S-8

As filed with the Securities and Exchange Commission via Edgar as of August 15, 2006

     Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Form S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

NAM TAI ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction of
incorporation or organization) None
(I.R.S. Employer
Identification No.)

2006 Stock Option Plan
(Full Title of Plan)

116 Main Street
3rd Floor
Road Town, Tortola
British Virgin Islands
(Address of Principal Executive Offices)

Corporation Service Company
2711 Centerville Road, Suite 400,
Wilmington Delaware 19808
800-927-9800
(Name, address, and telephone number, including area code, of agent for service)

Copy to:
Mark A. Klein, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
10100 Santa Monica Boulevard, 7^th Floor
Los Angeles, CA 90067
(310) 552-5000
Fax: (310) 552-5001

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum	Amount of
	Amount to be	offering price	aggregate offering	registration
Title of securities to be registered	registered	per share (1)	price (1)	fee (2)
Common shares $0.01 par value	2,000,000 shares	$15.19	$30,110,000	$3,222

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c), based on the average of the high and low prices reported on the New York Stock Exchange on August 14, 2006.
(2)	In accordance with Rule 457(p), registrant offsets the amount of the registration fee payable in connection with the filing of this registration statement against $3,222 of the $7,271 paid previously by the registrant in connection with its Registration Statement on Form F-3, Registration No. 333-103547, initially filed on February 28, 2003.

TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption From Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT 4.2
EXHIBIT 5.1
EXHIBIT 23.2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified in Part I of Form S-8 are being separately provided to registrant’s employees, officers, directors, consultants and advisors as specified by Rule 428(b)(1) of the Securities Act of 1933 (the “Securities Act”).

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The documents listed in paragraphs (a) through (c) below are hereby incorporated by reference in this Registration Statement. All documents subsequently filed by registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereto from the date of filing of such documents.

     (a) Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005.

     (b) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by registrant’s document referred to in (a) above.

     (c) Registrant’s Form 8-A filed with the SEC on January 13, 2003.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Pursuant to its Articles of Association and subject to British Virgin Islands law, registrant may indemnify a director or officer out of the assets of registrant against all losses or liabilities which the director or officer may have incurred in or about the execution of the duties of his office or otherwise in relation thereto. No director or officer is liable for any loss, damage or misfortune which may have been incurred by registrant in the execution of the duties of his office, or in relation thereto provided the director or officer acted honestly and in good faith with a view to the best interest of registrant and except for his own willful misconduct or negligence.

Item 7. Exemption From Registration Claimed.

     Not applicable.

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Item 8. Exhibits.

Exhibit
No.	Description
4.1	2006 Stock Option Plan (incorporated by reference to Exhibit 99.1 to Registrant’s Form 6-K furnished to the Securities and Exchange Commission on June 12, 2006).
4.2	Form of Stock Option Certificate to Purchase Common Shares.
5.1	Opinion of McW. Todman & Co.
23.1	Consent of McW. Todman & Co. (included in Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney (included on signature page).

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong on the 15th day of August 2006.

NAM TAI ELECTRONICS, INC.
By:	/s/ Patinda Lei
	Patinda Lei, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patinda Lei, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Capacity	Date
/s/ Ming Kown Koo Ming Kown Koo	Chairman of the Board of Directors and Member of the Board of Directors	August 15, 2006
/s/ Patinda Lei Patinda Lei	Chief (Principal) Executive Officer and Chief (Principal) Financial (and Principal Accounting) Officer	August 15, 2006
/s/ Charles Chu Charles Chu	Member of the Board of Directors	August 15, 2006
/s/ Peter R. Kellogg Peter R. Kellogg	Member of the Board of Directors	August 15, 2006
/s/ Stephen Seung Stephen Seung	Member of the Board of Directors and United States Representative	August 15, 2006
/s/ Wing Yan (William) Lo Wing Yan (William) Lo	Member of the Board of Directors	August 15, 2006
/s/ Mark Waslen Mark Waslen	Member of the Board of Directors	August 15, 2006

