BONSO ELECTRONICS INTERNATIONAL INC.
573,226 Shares of Common Stock Offered by Selling Shareholders
We are registering for resale by certain selling shareholders 573,226
outstanding shares of common stock. These shares may be offered and sold from
time to time by selling shareholders at the market. We will not receive any of
the proceeds from the sale of shares by the selling shareholders.
Prior to this offering, the common stock has traded on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") under
the symbol "BNSO." As of August 26, 2004 (one trading day prior to the date of
this prospectus), the reported closing sales price of the common stock on the
NASDAQ-National Market System was $5.90.
An investment in these securities involves a high degree of risk. See "Risk
Factors" beginning at page 7 of this prospectus for a discussion of certain
factors that you should consider before investing in these securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 14, 2004
PROSPECTUS SUMMARY
This summary highlights important information about our business and about
this offering. Because it's a summary, it doesn't contain all the information
you should consider. Therefore, please read the entire prospectus.
As used in this prospectus, "China" refers to all parts of the People's
Republic of China other than the Special Administrative Region of Hong Kong. The
terms "Bonso," "we," "our," "us," and the "Company" refer to Bonso Electronics
International Inc. and, where the context so requires or suggests, our direct
and indirect subsidiaries. References to "dollars" or "$" are to United States
Dollars. "HK$" are to Hong Kong Dollars, "Euros" or "(euro)" are to the European
Monetary Union's Currency, "GPB" are to British Pounds, "RMB" are to Chinese
Renminbi and "CDN" are to Canadian Dollars. All outstanding share data excludes
1,064,500 shares reserved for issuance upon exercise of stock options which may
be granted in the future under our 1996 Stock Option Plan, 1996 Non-Employee
Directors' Stock Option Plan or our 2004 Stock Option Plan.
Shares for Resale
Under this post-effective amendment, we are registering for resale by
certain selling shareholders 573,226 outstanding shares of common stock. These
shares may be offered and sold from time to time by selling shareholders.
The Company
We design, develop, produce and sell electronic sensor-based and wireless
products for private label Original Equipment Manufacturers (individually "OEM"
or collectively "OEMs") and Original Design Manufacturers (individually "ODM" or
collectively "ODMs"). Bonso Electronics International Inc. was formed on August
8, 1988 as a limited liability International Business Company under the laws of
the British Virgin Islands under the name "Golden Virtue Limited." On September
14, 1988, we changed our name to Bonso Electronics International, Inc. We
operate under the International Business Companies Ordinance, 1984, of the
British Virgin Islands.
As part of our ongoing expansion of the sensor-based product business,
effective as of August 1, 2002, we acquired 51% of the equity of Gram Precision
Scales, Inc. ("Gram Precision") from a third party for approximately $231,000 in
cash, a promissory note in the gross amount of $231,000, and the issuance of
125,000 shares of our common stock valued at approximately $300,000. The
purchase price was determined through arms-length negotiations between us and
the third party, which negotiations took into consideration Gram Precision's
business, financial position, operating history, products, intellectual property
and other factors relating to Gram Precision's business. Gram Precision is
primarily engaged in the distribution and marketing of pocket scales in the
United States, Canada, and Europe.
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Effective as of May 1, 2001 we acquired 100% of the equity of KORONA
Haushaltswaren GmbH & Co. KG ("Korona"). We originally acquired Korona for
approximately $3,634,000. Augusta exercised its option to redeem the stock it
received as part of the purchase price for a promissory note. While we disputed
Augusta's exercise of the option, the Arbitration Panel has issued a Final Award
holding Bonso liable to Augusta.
Korona markets consumer scale products throughout Europe to retail
merchandisers and distributors. These products feature contemporary designs
using the latest materials and attractive packaging. Since 2000, we have
manufactured a portion of Korona's product line under an Original Design
Manufacturers agreement and are familiar with Korona's stature in Europe and its
potential for wider global distribution.
Our corporate administrative matters are conducted through our registered
agent, HWR Services Limited, P.O. Box 71, Road Town, Tortola, British Virgin
Islands. Our principal executive offices are located at Unit 1106 - 1110, 11/F,
Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong. Our telephone
number is 852-2605-5822, our facsimile number is 852-2691-1724, our e-mail
address is info@bonso.com and our website is www.bonso.com. Our registered agent
in the United States is Henry F. Schlueter, Esq., 1050 Seventeenth Street, Suite
1700, Denver, Colorado 80265.
Shares Being Offered for Resale
Shares offered ... Five hundred seventy three thousand two hundred and twenty
for resale six (573,226) shares of common stock currently issued and
outstanding. These shares may be offered and sold from time
to time by selling shareholders.
Nasdaq symbols ... Common Shares .. BNSO
Advisers and Auditors
Legal Advisors ... Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
U.S.A.
Telephone: (303) 292-3883
Harney Westwood & Riegels
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands
(284) 494-2233
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Auditors for
Bonso Electronics
International Inc. PricewaterhouseCoopers
22nd Floor Prince's Building
Central
Hong Kong
Telephone: (852) 2289-8888
Member of the Hong Kong
Society of Accountants
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RISK FACTORS
Investment In The Securities Offered Through This Prospectus Involves A
High Degree Of Risk. Please Carefully Consider The Following Risk Factors, Along
With The Other Information Contained In This Prospectus.
Political, Legal, Economic and Other Uncertainties of Operations in China and
Hong Kong
We Could Face Increased Currency Risks If China Does Not Maintain The
Stability Of The Hong Kong Dollar. The Hong Kong Dollar and the United States
Dollar have been fixed at approximately 7.80 Hong Kong Dollars to 1.00 U.S.
Dollars since 1983. The Chinese government expressed its intention in the Basic
Law to maintain the stability of the Hong Kong currency after the sovereignty of
Hong Kong was transferred to China. If the current exchange rate mechanism is
changed, we face increased currency risks, which could have a material adverse
effect upon the Company.
