As filed with the Securities and Exchange Commission on June 1, 2001
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Global Sources Ltd.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Global Sources Ltd.
Cedar House
41 Cedar Avenue
Hamilton MH 12, Bermuda
(441) 295-2244
(Address of Principal Executive Offices)
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Global Sources Equity
Compensation Plans
Numbers I, II, III, IV, V and VI
(Full title of the plans)
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James J. Clark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
(Name and address of agent for service)
(212) 701-3000
(Telephone number, including area code, of agent for service)
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Copy to:
James J. Clark, Esq. Stephen S. James, Esq.
Cahill Gordon & Reindel Appleby, Spurling & Kempe
80 Pine Street Cedar House
New York, NY 10005 41 Cedar Avenue
(212) 701-3000 Hamilton HM 12, Bermuda
(441) 295-2244
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (1) per share (2) price (2) registration fee
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Common Shares, par value $.01 per share 2,557,038 $6.70 $17,132,154 $4,283.04
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement will cover such
indeterminate number of common shares of Global Sources Ltd. that may be
issued in respect to stock splits, stock dividends and similar
transactions. This registration statement includes shares held on behalf of
Global Sources Ltd. by Harrington Trust Limited as trustee of the Global
Sources Equity Compensation Trust established for the sole purpose of
providing employment benefits under the Global Sources Equity Compensation
Plans Numbers I, II, III, IV, V, and VI.
(2) Estimated solely for the purposes of computing the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act based on
the average of the high and low prices of the common shares reported on the
Nasdaq National Market as of May 31, 2001.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Global Sources Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2000.
(b) The description of the Company's Common Shares contained in the
Company's Form 20-F for the fiscal year ended December 31, 2000.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Companies Act 1981 of Bermuda requires every officer, including
directors, of a company in exercising powers and discharging duties, to act
honestly in good faith with a view to the best interests of the company, and to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. The Companies Act further provides that
any provision, whether in the bye-laws of a company or in any contract between
the company and any officer or any person employed by the company as auditor,
exempting such officer or person from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him, in
respect of any willful negligence, willful default, fraud or dishonesty of which
he may be guilty in relation to the company shall be void.
Subject to certain provisions of our bye-laws, every director, officer and
committee member shall be indemnified out of our funds against all liabilities,
loss, damage or expense, including but not limited to liabilities under
contract, tort and statute or any applicable foreign law or regulation and all
reasonable legal and other costs and expenses properly payable, incurred or
suffered by him as director, officer or committee member; provided that the
indemnity contained in the bye-laws will not extend to any matter which would
render it void under the Companies Act as discussed above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement are listed in the Exhibit Index
on page II-5 of this registration statement, which index is incorporated herein
by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (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 the 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 the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
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(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.
(b) That, for the 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, 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, 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, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filings on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on the 31st day of May, 2001.
GLOBAL SOURCES LTD.
By: /s/ Eddie Heng Teng Hua
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Name: Eddie Heng Teng Hua
Title: Chief Financial Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Eddie Heng Teng Hua and William R.
Seitz, and each of them acting individually, as his attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Name Capacity Date
--------- ---- -------- ----
/s/ Merle A. Hinrichs Merle A. Hinrichs Chairman of the Board and Chief Executive May 29, 2001
------------------------- Officer (principal executive officer)
/s/ Eddie Heng Teng Hua Eddie Heng Teng Hua Chief Financial Officer and Director May 31, 2001
------------------------- (principal financial officer, principal
accounting officer)
/s/ Sarah Benecke Sarah Benecke Director May 28, 2001
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/s/ Roderick Chalmers Roderick Chalmers Director May 29, 2001
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Dr. H. Lynn Hazlett Director May 31, 2001
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/s/ David F. Jones David F. Jones Director May 31, 2001
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Jeffrey J. Steiner Director May 31, 2001
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EXHIBIT INDEX
Exhibit No. Exhibit
3.1 - Memorandum of Association of Registrant*
3.2 - Bye-laws of Registrant*
4.1 - Global Sources Equity Compensation Plan Number I**
4.2 - Global Sources Equity Compensation Plan Number II**
4.3 - Global Sources Equity Compensation Plan Number III**
4.4 - Global Sources Equity Compensation Plan Number IV***
4.5 - Global Sources Equity Compensation Plan Number V***
4.6 - Global Sources Equity Compensation Plan Number VI
5.1 - Opinion of Appleby, Spurling & Kempe as to the legality of the
securities being registered
23.1 - Consent of Arthur Andersen, Independent Accountants
23.2 - Consent of PricewaterhouseCoopers, Independent Accountants
23.3 - Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
24.1 - Power of Attorney (set forth on the signature page of this
Registration Statement)
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* Incorporated by reference to Form 20-F Registration Statement of Global
Sources Ltd. filed with the Securities and Exchange Commission on June 30,
2000.
** Incorporated by reference to Form S-8 Registration Statement of Global
Sources Ltd. filed with the Securities and Exchange Commission on April 16,
2001.
*** Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on May 10, 2001, as
amended.
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