-----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, PZGhRQkKXfn1H11bd/Ffp2yQD3QaY8sGN53lNt14iYOT3pFPJ0Vlq+qqYEwX+qBw bTQRG3N8OZwkpt0SyvDQ4Q== 0000950148-00-000779.txt : 20000420 0000950148-00-000779.hdr.sgml : 20000420 ACCESSION NUMBER: 0000950148-00-000779 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000419 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: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-16673 FILM NUMBER: 604787 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 8-A12G/A 1 FORM 8-A12G AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (AMENDMENT NO. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NAM TAI ELECTRONICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) BRITISH VIRGIN ISLANDS (STATE OF INCORPORATION OR ORGANIZATION) NONE (I.R.S. EMPLOYER IDENTIFICATION NO.) 9,15/F., TOWER 1, CHINA HONG KONG CITY, 33 CANTON ROAD, KOWLOON, HONG KONG (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS TO BE SO REGISTERED: NONE NAME OF EACH EXCHANGE ON WHICH EACH CLASS IS TO BE REGISTERED: NONE If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: Redeemable Common Share Purchase Warrants ("Warrants"), (Title of class) Securities Act registration statement file number to which this form relates: 333-361635 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Effective on April 3, 2000, Registrant and U.S. Stock Transfer Corporation, as Warrant Agent (the "Warrant Agent") under that certain Warrant Agreement dated as November 24, 1997 (the "Warrant Agreement) by and between Registrant and the Warrant Agent amended the Warrant Agreement governing the Warrants to provide for a two-year extension of the expiration date of the Warrants. As amended, the expiration date of the Warrants is 5:00 p.m. Eastern Time on November 24, 2002. No other changes to the Warrants were made. Consequently, as amended, each Warrant is exercisable to purchase one Common Share of Registrant at a price of $20.40 per share at any time until 5:00 p.m. Eastern Time on November 24, 2002. The Warrants are redeemable by the Company at any time at $0.05 per Warrant if the average closing sale price of the Common Shares for 20 consecutive trading days within the 30-day period preceding the date the notice is given equals or exceeds $25.50 per share. ITEM 2. EXHIBITS Exhibit No. Description - ------- ----------- 4.1 Amendment No. 1 to Warrant Agreement between the Company and U.S. Stock Transfer Corp., as Warrant Agent the Registration Statement) 4.2 Form of Warrant Certificate (as amended pursuant to Exhibit 1). 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NAM TAI ELECTRONICS, INC. Dated: April 19, 2000 By: /s/ Tadao Murakami -------------------------------- Tadao Murakami Chairman of the Board 3 EX-4.1 2 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS 1 EXHIBIT 4.1 NAM TAI ELECTRONICS, INC. AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT (the "Amendment"), dated as of April 1, 2000, is agreed to between Nam Tai Electronics, Inc., a British Virgin Islands international business company (the "Company"), and U.S. Stock Transfer Corporation, as warrant agent (the "Warrant Agent"). WHEREAS, the Company and the Warrant Agent entered into a warrant agreement dated November 24, 1997 (the "Warrant Agreement"); WHEREAS , the Company desires to amend the Warrant Agreement to extend the expiration date of the Warrants from November 24, 2000 to November 24, 2002; NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties agree as follows: 1. Section 2.1 of the Warrant Agreement be amended to read as follows: Each Warrant shall entitle the registered holder of the certificate representing such Warrant to purchase at the Warrant Price therefor one Common Share, subject to the adjustments provided for in Section 9 hereof, at any time prior to 5:00 p.m. Eastern time on November 24, 2002. 2. That the Warrant Agent be authorized to modify the Warrant certificates to reflect the changes of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the day and year first above written: NAM TAI ELECTRONICS, INC. U.S. STOCK TRANSFER CORPORATION By: /s/ Tadao Murakami By: /s/ Enrique Artaza ----------------------------- ------------------------ Tadao Murakami Enrique Artaza Chairman Senior Vice President EX-4.2 3 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS 1 EXHIBIT 4.2 EXPIRATION DATE EXTENDED TO NOVEMBER 24, 2002 NW2- WARRANT TO PURCHASE COMMON SHARES CUSIP 629865 14 8 WARRANT TO PURCHASE COMMON SHARES NAM TAI ELECTRONICS, INC. INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF GLENDALE, CALIFORNIA This certifies that, for value received, , the registered holder hereof or assigns (the "Holder"), is entitled to purchase from NAM TAI ELECTRONICS, INC. a British Virgin Islands corporation (the "Company"), at any time before 5:00 p.m., Eastern Time, on November 24, 2000, at the purchase price per Share of $20.40 (the "Warrant Price"), the number of Common Shares of the Company set forth above (the "Shares"). The number of Shares purchasable upon exercise of each Warrant evidenced hereby and the Warrant Price per Share shall be subject to adjustment from time to time as set forth in the Warrant Agreement referred to below. This Warrant is subject to redemption by the Company, at $.05 per Common Share purchasable upon exercise hereof, upon not less than 30 days' notice, at any time after the Daily Market Price (determined pursuant to the Warrant Agreement) per Common Share has equaled or exceeded $25.50 for a period of at least 20 consecutive trading days ending within 10 days prior to the date of the notice of redemption, and prior to expiration of the Warrants. The Warrant redemption price and the Daily Market Price referred to above shall be subject to adjustment from time