We Face Significant Risks If The Chinese Government Changes Its
Policies, Laws, Regulations, Tax Structure, Or Its Current Interpretations Of
Its Laws, Rules And Regulations Relating To Our Operations In China. Our
manufacturing facility is located in China. As a result, our operations and
assets are subject to significant political, economic, legal and other
uncertainties. Changes in policies by the Chinese government resulting in
changes in laws or regulations or the interpretation of laws or regulations,
confiscatory taxation, changes in employment restrictions, restrictions on
imports and sources of supply, import duties, corruption, currency revaluation
or the expropriation of private enterprise could materially and adversely affect
us. Over the past several years, the Chinese government has pursued economic
reform policies including the encouragement of private economic activity and
greater economic decentralization. If the Chinese government does not continue
to pursue its present policies that encourage foreign investment and operations
in China, or if these policies are either not successful or are significantly
altered, then our business operations in China could be adversely affected. We
could even be subject to the risk of nationalization, which could result in the
total loss of investment in that country. Following the Chinese government's
policy of privatizing many state-owned enterprises, the Chinese government has
attempted to augment its revenues through increased tax collection. Continued
efforts to increase tax revenues could result in increased taxation expenses
being incurred by us. Economic development may be limited as well by the
imposition of austerity measures intended to reduce inflation, the inadequate
development of infrastructure and the potential unavailability of adequate power
and water supplies, transportation and communications. If for any reason we were
required to move our manufacturing operations outside of China, our
profitability would be substantially impaired, our competitiveness and market
position would be materially jeopardized and we might have to discontinue our
operations.
We Face Risks By Operating In China, Because The Chinese Legal System
Relating To Foreign Investment And Foreign Operations Like Bonso's Is Evolving
And The Application Of Chinese Laws Is Uncertain. The legal system of China
relating to foreign investments is continually evolving, and currently there can
be no certainty as to the application of its laws and regulations in particular
instances. The Chinese legal system is a civil law system based on written
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statutes. Unlike common law systems, it is a system in which decided legal cases
have little precedential value. In 1979, the Chinese government began to
promulgate a comprehensive system of laws and regulations governing economic
matters in general. Legislation over the past 20 years has significantly
enhanced the protections afforded to various forms of foreign investment in
China. Enforcement of existing laws or agreements may be sporadic and
implementation and interpretation of laws inconsistent. The Chinese judiciary is
relatively inexperienced in enforcing the laws that exist, leading to a higher
than usual degree of uncertainty as to the outcome of any litigation. Even where
adequate law exists in China, it may not be possible to obtain swift and
equitable enforcement of that law. Continued uncertainty relating to the laws in
China could have a material adverse effect upon is and our operations in China.
We Could Be Adversely Affected If China Changes Its Economic Policies In
The Shenzhen Special Economic Zone Where We Operate. In August 1980, the Chinese
government passed "Regulations for The Special Economy Zone of Guang Dong
Province" and officially designated a portion of Shenzhen as The Shenzhen
Special Economy Zone. Foreign enterprises in these areas benefit from greater
economic autonomy and special tax incentives enterprises in other parts of
China. Changes in the policies or laws governing Special Economic Zones could
have a material adverse effect on us. Moreover, economic reforms and growth in
China have been more successful in certain provinces than others, and the
continuation or increase of these disparities could affect the political or
social stability of China, which could have a material adverse effect us and our
operations near Shenzhen.
Controversies Affecting China's Trade With The United States Could Harm Our
Results Of Operations Or Depress Our Stock Price. While China has been granted
permanent most favored nation trade status in the United States through its
entry into the World Trade Organization, controversies between the United States
and China may arise that threaten the status quo involving trade between the
United States and China. These controversies could materially and adversely
affect our business by, among other things, causing our products in the United
States to become more expensive resulting in a reduction in the demand for our
products by customers in the United States, which would have a material adverse
effect upon us and our results of operations. Further, political or trade
friction between the United States and China, whether or not actually affecting
our business, could also materially and adversely affect the prevailing market
price of our common shares.
If Our Sole Factory Were Destroyed Or Significantly Damaged As A Result of
Fire Or Some Other Natural Disaster, We Would Be Adversely Affected. All of our
products are currently manufactured at our manufacturing facility located in
Shenzhen, China. Fire fighting and disaster relief or assistance in China may
not be as developed as in Western countries. We currently maintain property
damage insurance aggregating approximately $23,660,000 covering our stock in
trade, goods and merchandise, furniture and equipment and buildings. We do not
maintain business interruption insurance. Investors are cautioned that material
damage to, or the loss of, our factory due to fire, severe weather, flood or
other act of God or cause, even if insured, could have a material adverse effect
on our financial condition, results of operations, business and prospects.
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Our Results Could Be Harmed If We Have To Comply With New Environmental
Regulations. Our operations create some environmentally sensitive waste that may
increase in the future depending on the nature of our manufacturing operations.
The general issue of the disposal of hazardous waste has received increasing
attention from the PRC national and local governments and foreign governments
and agencies and has been subject to increasing regulation. Our business and
operating results could be materially and adversely affected if we were to
increase expenditures to comply with environmental regulations affecting our
operations.
Risk Factors Relating to Our Business
We Depend Upon Our Largest Customers For A Significant Portion Of Our Sales
Revenue, And We Cannot Be Certain That Sales To These Customers Will Continue.
If Sales To These Customers Do Not Continue, Then Our Sales Will Decline And Our
Business Will Be Negatively Impacted. Traditionally, we have relied upon 3-4
customers for a significant portion of our sales during the fiscal year. One
major customer accounted for approximately 22% of our sales in the fiscal year
ended March 31, 2002, four customers accounted for approximately 37% in the
fiscal year ended March 31, 2003, with one customer accounting for 25% of our
sales and six customers accounted for approximately 65% of our sales during the
fiscal year ended March 31, 2004. We do not enter into long-term contracts with
our customers, but manufacture based upon purchase orders and therefore cannot
be certain that sales to these customers will continue. The loss of any of our
largest customers would likely have a material negative impact on our sales
revenue and our business.
Defects In Our Products Could Impair Our Ability To Sell Our Products Or
Could Result In Litigation And Other Significant Costs. Detection of any
significant defects in our products may result in, among other things, delay in
time-to-market, loss of market acceptance and sales of our products, diversion
of development resources, injury to our reputation, or increased warranty costs.
Because our products are complex, they may contain defects that cannot be
detected prior to shipment. These defects could harm our reputation, which could
result in significant costs to us and could impair our ability to sell our
products. The costs we may incur in correcting any product defects may be
substantial and could decrease our profit margins.
Since certain of our products are used in applications that are integral to
our customers' businesses, errors, defects, or other performance problems could
result in financial or other damages to our customers, which would likely result
in adverse effect upon our business with these customers. If we were involved in
any product liability litigation, even if it were unsuccessful, would be time
consuming and costly to defend. Further, our product liability insurance may not
be adequate to cover claims.
