), (iii) change the manner of determining the option price or reduce the option price of outstanding options (unless shareholders approve such change(s)), (iv) change the classes of persons eligible to receive options under the 1993 Plan (unless shareholders approve such change(s)), or (v) increase the number of options to be granted to Independent Directors or alter the manner of determining the option price therefor (unless shareholders approve such change(s)). As of April 24, 2000, there were outstanding options to purchase an aggregate of 583,720 shares of the Company under the Company's 1993 Plan and 281,413 were reserved for future issuance under it. Of the outstanding options, 1,500 are exercisable at a price of $15.75 per share until March 16, 2001; 252,000 are exercisable at a price of $10.50 per share until March 16, 2001; 302,000 are exercisable at a price of $13.875 until January 31, 2003; and 28,220 are exercisable at a price of $16.125 until April 5, 2003. A total of 340,500 options are held by executive officers and directors of the Company. The remaining options are held by employees and key advisors of the Company. INFORMATION CONCERNING AUDIT COMMITTEE Pending their election as directors, the Audit Committee will consist of Mr. M. K .Koo, Mr. Stephen Seung and Mr. Charles Chu. The Audit Committee meets from time to time to review the financial statements and matters relating to the audit and has full access to management and the Company's auditors in this regard. The Audit Committee recommends the engagement or discharge of the Company's independent accountants, consults on the adequacy of the Company's internal controls and accounting procedures and reviews and approves financial statements and reports. PROPOSAL 2 APPROVE THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS The Board of Directors has selected Deloitte Touche Tohmatsu as independent accountants of the Company for the year ending December 31, 2000 and further directed that the Company submit the selection of independent accountants for approval by shareholders at the Company's Annual Meeting of Shareholders. This will be the second year for which Deloitte Touche Tohmatsu has acted as independent accountants of the Company. OTHER BUSINESS The Board of Directors knows of no other business to be acted upon at the Meeting. However, if any other matter shall properly come before the Meeting, the proxy holder named in the proxy accompanying this statement will have discretionary authority to vote all proxies in accordance with his best judgement. By order of the Board of Directors /s/ TADAO MURAKAMI -------------------------------------- Tadao Murakami Chairman of the Board of Directors Dated May 5, 2000 Hong Kong
PROXY NAM TAI ELECTRONICS, INC. ANNUAL MEETING OF SHAREHOLDERS - JUNE 9, 2000 PROXY This Proxy is Being Solicited on Behalf of the Board of Directors of the Company The undersigned shareholder(s) of Nam Tai Electronics, Inc. hereby nominate, constitute and appoint STEPHEN SEUNG, with the power to appoint his substitute, and hereby authorises him to represent the undersigned and to vote, as designated below, all Common Shares of Nam Tai Electronics, Inc. standing in my name on its books on April 24, 2000 at the annual meeting of its shareholders to be held at 11:30 a.m. on June 9, 2000 at the Peninsula Hotel in La Grande Salle room, 700 5th Avenue at 55th Street, New York, New York, and at any adjournment thereof. 1. FOR __ WITHHOLD AUTHORITY FOR __ the election as directors of the Company of six (6) persons listed: Tadao Murakami, Shigeru Takizawa, Ming Kown Koo, Charles Chu, Stephen Seung and Peter R. Kellogg; (Instruction: To withhold authority to vote for any individual nominee draw a line through the nominee's name above.) 2. FOR __ AGAINST __ ABSTAIN __ a proposal approving the selection of Deloitte Touche Tohmatsu as independent accountants of the Company for the year ending December 31, 2000; (The Board of Directors recommends a vote FOR Items 1 and 2 ) (Continued and to be signed, on reverse side)
3. If the Chairman of the Board is not present by 11:30 a.m. in accordance with Regulation 37 of the Company's Articles of Association, I hereby authorise my proxy to choose a chairman for the meeting; 4. In his discretion, the proxy is authorised to vote upon all other matters as may properly be brought before the meeting or any adjournment thereof, with all powers that the undersigned would possess if personally present. _________________________ Number of Shares Dated:____________________, 2000 _________________________ Signature of Shareholder _________________________ Signature of Shareholder (Please date this Proxy and sign your name as it appears on your stock certificate(s). Executors, administrators, trustees, etc. should give their full titles. All joint owners should sign.) IF NO SPECIFICATION IS MADE THIS PROXY WILL BE VOTED FOR ELECTION OF EACH DIRECTOR AND FOR ITEM 2. This proxy when properly executed will be voted in the manner directed herein by the above shareholder(s).