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EX-4.2

EXHIBIT 4.2

Option Certificate No. [Year]-[ No. _____ ]

[Form of] STOCK OPTION CERTIFICATE TO PURCHASE [Insert number] COMMON SHARES

     This certificate evidences the agreement, dated as of [insert date of grant] (hereinafter the “Grant Date”), by and between Nam Tai Electronics, Inc., a British Virgin Islands international business company with its principal executive offices at 3rd Floor, 116 Main Street, Road Town, Tortola, British Virgin Islands (hereinafter called the “Company”), party of the first part, and,

     [Insert full name of Director/Officer/Employee/Consultant/Advisor] of [insert address of optionee] (hereinafter called “Optionee”), a party of the second part;

WITNESSETH

     Whereas, the Company has adopted the 2006 Stock Option Plan of Nam Tai Electronics, Inc. (the “Plan”) to permit options to be granted to certain employees, directors, officers, consultants and advisors of the Company and its subsidiaries to purchase Common Shares of the Company; and

     {[Use for Annual Grants to Non-Employee Directors Elected at Annual General Shareholders’ Meeting:] Whereas, pursuant to the Plan, the Company shall grant to each non-employee director 15,000 options to purchase common shares upon their election to the board of directors at each annual meeting of shareholders.]

     {Whereas, the Optionee was elected as a non-employee director at the Annual Meeting of Shareholders of the Company held on [_____ ](“the Grant Date”);]}

     [Use other than for Annual Grants to Non-Employee Directors Elected at Annual General Shareholders’ Meeting] Whereas, the Optionee is employed or retained by the Company in a key capacity, and the Company wishes to recognize Optionee’s past performance and contribution to the Company and/or desires Optionee to remain in such employ or retention, and to secure or increase Optionee’s stock ownership in the Company in order to increase Optionee’s incentive and personal interest in the welfare of the Company;

     Now, therefore, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

     1. Subject to the terms and conditions set forth herein the Company grants to;

[Insert Full name of Optionee],

the registered holder hereof the right to purchase from Nam Tai Electronics, Inc. Common Shares of the Company at the purchase price per Common Share of $xx.xx (the “Option Price”) at any time between the Commencement Date as set forth in paragraph 3 and before the Expiration Date set forth in paragraph 6 [Insert 15,000 when used for Annual Grants to Non-Employee Directors Elected at Annual General Shareholders’ Meeting; Insert number granted when optionee is not a non-employee director] Common Shares of the Company.

     2. The Option Price to be paid for the optioned shares shall be [option price written out] US Dollars (US$xx.xx ), which is the closing price per Common Share of the Company on the Grant Date.

     3. The option granted hereby may be exercised by the Optionee at any time from the date of this agreement (the “Commencement Date”) and on or before the Expiration Date as provided in paragraph 6 below.

     4. The Options evidenced hereby may be exercised in whole or in part (partial exercise may be in minimum increments of 1,000 shares) by presentation of this Option Certificate to the Corporate Secretary of the Company at Suite 1506-08, 15th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong, specifying the number of shares in respect of which the option is being exercised, accompanied by payment for such shares by certified check, bank draft or wire transferto the order of the Company. Such shares, upon payment of the purchase price, shall be fully paid and nonassessable.

Page 1 of 2

     5. The option herein granted shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and may be exercised during the life of the Optionee only by the Optionee.

     6. The option granted hereunder shall expire and become unexercisable at the close of trading on {Insert Expiry date [three years from the date of grant in the case of Annual Grants to Non-Employee Directors and not to exceed ten years from the date of grant in the case of any other grant}].

     7. Adjustments in optioned shares and option price herein provided may be made as provided in Section 16(b) of, or otherwise in, the Plan.