Our Sales Through Retail Merchants Result In Seasonality And Susceptibility
To A Downturn In The Retail Economy And Sales Variances Resulting From Retail
Promotional Programs. With the acquisition of Korona, a significant portion of
our net sales involve sales of bathroom and kitchen scales to retail merchants
in Europe. In addition, many of our other customers sell to retail merchants.
Accordingly, these portions of our customer base are susceptible to a downturn
in the retail economy. A greater number of our sales of scales and
telecommunications products occur between the months of April and September for
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shipment in the summer in preparation of the Christmas holiday. Throughout the
remainder of the year, our products do not appear to be subject to significant
seasonal variation. However, past sales patterns may not be indicative of future
performance. A significant portion of our sales in Europe are attributable to
the promotional programs of our retail industry customers. These promotional
programs result in significant orders by customers who do not carry our products
on a regular basis. Promotional programs often involve special pricing terms or
require us to spend funds to have our products promoted. We cannot assure you
that promotional purchases by our retail industry customers will be repeated
regularly, or at all. Further, our promotional sales could cause our quarterly
results to vary significantly. The reduction in promotional purchases would
likely have a material adverse effect upon our results of operations.
Our Customers Are Dependent On Shipping Companies For Delivery Of Our
Products And Interruptions To Shipping Could Materially And Adversely Affect Our
Business And Operating Results. Typically, we sell our products either F.O.B.
Hong Kong or Yantian (Shenzhen) and our customers are responsible for the
transportation of products from Hong Kong or Yantian (Shenzhen) to their final
destinations. Our customers rely on a variety of carriers for product
transportation through various world ports. A work stoppage, strike or shutdown
of one or more major ports or airports could result in shipping delays
materially and adversely affecting our customers, which in turn could have a
material adverse effect on our business and operating results. Similarly, an
increase in freight surcharges due to rising fuel costs or general price
increases could materially and adversely affect our business and operating
results.
Customer Order Estimates May Not Be Indicative Of Actual Future Sales. Some
of our customers have provided us with forecasts of their requirements for our
products over a period of time. We make many management decisions based on these
customer estimates, including purchasing materials, hiring personnel, and other
matters that may increase our production capacity and costs. If a customer
reduces its orders from prior estimates after we have increased our production
capabilities and costs, this reduction may decrease our net sales and we may not
be able to reduce our costs to account for this reduction in customer orders.
Many customers do not provide us with forecasts of their requirements for our
products. If those customers place significant orders, we may not be able to
increase our production quickly enough to fulfill the customers' orders. The
inability to fulfill customer orders could damage our relationships with
customers and reduce our net sales.
Pressure By Our Customers To Reduce Prices And Agree To Long-Term Supply
Arrangements May Cause Our Net Sales Or Profit Margins To Decline. Our customers
are under pressure to reduce prices of their products. Therefore, we expect to
experience pressure from our customers to reduce the prices of our products. Our
customers frequently negotiate supply arrangements with us well in advance of
delivery dates, thereby requiring us to commit to price reductions before we can
determine if we can achieve the assumed cost reductions. We believe we must
reduce our manufacturing costs and obtain higher volume orders to offset
declining average sales prices. If we are unable to offset declining average
sales prices, our gross profit margins will decline which would have a material
adverse effect upon our results of operations.
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We Depend Upon Our Key Personnel And The Loss Of Any Key Personnel, Or Our
Failure To Attract And Retain Key Personnel, Could Adversely Affect Our Future
Performance, Including Product Development, Strategic Plans, Marketing And Other
Objectives. The loss or failure to attract and retain key personnel could
significantly impede our performance, including product development, strategic
plans, marketing and other objectives. Our success depends to a substantial
extent not only on the ability and experience of our senior management, but
particularly upon Anthony So our President, Secretary, Treasurer and Chairman of
the Board. We do not have key man life insurance on Mr. So. To the extent that
the services of Mr. So would be unavailable to us, we would be required to
obtain another person to perform the duties Mr. So otherwise would perform. We
may be unable to employ another qualified person with the appropriate background
and expertise to replace Mr. So on terms suitable to us.
We Face The Pressures Of A Competitive Industry. Our business is in an
industry that is highly competitive, and many of our competitors, both local and
international, have substantially greater technical, financial and marketing
resources than we have. We compete with scale manufacturers in the Far East, the
United States, and Europe. We believe that our principal competitor in the scale
market is Measurement Specialties, Inc. and principal competitors in the
telecommunications market are other OEM manufacturers; however, as a contract
and OEM and original design manufacturer, we compete with all companies engaged
in the contract and OEM business. Further, subsequent to the acquisitions of
Korona and Gram Precision, we compete with distributors of scales in Europe and
Canada. Both the scale and the telecommunications markets are highly competitive
and we face pressures on pricing and lower margins as evidenced by the decline
in margins that we have experienced with our telecommunications products. Lower
margins may affect our ability to cover our costs which could have a material
negative impact on our operations and our business.
We Are Controlled By Our Management, Whose Interest May Differ From Those
Of The Other Shareholders. At the present time, Mr. Anthony So, our founder and
President, beneficially owns approximately 35.55% of the outstanding shares of
common stock, including shares underlying his outstanding options, or 28.39%
without including his outstanding options. Due to his stock ownership, Mr. So
may be in a position to elect the board of directors and, therefore, to control
our business and affairs including certain significant corporate actions such as
acquisitions, the sale or purchase of assets and the issuance and sale of our
securities. Mr. So may be able to prevent or cause a change in control. We also
may be prevented from entering into transactions that could be beneficial to us
without Mr. So's consent. The interest of our largest shareholder may differ
from the interests of other shareholders.
Our Operating Results And Stock Price Are Subject To Wide Fluctuations. Our
quarterly and annual operating results are affected by a wide variety of factors
that could materially and adversely affect net sales, gross profit and
profitability. This could result from any one or a combination of factors, many
of which are beyond our control. Results of operations in any period should not
be considered indicative of results to be expected in any future period, and
fluctuations in operating results may also result in fluctuations in the market
price of our common stock.
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Our Results Could be Affected By Changes In Currency Exchange Rates.
Changes in currency rates involving the Canadian Dollar, Hong Kong dollar,
Chinese Renminbi, British Pounds or the Euro could increase our expenses.