NEWS RELEASE NAM TAI ELECTRONICS, INC. REPRESENTED BY: PAN PACIFIC I.R. LTD. CONTACT: WENDY WISEMAN INVESTOR RELATIONS ASSOCIATE SUITE 1790 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 E-MAIL: investor@namtai.com WEB SITE: www.namtai.com NAM TAI ELECTRONICS, INC. TO RELEASE Q1 RESULTS ON MAY 8 VANCOUVER, CANADA April 17, 2000 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today announced it will release its first quarter results for the period ended March 31, 2000 before the market opens on Monday, May 8, 2000. The Company will hold an analysts-only conference call on Monday, May 8, 2000 at 10:30 a.m. Eastern Time for analysts to discuss the first quarter results with management. Analysts who wish to receive the dial-in number for this conference call are invited to contact the Investor Relations Office at 1-800-661-8831 no later than Friday, May 5, 1999 at 6:00 p.m. Eastern Time. Shareholders, investors and other interested individuals are invited to listen to the live conference call by dialing (612)-332-0632 just prior to its start time of 10:30 a.m. Eastern Time on Monday, May 8, 2000. Callers will be asked to register with the conference call operator. FIRST QUARTER DIVIDEND The Company will pay its first quarter dividend of $0.09 per share on or before April 21, 2000 to shareholders of record at the close of business on March 31, 2000. ANNUAL SHAREHOLDERS MEETING The Annual Shareholders Meeting of Nam Tai Electronics, Inc. has been set for 11:30 a.m. June 9, 2000 at the Peninsula Hotel, 700 5th Avenue at 55th Street, New York, New York. Shareholders of record as of April 24, 2000 will be eligible to vote at the meeting. Nam Tai Electronics, Inc. is an electronics design and manufacturing service provider to some of the world's leading original equipment manufacturers. Nam Tai manufactures telecommunication products, palm-sized PC's, personal digital assistants, linguistic products, calculators, smart card readers and various components including LCD modules for cellular phones and lithium ion rechargeable battery packs which are used in cellular phones, laptop computers, electronic toys and household appliances. It has also developed the ability to integrate MP3 functionality into hand-held electronic products. The Company utilises advanced production technologies such as chip on board ("COB"), chip on glass ("COG"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies and anisotropic conductive film ("ACF") heat seal technology. Further information is available from Nam Tai's website at www.namtai.com. NEWS RELEASE NAM TAI ELECTRONICS, INC. REPRESENTED BY: PAN PACIFIC I.R. LTD. CONTACT: WENDY WISEMAN INVESTOR RELATIONS ASSOCIATE SUITE 1790 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 E-MAIL: investor@namtai.com WEB SITE: www.namtai.com NAM TAI ELECTRONICS, INC. MARCH SALES REACH NEW RECORD VANCOUVER, CANADA April 10, 2000 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAI and NTAIW; CBOE Symbol: QNA) today announced a new sales record for the month of March of $18.8 million versus $15.5 million for the month of December of 1999 as a result of new products, new customers and increased orders which will be reflected in our first quarter results. GLS HOLDINGS REDUCED Nam Tai announced the successful liquidation of a further 70 million shares of Group Sense (International) Ltd. ("Group Sense"), a Hong Kong publicly listed company (Hang Seng company # 601) reducing its ownership position from 10% to 3%. On March 13, 2000 the Company announced the sale of 100 million Group Sense shares. Nam Tai invested $16.5 million in May 1998 acquiring 205 million Group Sense common shares. Following the sale of the initial 100 million shares, the remaining shares were subject to a lock-up agreement. The Company's decision to sell a further 70 million shares was made under the request and with the co-ordination of Group Sense to support Group Sense complete a private placement financing. As a result, the Company obtained a release from the lock-up agreement. Nam Tai's remaining 3% holdings in Group Sense continue to be subject to a lock-up agreement. Nam Tai Electronics, Inc. is an electronics design and manufacturing service provider to some of the world's leading original equipment manufacturers. Nam Tai manufactures telecommunication products, palm-sized PC's, personal digital assistants, linguistic products, calculators, smart card readers and various components including LCD modules for cellular phones and lithium ion rechargeable battery packs which are used in cellular phones, laptop computers, electronic toys and household appliances. It has also developed the ability to integrate MP3 functionality into hand-held electronic products. The Company utilises advanced production technologies such as chip on board ("COB"), chip on glass ("COG"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies and anisotropic conductive film ("ACF") heat seal technology. Further information is available from Nam Tai's website at www.namtai.com. The Registrant hereby incorporates this Report on Form 6-K into its Registration Statement on Form F-3 (Registration No. 333-36135). 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. For and on behalf of Nam Tai Electronics, Inc. /s/ TADAO MURAKAMI ------------------------- Tadao Murakami, Chairman Date: May 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----