AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2002
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DESWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
British Virgin Islands None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Unit 516 517, Hong Leong Industrial Complex,
No. 4 Wang Kwong Road, Kowloon Bay,
Kowloon, Hong Kong
(Address of Principal Executive Offices)
2001 Stock Option Plan
(Full title of the plan)
Stephen Seung
2 Mott St. Suite 601
New York, New York 10013
(212) 732-0030
Fax: (212) 227-5097
(Name, address and telephone number, including area code of agent for service)
With copies to:
Mark A. Klein, Esq.
Kirkpatrick & Lockhart LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, CA 90067
Phone: (310) 552-5000
Fax: (310) 552-5001
CALCULATION OF REGISTRATION FEE
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Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered(1) per share(2)(3) price(2)(3) fee
-------------------------------------------------------------------------------------------------
Common Stock 750,000(3) $11.33 $8,500,000 $782.00
-------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable under any of the plans by reason of
any stock split, stock dividend, recapitalization, or other similar
transaction.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating
the registration fee. The calculation is based upon the per share
exercise price of outstanding options under the Plan as adjusted for the
three-for-two stock split referred to in Note (3).
(3) Gives effect to a three-for-two stock split declared on June 17, 2002
for outstanding shares to stockholders of record on July 8, 2002,
payable on July 22, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1).
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 the 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 filed with the Securities and
Exchange Commission on July 9, 2002;
(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 the registrant document referred to in (a) above; and
(c) The second two paragraphs of the section of the Registrant's
Prospectus dated February 14, 2001 as field with the Securities and
Exchange Commission under Rule 424(b)(3) of the Securities Act
entitled "Description of Securities--Common Shares."
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, the Company may indemnify a director or officer out of the assets
of the Company 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 the Company 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
interests of the Company and except for his own willful misconduct or
negligence.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Numbers
-------
4.1 2001 Stock Option Plan of Deswell Industries, Inc. (Incorporated by reference from
Exhibit A of the Company's Form 6-K filed with the Securities and Exchange
Commission on December 12, 2001).
4.2 Form of Stock Option Agreement for 2001 Stock Option Plan of Deswell Industries,
Inc.
5.1 Opinion of Harney Westwood & Riegels.
23.1 Consent of Harney Westwood & Riegels (included in Exhibit 5).
23.2 Consent of Deloitte Touche Tohmatsu.
ITEM 9. UNDERTAKINGS.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 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 hereunder, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
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 this 10th day of July, 2002.
DESWELL INDUSTRIES, INC.
By: /s/ Richard Lau
----------------------------
Richard Lau
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes an appoints Richard Lau, C. P. Li, C. W. Leung, and each of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution for him 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.
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.
Name Position with the Company Date
---- ------------------------- ----
/s/ Richard Lau Chief Executive Officer and Chairman
--------------- of the Board of Directors
Richard Lau (Principal Executive Officer) July 10, 2002
/s/ C.P. Li Executive Director, General Manager
----------- and Administration for Plastic
C. P. Li Operations, Chief Financial Officer,
Secretary and Member of the Board of
Directors
(Principal Financial Officer) July 10, 2002
/s/ C.W. Leung Executive Director of Engineering for
-------------- Plastic Operations and Member of the
C. W. Leung Board of Directors July 10, 2002
/s/ Stephen K. Seung Member of the Board of Directors and
-------------------- United States Authorized
Stephen K. Seung Representative July 10, 2002
/s/ Hung-Hum Leung
---------------------
Hung-Hum Leung Member of the Board of Directors July 10, 2002
/s/ Eliza Y.P. Pang
------------------- Financial Controller July 10, 2002
Eliza Y.P. Pang (Principal Accounting Officer)