During the fiscal years ended March 31, 2004 and 2003, our financial
results were affected by currency fluctuations, resulting in a total foreign
exchange gain of $15,081 and a loss of $96,592, respectively. Generally, our
revenues are collected in United States Dollars, Euros and Canadian Dollars. Our
costs and expenses are paid in United States Dollars, Canadian Dollars, Hong
Kong Dollars, British Pound, Euros and Chinese Renminbi. We face a variety of
risks associated with changes among the relative value of these currencies. An
appreciation of the Canadian Dollar, Chinese Renminbi, Hong Kong Dollar British
Pound, or the Euro against the U.S. Dollar would increase our expenses when
translated into U.S. Dollars and could materially and adversely affect our
margins and results of operations. In addition, a significant devaluation in the
Canadian Dollar, Chinese Renminbi, Hong Kong Dollar, British Pound or Euro could
have a material adverse effect upon our results of operations if it destabilizes
the economy of Canada, China, Hong Kong, Great Britain or the European Union.
Protection And Infringement Of Intellectual Property. Except for one patent
held by Gram Precision, the trademark for the KORONA and fifteen trademarks
currently held by Gram Precision, we have no patents, licenses, franchises,
concessions or royalty agreements that are material to our business. We have
obtained a trademark registration in Hong Kong and China for the marks BONSO and
MODUS in connection with certain electronic apparatus. Unauthorized parties may
attempt to copy aspects of our products or trademarks or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult. Our means of protecting our proprietary rights may not be
adequate. In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Our failure to adequately protect our proprietary rights may allow third parties
to duplicate our products or develop functionally equivalent or superior
technology. In addition, our competitors may independently develop similar
technology or design around our proprietary intellectual property.
Further, we may be notified that we are infringing patents, trademarks,
copyrights or other intellectual property rights owned by other parties. In the
event of an infringement claim, we may be required to spend a significant amount
of money to develop a non-infringing alternative or to obtain licenses. We may
not be successful in developing such an alternative or obtaining a license on
reasonable terms, if at all. Any litigation, even without merit, could result in
substantial costs and diversion of resources and could have a material adverse
affect on our business and results of operations.
Cancellations Or Delays In Orders Could Materially And Adversely Affect Our
Gross Margins And Operating Income. Sales to our OEM customers are primarily
based on purchase orders we receive from time to time rather than firm,
long-term purchase commitments. Although it is our general practice to purchase
raw materials only upon receiving a purchase order, for certain customers we
will occasionally purchase raw materials based on such customers' rolling
forecasts. Further, during times of potential component shortages we have
purchased, and may continue to purchase, raw materials and component parts in
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the expectation of receiving purchase orders for products that use these
components. In the event actual purchase orders are delayed, are not received or
are cancelled, we would experience increased inventory levels or possible
write-downs of raw material inventory that could materially and adversely affect
our business and operating results.
We Generally Have No Written Agreements With Suppliers To Obtain Components
And Our Margins And Operating Results Could Suffer From Increases In Component
Prices. We are typically responsible for purchasing components used in
manufacturing products for our customers. We generally do not have written
agreements with our suppliers of components. This typically results in our
bearing the risk of component price increases because we may be unable to
procure the required materials at a price level necessary to generate
anticipated margins from the orders of our customers. Further, prices of
components have increased recently based upon the increase in oil prices and
what management believes to be a high worldwide demand for components used in
the manufacturing of our products. Accordingly, additional increases in
component prices could materially and adversely affect our gross margins and
results from operations.
Certain Legal Consequences of Foreign Incorporation and Operations
Judgments Against The Company And Management May Be Difficult To Obtain Or
Enforce. We are a holding corporation organized as an International Business
Company under the laws of the British Virgin Islands and our principal operating
subsidiary is organized under the laws of Hong Kong. Our principal executive
offices are located in Hong Kong, Korona is located in Germany and Gram
Precision is located in Canada. Outside the United States, it may be difficult
for investors to enforce judgments obtained against us in actions brought in the
United States, including actions predicated upon the civil liability provisions
of federal securities laws. In addition, most of our officers and directors
reside outside the United States and the assets of these persons are located
outside of the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon these persons, or to
enforce against the Company or these persons judgments predicated upon the
liability provisions of United States federal securities laws. Our Hong Kong
counsel and our British Virgin Islands counsel have advised that there is
substantial doubt as to the enforceability against us or any of our directors or
officers in original actions or in actions for enforcement of judgments of
United States courts in claims for liability based on the civil liability
provisions of federal securities laws.
Because We Are Incorporated In The British Virgin Islands, You May Not Have
The Same Protections As Shareholders Of U.S. Corporations. We are organized
under the laws of the British Virgin Islands. Principles of law relating to
matters affecting the validity of corporate procedures, the fiduciary duties of
our management, directors and controlling shareholders and the rights of our
shareholders differ from, and may not be as protective of shareholders as, those
that would apply if we were incorporated in a jurisdiction within the United
States. Our directors have the power to take certain actions without shareholder
approval, including an amendment of our Memorandum or Articles of Association
and certain fundamental corporate transactions, including reorganizations,
certain mergers or consolidations and the sale or transfer of assets. In
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addition, there is doubt that the courts of the British Virgin Islands would
enforce liabilities predicated upon United States federal securities laws.
Future issuances of preference shares could materially and adversely affect
the holders of our common shares or delay or prevent a change of control. On
October 10, 2001, our shareholders approved the amendment to our Memorandum and
Articles of Association to create from time to time and issue an aggregate of
10,000,000 shares of preferred stock in four classes. While currently no
preferred shares are issued or outstanding, we may issue preferred shares in the
future. Future issuance of preferred shares could materially and adversely
affect the rights of the holders of our common shares or delay or prevent a
change of control.
Our Shareholders Do Not Have The Same Protections Or Information Generally
Available To Shareholders Of U.S. Corporations Because The Reporting
Requirements For Foreign Private Issuers Are More Limited Than Those Applicable
To Public Corporations Organized In The United States. We are a foreign private
issuer within the meaning of rules promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). We are not subject to certain
provisions of the Exchange Act applicable to United States public companies
including: the rules under the Exchange Act requiring the filing with the SEC of
quarterly reports on Form 10-Q or current reports on Form 8-K, the sections of
the Exchange Act regulating the solicitation of proxies, consents or
authorizations in respect to a security registered under the Exchange Act and
the sections of the Exchange Act requiring insiders to file public reports of
their stock ownership and trading activities and establishing insider liability
for profits realized from any "short-swing" trading transaction (i.e., a
purchase and sale, or sale and purchase, of the issuer's equity securities
within six months or less). Because we are not subject to these rules, our
shareholders are not afforded the same protections or information generally
available to investors in public companies organized in the United States.