to time as set forth in the Warrant Agreement. The Warrants evidenced hereby may be exercised in whole or in part by presentation of this Warrant certificate with the Purchase Form on the reverse side hereof duly executed (with a signature guarantee as provided on the reverse side hereof) and simultaneous payment of the Warrant Price (subject to adjustment) at the principal office in Glendale, California, U.S.A., of U.S. Stock Transfer Corporation (the "Warrant Agent"). Payment of such price shall be made at the option of the Holder in cash or by certified check or bank draft, all as provided in the Warrant Agreement. The Warrants evidenced hereby are part of a duly authorized issue of Common Share Purchase Warrants and are issued under and in accordance with a Warrant Agreement dated as of November 24, 1997, between the Company and the Warrant Agent and are subject to the terms and provisions contained in such Warrant Agreement, to all of which the Holder of this Warrant certificate by acceptance hereof consents. A copy of the Warrant Agreement may be obtained for inspection by the Agent and are subject to the terms and provisions contained in such Warrant Agreement, to all of which the Holder of this Warrant certificate by acceptance hereof consents. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Warrant Agent. Upon any partial exercise of the Warrants evidenced hereby, there shall be countersigned and issued to the Holder a new Warrant certificate in respect of the Shares as to which the Warrants evidenced hereby shall not have been exercised. This Warrant certificate may be exchanged at the office of the Warrant Agent by surrender of this Warrant certificate properly endorsed (with a signature guarantee) either separately or in combination with one or more other Warrants for one or more new Warrants to purchase the same aggregate number of Shares as here evidenced by the Warrant or Warrants exchanged. No fractional Shares will be issued upon the exercise of rights to purchase hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. The Warrants evidenced hereby are transferable at the office of the Warrant Agent in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder hereof may be treated by the Company, the Warrant Agent and all other persons dealing with this Warrant certificate as the absolute owner hereof for all purposes and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding, and until such transfer is entered on such books, the Company may treat the Holder hereof as the owner for all purposes. This Warrant certificate does not entitle the Holder hereof to any of the rights of a stockholder of the Company. The Company has agreed to pay a fee of 1% of the Warrant Price upon certain conditions as specified in the Warrant Agreement upon exercise of the Warrant. This Warrant certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. NAM TAI ELECTRONICS, INC. By: /s/ Koo Ming Kown Dated: Countersigned: CHAIRMAN OF THE BOARD NAM TAI ELECTRONICS, INC. U.S. STOCK TRANSFER CORPORATION COMMON SEAL Warrant Agent ATTEST: /s/ Loren Waldman INCORPORATED IN THE By: SECRETARY BRITISH VIRGIN ISLANDS Authorized Signatory
2 NAM TAI ELECTRONICS, INC. PURCHASE FORM Mailing Address: NAM TAI ELECTRONICS, INC. c/o U.S. STOCK TRANSFER CORPORATION 1745 Gardena Avenue Second Floor Glendale, California, USA 91304 The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant certificate for, and to purchase thereunder, _____________________ Common Shares provided for therein, and requests that certificates for such Shares be issued in the name of: (Please Print or Type Name, Address and Social Security Number) and, if said number of Shares shall not be all the Shares purchasable hereunder, that a new Warrant certificate for the balance of the Shares purchasable under the within Warrant certificate be registered in the name of the undersigned Holder or his Assignee as below indicated and delivered to the address stated below. The undersigned represents that the exercise of the within Warrant was solicited by a member of the National Association of Securities Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in the space below. Unless otherwise indicated in the space below, it will be assumed that the exercise was solicited by Joseph Charles & Assoc., Inc. Dated: ----------------------- ---------------------------------------- (Name of NASD member if other than Joseph Charles & Assoc., Inc.) Name of Holder or Assignee: ---------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- Signature: --------------------------------------------------------------------- Note: The above signature must correspond with the name as it appears upon the face of the within Warrant certificate in every particular, without alteration or enlargement or any change whatever, unless these Warrants have been assigned. Signature Guaranteed: By ------------------------------------------------------ The signature(s) should be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. ASSIGNMENT (To be signed only upon assignment of Warrants) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee Must Be Printed or Typewritten) the within Warrants, hereby irrevocably constituting and appointing _______________________________________________________________Attorney to transfer said Warrants on the books of the Company, with full power of substitution in the premises. Dated: ----------------------- ---------------------------------------- Signature of Registered Holder Note: The signature on this assignment must correspond with the name as it appears upon the face of the within Warrant certificate in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed: By______________________________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----