-----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, Lg9zZSiEbcvlI7SQRtQD8lYqZM/xwmBamqCxeMWKt3f7wfhAHaFUVctNw5A30b5n 1Vu61zCepa6jccF5Y+WvVw== 0001021408-03-005528.txt : 20030401 0001021408-03-005528.hdr.sgml : 20030401 20030401170707 ACCESSION NUMBER: 0001021408-03-005528 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSG INTERNATIONAL LTD CENTRAL INDEX KEY: 0000883230 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43708 FILM NUMBER: 03634943 BUSINESS ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 BUSINESS PHONE: 8524276951 MAIL ADDRESS: STREET 1: 17/F WATSON CENTRE STREET 2: 16-22 KUNG YIP ST CITY: KWAI CHUNG HONG KONG STATE: K3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WANG BRANDON S L CENTRAL INDEX KEY: 0000903845 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OLD PUMP HOUSE STREET 2: 35 KENSINGTON COURT PLACE KENSINGTON CITY: LONDON W8 5BJ UK STATE: X0 BUSINESS PHONE: 011441719384588 MAIL ADDRESS: STREET 1: OLD PUMP HOUSE STREET 2: 35 KENSINGTON COURT PLACE KENSINGTON CITY: LONDON W8 5BJ UK STATE: X0 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

DSG INTERNATIONAL LIMITED


(Name of Issuer)

 

 

Ordinary Shares Par Value $0.01 Per Share


(Title of Class of Securities)

 

 

 

G28471-10-3


(CUSIP Number)

 

 

Peter Chang

AHP Holdings L.P.

2805 Peachtree Industrial Blvd

Suite 211

Duluth, Georgia 30097

Telephone 678-957-9989


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

March 19, 2003


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.: G28471-10-3 13D

 


  1.




  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Mr. Brandon Wang

Flat E, 2/F, Block 3

Villa Concerto

Symphony Bay

Sai Kung, N.T.

Hong Kong

 

S.S. or I.R.S. Identification No.: NONE


  2.

  

Check the Appropriate Box if a Member of a Group.

(a)  ¨

(b)  ¨


  3.

  

SEC Use Only

 

 


  4.

  

Source of Funds: See Item 3

 

 


  5.

  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                         ¨

 

 


  6.

  

Citizenship or Place of Organization: Hong Kong

 

 


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

  

  7.    Sole Voting Power: 3,556,100

 


  

  8.    Shared Voting Power: 140,580

 


  

  9.    Sole Dispositive Power: 3,556,100

 


  

10.    Shared Dispositive Power: 140,580

 


 


 

CUSIP No.: G28471-10-3 13D

 


11.    Aggregate Amount Beneficially Owned by Each Reporting Person: 3,696,680(1)

 

(1) Includes 140,580 Ordinary Shares owned by Brandon Wang’s wife, Eileen Wang, as to which Brandon Wang disclaims any beneficial interest of such shares. The filing of this statement shall not be construed as an admission that Brandon Wang is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such 140,580 shares.

 


12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares:                                                                                           ¨

 


13.    Percent of Class Represented by Amount in Row (11): 45.3%

 


14.    Type of Reporting Person: IN

 


 

Item 1.     Security and Issuer.

 

This statement on Schedule 13D relates to the restricted Ordinary Shares, par value $0.01 per share (the “Ordinary Shares”), issued under the Equity Participation Plan of DSG International Limited, a British Virgin Islands company (“DSGI”). DSGI’s principal executive offices are located at 17/F Watson Centre, 16-22 Kung Yip St., Kwai Chung, Hong Kong.

 

Item 2.    Identity and Background.

 

(a) and (b)

  

The individual filing this Schedule 13D is:

    

1. Mr. Brandon Wang

    

2. Flat E, 2/F, Block 3, Villa Concerto, Symphony Bay, Sai Kung, N.T., Hong Kong

(c)

  

Mr. Brandon Wang is the Chief Executive Officer of DSG International Limited, a director and major shareholder.

(d) and (e)

  

The filing individual has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

  

Mr. Brandon Wang is a Hong Kong citizen.

 


 

CUSIP No.: G28471-10-3 13D

 


 

Item 3.    Source and Amount of Funds or Other Consideration.

 

Mr. Brandon Wang acquired ownership of 375,000 restricted Ordinary Shares on March 19, 2003 that were granted to him under the DSG International Limited Equity Participation Plan. These restricted Ordinary Shares are considered bonus shares that have a six-month vesting period from the date of grant.

 

Item 4.    Purpose of Transaction.

 

  (a)   Dependent upon market conditions and other factors, Mr. Brandon Wang intends to sell these restricted Ordinary Shares back to the Company at the end of the vesting period. The proceeds from the sale of these shares will be used to reduce Mr. Brandon Wang’s shareholder loan due to the Company.

 

Except as set forth in Item 4 (a) Brandon Wang has no plans or proposals that relate to or would result in any of the actions set forth in clauses (b) through (j) of Item 4, although the individual may in the future take actions that would have such an effect.

 

Item 5.    Interest in Securities of the Issuer.

 

(a) and (b) – DSG International Limited (“DSGI”) had a total of 6,989,116 issued and outstanding Ordinary Shares as of December 31, 2002. As of March 19, 2003 DSGI issued an additional 1,370,000 Ordinary Shares under its Equity Participation Plan. Included in the total shares issued were 1,175,000 restricted Ordinary Shares, which, automatically increased the total issued and outstanding Ordinary Shares of DSGI.

 

Therefore as of March 19, 2003 Mr. Brandon Wang and a certain Trust to which he is the principal beneficiary of own 3,696,680 Ordinary Shares of DSGI. This number of shares includes 140,580 Ordinary Shares owned by Brandon Wang’s wife, Eileen Wang, as to which Brandon Wang disclaims any beneficial interest of such shares. Such shares in the aggregate constitute 45.3% of the total number of DSGI’s Ordinary Shares outstanding. The number of shares held within the Trust is 2,317,100 Ordinary Shares. The Trust is an irrevocable Trust and Brandon Wang, the principal beneficiary has no investment or voting control as defined by the Securities Exchange Act of 1934.

 

Item   6.    Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

 

None

 

Item 7.    Material to Be Filed as Exhibits.

 

None

 


 

CUSIP No.: G28471-10-3

 

Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 26, 2003

 

/s/    Brandon Wang


Brandon Wang

 

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