Our Board's Ability To Amend Our Charter Without Shareholder Approval Could
Have Anti-Takeover Effects That Could Prevent A Change In Control. As permitted
by the law of the British Virgin Islands, our Memorandum and Articles of
Association, which are the terms used in the British Virgin Islands for a
corporation's charter and bylaws, may be amended by our board of directors
without shareholder approval provided that a majority of our independent
directors do not vote against the amendment. This includes amendments to
increase or reduce our authorized capital stock. Our board's ability to amend
our charter documents without shareholder approval could have the effect of
delaying, deterring or preventing a change in control of Bonso, including a
tender offer to purchase our common shares at a premium over the then current
market price.
We May Not Pay Dividends In The Future. Although we have declared dividends
during the fiscal years ended March 31, 2001 and 2002 and on April 2, 2003 and
July 13, 2004, we may not be able to declare dividends or may decide not to
declare dividends in the future. We will determine the amounts of any dividends
when and if they are declared, in the future at the time of declaration.
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If there is an adverse outcome in litigation in Jefferson County Colorado
that has been filed against us, our business could be seriously harmed. On or
about August 20, 2003, Bonso and three of Bonso's directors were served with a
copy of a Complaint filed on July 23, 2003 in District Court of Jefferson
County, State of Colorado. For further information, see "Legal Proceedings." The
Complaint alledges, among other claims, that certain of Bonso's officers and
directors breached their fiduciary duties of care, loyalty, and good faith by
causing Bonso, through its directors, to disseminate to the market materially
misleading and inaccurate information and its failure to correct such
information. The plaintiffs have filed an amended complaint alledging derivative
claims for breaches of fiduciary duties for: (i) insider selling and
misappropriation of information, (ii) dissemination of misleading and inaccurate
information and (iii) waste of corporate assets against certain of our officers
and directors. The ultimate outcome of this litigation cannot be presently
determined. Any adverse determination in this litigation could also subject us
to significant liabilities, any or all of which could materially and adversely
affect our business and operating results.
Risks Relating to this Offering
Future Sales Of Restricted Shares Into The Public Market Could Depress The
Market Price Of The Common Stock. Approximately 2,993,772 outstanding shares of
our common stock are restricted securities as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the "Securities Act"). Although
the Securities Act and Rule 144 place certain prohibitions on the sale of
restricted securities, they may be sold into the public market under certain
conditions. Further, there are outstanding 1,064,500 shares for issuance upon
exercise of stock options which may be granted in the future under our existing
stock option plans. It is possible that, when permitted, the sale to the public
of the restricted shares or the shares acquired upon exercise of the options,
could have a depressing effect on the price of the common stock. Further, future
sales of these shares and the exercise of these options could adversely affect
our ability to raise capital in the future.
Because The Market Price Of Our Common Stock Fluctuates, You May Not Be
Able To Sell Your Shares Of Common Stock For What You Paid For Them. The markets
for equity securities have been volatile and the price of our common stock has
been and could continue to be subject to wide fluctuations in response to
quarter to quarter variations in operating results, news announcements, trading
volume, sales of common stock by officers, directors and principal shareholders,
general market trends and other factors. Therefore, you may not be able to sell
your stock for what you paid for it.
-13-
WHERE YOU CAN FIND MORE INFORMATION
We file annual and special reports and other information with the
Securities and Exchange Commission. You may read and copy any document we file
at the Commission's Public Reference Room 450 Fifth Street, N.W., Washington,
D.C. You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. You can also obtain copies of our
Commission filings by going to the Commission's website at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission requires us to both "incorporate by reference" certain
information we file with them, which means that we can disclose important
information to you by referring you to those documents, and to deliver with this
prospectus copies of certain documents previously filed with the Commission on
our behalf. The information incorporated by reference is considered to be part
of this prospectus. We incorporate by reference our annual report on Form 20-F,
for the fiscal year ended March 31, 2004 filed with the Commission on August 13,
2004. This document is also delivered with this prospectus. This prospectus is
part of a registration statement we filed with the Commission.
We will provide, without charge, to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any document incorporated by reference into this prospectus but not
delivered with this prospectus. You should direct your request for these filings
to Henry F. Schlueter, Schlueter & Associates, P.C., 1050 Seventeenth Street,
Suite 1700, Denver, Colorado 80265; (303) 292-3883. You may also obtain these
filings electronically at the Commission's worldwide website at
http://www.sec.gov/edgarhp/htm.
You should rely only on the information incorporated by reference,
contained in the documents delivered with this prospectus or provided in this
prospectus or any supplement to this prospectus. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted.
-14-
FORWARD-LOOKING STATEMENTS
Any statements in this prospectus which discuss our expectations,
intentions and strategies for the future are "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements may be identified by such words or phrases as
"anticipate," "believe," "estimate," "expect," "intend," "project," "will likely
result," "are expected to," "will continue," "is anticipated," "estimated,"
"projected" or similar expressions. These statements are based on information
available to us on the date of this prospectus and we assume no obligation to
update them. These forward-looking statements reflect our current views with
respect to future events and are not a guarantee of future performance. Several
factors could cause future results to differ materially from those expressed in
any forward-looking statements in this prospectus including, but not limited to:
o Timely development, market acceptance and warranty performance of new
products
o Impact of competitive products and pricing
o Continuity of trends
o Customers' financial condition
o Continuity of sales to major customers
o Interruptions of suppliers' operations affecting availability of component
materials at reasonable prices
o Potential emergence of rival technologies
o Success in integrating and operating Korona and Gram Precision
o Fluctuations in foreign currency exchange rates
o Uncertainties of doing business in China and Hong Kong
o Such additional risks and uncertainties as are detailed from time to time
in the Company's reports and filings with the Commission.
Assumptions relating to these factors involve judgments with respect to,
among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Although we believe that
the assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in forward-looking information will be realized.
We intend that the forward-looking statements contained in this prospectus be
subject to the safe harbors created by Section 27A of the Securities Act and
Section 21E of the Exchange Act.
-15-
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares by the
selling shareholders.
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our capitalization as of March 31, 2004. In
addition, there have not been any major subsequent events since March 31, 2004,
and accordingly no adjustments have been included in the capitalization set
forth below. This table should be read in conjunction with the more detailed
information and financial statements included in our annual report on Form 20-F
for the fiscal year ended March 31, 2004, which has been incorporated by
reference into this prospectus.