     8. As to all optioned shares (or any stock issued as a stock dividend thereon or any securities issued in lieu thereof or in substitution therefor), purchased by the Optionee or Optionee’s personal representative upon the exercise of any portion of the option herein granted, the Board of Directors of the Company, in its sole discretion, may require that the Optionee or Optionee’s personal representative, as the case may be, agree to that they will comply with such restrictions as may be necessary to satisfy the requirements of the Securities Act of 1933.

     9. The Optionee shall not be deemed for any purposes to be a shareholder of the Company with respect to any of the optioned shares except to the extent that the option herein granted shall have been exercised with respect thereto and a stock certificate issued therefor.

     10. The existence of the option herein granted shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the common stock of the Company or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding whether of a similar character or otherwise.

     11. As a condition of the granting of the option herein granted, the Optionee agrees, for himself or herself and Optionee’s personal representative, that any dispute or disagreement which may arise under or as a result of or pursuant to this agreement shall be determined by the Board of directors of the Company in Optionee’s sole discretion based on the Company’s copy of this agreement, and that any interpretation by the board of directors of the Company of the terms of this agreement shall be final, binding and conclusive.

     12. If, at any time, the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares covered by the option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the purchase of shares thereunder, the option may not be exercised, in whole or in part, unless and until such listing, registration or qualification shall have been effected free of any conditions not acceptable to the Board of Directors of the Company.

     13. Nothing in this agreement shall be construed to confer upon the Optionee any right to continued employment, appointment or other arrangement with the Company or to restrict in any way the right of the Company to terminate his or her employment, appointment or arrangement. Optionee acknowledges that the option evidenced hereby is being granted to recognize and reward Optionee’s past performance and contribution to the Company and/or to encourage such Optionee to secure or increase on reasonable terms his or her stock ownership in the Company.

     IN WITNESS WHEREOF, the Company has caused this instrument to be exercised by its duly authorized officers, effective as of the Commencement Date.

NAM TAI ELECTRONIC, INC.
 

By:  

Title: 

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EX-5.1

EXHIBIT 5.1

[McW. TODMAN & CO. LETTERHEAD]

IBC 3805

August 15, 2006

Nam Tai Electronics, Inc.
116 Main Street
3rd Floor
Road Town, Tortola
British Virgin Islands

Ladies and Gentlemen

RE: NAM TAI ELECTRONICS, INC. REGISTRATION STATEMENT ON FORM S-8

We are British Virgin Islands Counsel to Nam Tai Electronics, Inc., a British Virgin Islands international business company (the “Company”). We have assisted the Company in its preparation of a registration statement (the “Registration Statement”) on Form S-8 under the United States Securities Act of 1933, as amended the (the “Securities Act”), to register 2,000,000 common shares, $.01 par value of the Company (the “Common Shares”) issuable upon exercise of options granted and to be granted under the Company’s 2006 stock option plan (the “Plan”).

In rendering this opinion, we have considered such questions of law and examined such statutes and regulations, corporate records, certificates and other documents and have much such other examinations, searches and investigations, as we have considered necessary. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or as photocopies or telecopies. We have not made an independent examination of the laws of any jurisdiction other than the British Virgin Islands and we do not express or imply any opinions in respect to the laws of any other jurisdiction. The opinions expressed herein are based on legislation and regulations in effect on the date hereof.

Based on and subject to the foregoing we are of the opinion that the Common Shares, when issued pursuant to the exercise of options under the Plan and the payment of the purchase price therefor, will be duly and validly issued, fully paid and non-assessable common shares of the Company.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. This consent in not construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.

Yours sincerely,

McW. TODMAN & CO.

/s/ John Carrington  

John Carrington

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Nam Tai Electronics, Inc. on Form S-8 of our report dated March 9, 2006 relating to the financial statements of Nam Tai Electronics, Inc. appearing in the annual report on Form 20-F of Nam Tai Electronics, Inc. for the year ended December 31, 2005.

Hong Kong
August 15, 2006