-16-
--------------------------------------------------------------------------------
March 31, 2004
--------------------------------------------------------------------------------
(Audited)
--------------------------------------------------------------------------------
----------------------------------------------------- --------------------------
Long-term debt and capital lease obligations, net $1,158,081
of current maturities(1), (2)
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Redeemable common stock, par value $0.003; 180,726 1,445,808
shares issued and outstanding(2)
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Shareholders' equity: 0
Preferred stock par value $0.01 per share
10,000,000 shares authorized; no shares issued and
outstanding
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Common stock, $0.003 par value; 23,333,334 shares 16,579
authorized; 5,708,365 shares issued and
outstanding
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Additional paid-in capital 21,665,801
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Retained earnings 8,515,793
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Accumulated other comprehensive income 552,469
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Common stock held in treasury, at cost 0
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
----------------------------------------------------- --------------------------
Total long term liabilities, redeemable common $33,344,531
stock and shareholders' equity
----------------------------------------------------- --------------------------
(1) We have banking facilities through our wholly owned Hong Kong based
operating company-Bonso Electronics Ltd. ("BEL"), our 51% owned subsidiary Gram
Precision Scales Inc. and our wholly-owned subsidiary KORONA Haushaltswaren GmbH
& Co. KG ("Korona"). The Company's banking facilities are secured by certain of
our leasehold properties with a net book value of $2,962,207, bank guarantees of
$5,124,430, and restricted cash deposits in the approximate amount of $4,337 at
March 31, 2004, respectively. Further, the banking facilities are collateralized
by a legal charge over certain assets of one of Bonso's subsidiaries and a
personal guarantee by a director of one of Bonso's subsidiaries. The Company's
banking facilities are guaranteed by Bonso Electronics International Inc.
(2) Since Augusta exercised the redemption option prior to March 31, 2002, we
have adjusted the carrying amount of the redeemable common stock to its full
redemption amount as of March 31, 2002 of $1,445,808. The adjustment of
approximately $542,178 to accrete to the value of the promissory note of
$1,445,808 was treated as an adjustment to the original purchase price and
resulted in the recognition of goodwill of approximately $204,217. Any final
amendment to the redemption amount resulting from the outcome of our legal
-17-
proceeding with Augusta will result in a subsequent adjustment to this goodwill
amount. If required to redeem the stock, we anticipate using internally
generated funds for the redemption. Further, although this would be a
significant cash expenditure for us, we do not believe making that this would
have a material adverse effect upon our results of operations.
THE OFFER AND LISTING
Market and Price Range of Common Stock
Our common stock is traded only in the United States over-the-counter
market. It is quoted on the NASDAQ-National Market System under the trading
symbol "BNSO." The following table sets forth, for the periods indicated, the
range of high and low closing sales prices per share reported by NASDAQ. The
quotations represent prices between dealers and do not include retail markup
markdown or commissions and may not necessarily represent actual transactions.
The following table sets forth the high and low sale prices for each of the
last five years:
Period High Low
------ ---- ---
April 1, 1999 to March 31, 2000 $19.875 $5.75
April 1, 2000 to March 31, 2001 $17.5625 $6.00
April 1, 2001 to March 31, 2002 $7.625 $2.38
April 1, 2002 to March 31, 2003 $3.45 $1.41
April 1, 2003 to March 31, 2004 $9.71 $1.70
The following table sets forth the high and low sale prices during each of
the quarters in the two-year period ended March 31, 2004.
Period High Low
------ ---- ---
April 1, 2002 to June 30, 2002 $3.45 $2.52
July 1, 2002 to September 30, 2002 $2.90 $1.80
October 1, 2002 to December 31, 2002 $2.59 $1.41
January 1, 2003 to March 31, 2003 $2.39 $1.61
April 1, 2003 to June 30, 2003 $6.40 $1.77
July 1, 2003 to September 30, 2003 $4.99 $2.19
October 1, 2003 to December 31, 2003 $9.71 $4.05
January 1, 2004 to March 31, 2004 $9.65 $5.68
-18-
The following table sets forth the high and low sale prices during each of
the most recent six months.
Period High Low
------ ---- ---
January 2004 $9.65 $7.94
February 2004 $8.92 $6.46
March 2004 $7.49 $5.68
April 2004 $8.28 $6.48
May 2004 $6.22 $5.16
June 2004 $6.00 $5.03
Selling Securityholders
The following table sets forth
(0) the number of shares of our common stock owned of record and
beneficially by the selling securityholders as of the date of this
prospectus
(0) the number of shares of our common stock that are to be offered and
sold by the selling securityholders from time to time under this
prospectus, and
(0) the number of shares of our common stock to be owned by the selling
securityholders after the offering, assuming the sale of all 573,226
of the shares of our common stock by the selling securityholders.
Shares Beneficially Shares Beneficially
Selling Owned Shares to be Owned % Owned
Securityholder Prior to Offering Offered After Offering After Offering
-------------- ----------------- ------- -------------- --------------
J. Stewart Jackson 502,575 350,000 152,575 2.65%
Augusta Technologie AG 180,726 180,726 0 0.0%
Mohan Thadani -- 42,500(1) 0 0.0%
--------------------------------
(1) 125,000 shares were originally registered on SEC File No. 333-. 333-97795.
Mr. Thadani has since sold 82,500 shares of common stock.
J. Stewart Jackson is a member of our board of directors. An aggregate of
40,000 of the shares beneficially owned by Mr. Jackson underlie options that
were issued to Mr. Jackson as a non-employee director. All of the shares listed
above as owned by Augusta Technologie AG are currently outstanding and were
issued as partial consideration for KORONA. All of the shares listed above as
owned by Mohan Thadani are currently outstanding and were issued as partial
consideration for the acquisition of 51% of Gram Precision.
-19-
Plan of Distribution
You may resell the shares of common stock from time to time in transactions
(which may include block transactions) on the Nasdaq SmallCap Market or the
Nasdaq National Market, respectively, in negotiated transactions or through
other methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. You may sell the common stock directly to purchasers or
through broker-dealers that may act as agents or principals. Such broker-dealers
may receive compensation in the form of discount, concessions or commissions
from you and/or the purchasers of the shares of common stock.
You and any broker-dealers that act as a principal in connection with the
sale of the shares of common stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commissions received by
them and any profit on the resale of the shares of common stock might be deemed
to be underwriting discounts and commissions under the Securities Act. You may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares of common stock against some forms of
liability, including liability arising under the Securities Act. We will not
receive any proceeds from the sales of shares of common stock by you.
Transactions involving the shares of common stock or even the potential of such
sales, may have an adverse effect on the market price of our common stock.
We have agreed to pay all expenses incurred in connection with the
registration of the securities we are offering. You will be responsible to pay
any and all commissions, discounts and other payments to broker-dealers incurred
in connection with your sale of the common stock.
In order to comply with certain states' securities laws, if applicable, the
common stock may be sold in those jurisdictions only through registered or
licensed brokers or dealers. In certain states the common stock may not be sold
unless it has been registered or qualified for sale in any of those states, or
unless an exemption from registration or qualification is available and is
obtained.
Expenses of the Issue
The following table sets forth the estimated expenses in connection with
this registration:
SEC Registration Fees .......................................... $ 1,519
Nasdaq Application and Entry Fees .............................. $44,750
Printing Registration Statement, Prospectus
and Related Documents ....................................... $ 3,000
Accounting Fees and Expenses ................................... $30,000
Legal Fees ..................................................... $20,000
Legal Expenses ................................................. $ 5,000
Transfer Agent Fees and Expenses ............................... $ 1,500
Miscellaneous .................................................. $ 500
-------
Total .......................................................... $76,269
=======
-20-
DIRECTORS AND SENIOR MANAGEMENT
Our board of directors and executive officers are listed below:
Name Age Position with Bonso
---- --- -------------------
Anthony So 60 President, Chief Executive
Officer, Secretary,
Treasurer, Chief Financial Officer,
Chairman of the Board and Director
Kim Wah Chung 46 Director of Engineering and Research and
Development and Director
Cathy Kit Teng Pang 42 Director of Finance and Director
Woo-Ping Fok 55 Director
J. Stewart Jackson, IV 68 Director
George O'Leary 66 Director
Henry F. Schlueter 53 Director and Assistant Secretary
ANTHONY SO is the founder of Bonso. He is our Chief Executive Officer and
Chief Financial Officer and has been our President, Chairman of the Board of
Directors and Treasurer since inception, and our Secretary since July 1991. Mr.
So received his BSE degree in civil engineering from National Taiwan University
in 1967 and a master's degree in business administration ("MBA") from the Hong
Kong campus of the University of Hull, Hull, England in 1994. Mr. So has been
Chairman of the Hong Kong GO Association since 1986, and also served as Chairman
of the Alumni Association of National Taiwan University for the 1993-1994
academic year. Mr. So has served as a trustee of the Chinese University of Hong
Kong, New Asia College since 1994.
KIM WAH CHUNG has been a director since September 21, 1994. Mr. Chung has
been employed by us since 1981 and currently holds the position of Director of
Engineering and Research and Development. Mr. Chung is responsible for all
research projects and product development. Mr. Chung's entire engineering career
has been spent with Bonso, and he has been involved in all of our major product
developments. Mr. Chung graduated with honors in 1981 from the Chinese
University of Hong Kong with a Bachelor of Science degree in electronics.
CATHY KIT TENG PANG has been a director of Bonso since January 1, 1998. Ms.
Pang was first employed by us as Financial Controller in December 1996 and was
promoted to Director of Finance on April 1, 1998. Ms. Pang was employed as an
auditor in an international audit firm from 1987 to 1991, at which time she
joined a Hong Kong listed company as Assistant Financial Controller. From 1994
until she joined us in 1996, she was employed as Deputy Chief Accountant in a
management and property development company in Hong Kong and China. Ms. Pang has
a Bachelor of Business Administration degree from York University in Toronto,
Canada. She is a member of the American Institute of Certified Public
Accountants and of the Hong Kong Society of Accountants.
WOO-PING FOK was elected to our Board of Directors on September 21, 1994.
Mr. Fok has practiced law in Hong Kong since 1991 and is a partner with Wong &
Fok. Mr. Fok's major areas of practice include conveyancing or real property
-21-
law, corporations and business law, commercial transactions and international
trade with a special emphasis in China trade matters. Mr. Fok was admitted to
the Canadian Bar as a Barrister & Solicitor in December 1987 and was a partner
in the law firm of Woo & Fok, a Canadian law firm with its head office in
Edmonton, Alberta, Canada. In 1991, Mr. Fok was qualified to practice as a
Solicitor of England & Wales, a Solicitor of Hong Kong and a Barrister &
Solicitor of Australian Capital Territory.
J. STEWART JACKSON IV has been a director since January 10, 2000. From 1962
until its merger with Republic Industries in 1996, Mr. Jackson served in various
management capacities, including president, of Denver Burglar Alarm Co., Inc., a
business founded by his family. In addition, in the mid-1960's, Mr. Jackson
founded Denver Burglar Alarm Products, a separate company which invented,
patented, manufactured, distributed and installed contained ionization smoke
detectors and which was later sold to a conglomerate manufacturer. After the
merger of Denver Burglar Alarm Co., Inc., Mr. Jackson founded Jackson Burglar
Alarm Co., Inc., of which he is currently president. Mr. Jackson served on the
advisory board of directors for Underwriter's Laboratories for burglar and fire
alarm systems for 25 years and has been an officer in the Central Station
Protection Association, which, along with the National Burglar Alarm
Association, was formed by his family in the late 1940's. Mr. Jackson graduated
from the University of Colorado in 1962 with a degree in Business Management and
Engineering.
GEORGE O'LEARY has been a director since January 1997. From November 1994
to the present time, Mr. O'Leary has been President of Pacific Rim Products,
Newport Beach, California, a trading company that provides offshore sourcing
alternatives to U.S. based electronics companies. For eight years prior to 1994,
Mr. O'Leary was President, CEO and a director of Micro General Corporation,
Santa Ana, California, a manufacturer and distributor of mechanical and
electronic scale products. For eight years prior to that, Mr. O'Leary was Vice
President and General Manager of Lanier Business Products, Atlanta, Georgia, a
manufacturer and distributor of office products. Mr. O'Leary has a Bachelor of
Science degree in Electrical Engineering from Northeastern University, Boston,
Massachusetts.
HENRY F. SCHLUETER has been a director since October 2001, and has been our
Assistant Secretary since October 6, 1988. Since 1992, Mr. Schlueter has been
the Managing Director of Schlueter & Associates, P.C., a law firm, practicing in
the areas of securities, mergers and acquisitions, finance and corporate law.
Mr. Schlueter has served as our United States corporate and securities counsel
since 1988. From 1989 to 1991, prior to establishing Schlueter & Associates,
P.C., Mr. Schlueter was a partner in the Denver, Colorado office of Kutak Rock
(formerly Kutak, Rock & Campbell), and from 1984 to 1989, he was a partner in
the Denver office of Nelson & Harding. Mr. Schlueter is a member of the American
Institute of Certified Public Accountants, the Colorado Society of CPA's, the
Colorado and Denver Bar Associations and the Wyoming State Bar.
There are no family relationships between any of our directors and
executive officers.
No arrangement or understanding exists between any such director or officer
and any other persons pursuant to which any director or executive officer was
elected as a director or executive officer. Our directors are elected annually
and serve until their successors take office or until their death, resignation
or removal. The executive officers serve at the pleasure of the Board of
Directors.
-22-
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 23,333,334 shares of common stock, $0.003 par
value per share.
Holders of common stock are entitled to one vote for each whole share on
all matters to be voted upon by shareholders, including the election of
directors. Holders of common stock do not have cumulative voting rights in the
election of directors. All shares of common stock are equal to each other with
respect to liquidation and dividend rights. Holders of common stock are entitled
to receive dividends if and when declared by the board of directors out of funds
legally available therefor under British Virgin Islands law. In the event of the
liquidation of the company, all assets available for distribution to the holders
of the common stock are distributable among them according to their respective
holdings. Holders of common stock have no preemptive rights to purchase any
additional, unissued shares of common stock. All of the outstanding shares of
common stock of the company are, and those to be issued pursuant to this
offering will be, fully paid and non-assessable.
Under our Memorandum and Articles of Association and the laws of the
British Virgin Islands, our Memorandum and Articles of Association may be
amended by the board of directors without shareholder approval. This includes
amendments increasing or reducing the authorized capital stock of the company
and increasing or reducing the par value of our shares. The board of directors
may also increase the capital of the company without shareholder approval by
transferring a portion of the company's surplus to capital or reduce the
company's capital by transferring a portion of the company's capital to surplus.
Our ability to amend our Memorandum and Articles of Association without
shareholder approval could have the effect of delaying, deterring or preventing
a change in control of the company without any further action by the
shareholders, including but not limited to a tender offer to purchase the common
stock at a premium over then current market prices.
Under United States law, majority and controlling shareholders generally
have certain fiduciary responsibilities to the minority shareholders.
Shareholder action must be taken in good faith and actions by controlling
shareholders that are obviously unreasonable may be declared null and void. The
British Virgin Islands law protecting the interests of the minority shareholders
may not be as protective in all circumstances as the laws protecting minority
shareholders in United States jurisdictions. While British Virgin Islands law
does permit a shareholder of a British Virgin Islands company to sue its
directors derivatively, i.e., in the name of and for the benefit of the company,
and to sue the company and its directors for his benefit and the benefit of
others similarly situated, the circumstances in which any action may be brought
and the procedures and defenses that may be available with respect to any action
may result in the rights of shareholders of a British Virgin Islands company
being more limited than those rights of shareholders in a United States company.
-23-
Preferred Stock
Under our Memorandum and Articles of Association, we are authorized to
issue up to an aggregate of 10,000,000 shares of preferred stock, $.01 par
value, divided into 2,500,000 shares each of class A preferred stock, class B
preferred stock, class C preferred stock and class D preferred stock. Shares may
be issued within each class from time to time by our board of directors in its
sole discretion without the approval of the shareholders with such designations,
powers, preferences, rights, qualifications, limitations and restrictions as
have not been fixed in our Memorandum of Association. As of the date of this
prospectus, no shares of preferred stock have been issued.
Transfer Agent
The transfer agent and registrar for the common stock is U.S. Stock
Transfer Corporation, 1745 Gardena Avenue #200, Glendale, California 91204.
Reports to Shareholders
We intend to furnish annual reports to shareholders which include audited
financial statements reported on by our independent accountants and quarterly
reports for each of our first three quarters which contain unaudited financial
statements. We will continue to comply with the periodic reporting requirements
imposed on foreign issuers by the Exchange Act.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 5,728,365 (including 180,726
shares that are disputed and may be repurchased) shares of common stock
outstanding. Of these, approximately 3,235,993 shares of common stock, other
than shares held by our affiliates, will be freely transferable and tradeable
without restriction under the Securities Act. The remaining 2,492,372 shares of
common stock are restricted securities. These shares may only be sold in the
public United States market under an effective registration statement or in
accordance with Rule 144 promulgated under the Securities Act.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned his or
her shares for at least one year, including our affiliates, would be entitled to
sell within any three-month period a number of shares equal to the greater of 1%
of the then outstanding shares of our common stock (approximately 57,284 shares
immediately after this offering) or the average weekly trading volume of our
common stock during the four calendar weeks preceding the filing of the required
notice of the sale. Sales under Rule 144 also are subject to certain manner of
sale restrictions, notice requirements and the availability of current public
information about us. Under Rule 144(k), a person who is not deemed to have been
an affiliate of ours at any time during the 90 days preceding a sale, and who
has beneficially owned the shares proposed to be sold for at least two years, is
-24-
entitled to sell the shares without regard to the requirements described above.
Sales of substantial numbers of shares of common stock pursuant to a
registration statement, Rule 144 or otherwise, whether in the United States or
abroad, could adversely affect the market price of the common stock.
We also have reserved 1,064,500 shares for issuance upon exercise of stock
options which may be granted in the future under our stock option plans. If the
holders of the options exercise the options, the shares of common stock to be
issued will constitute restricted securities, subject to Rule 144.
ADDITIONAL INFORMATION
Share Capital
Our authorized capital is $170,000 consisting of 23,333,334 shares of
common stock, $0.003 par value per share, and 10,000,000 authorized shares of
preferred stock, $0.01 par value, divided into 2,500,000 shares each of class A
preferred stock, class B preferred stock, class C preferred stock and class D
preferred stock. Information with respect to the number of shares of common
stock outstanding at the beginning and at the end of the last three fiscal
years, is presented in the Consolidated Statements of Changes in Shareholders'
Equity for the years ended March 31, 2002, 2003 and 2004, as incorporated by
reference into this prospectus.
At June 14, 2004, there were 5,728,365 (including 180,726 shares that are
disputed and may be repurchased) shares of our common stock outstanding, all of
which were fully paid. In addition, at June 14, 2004, we had outstanding
1,064,500 options to purchase common stock as follows:
Number of Exercise Price Expiration
Options per Share Date
--------- -------------- ----------
228,000 $8.00 January 6, 2010
20,000 $8.125 January 12, 2010
30,000 $7.875 January 9, 2011
196,000 $3.65 April 9, 2011
20,000 $2.55 October 14, 2011
168,000 $2.50 March 6, 2012
362,500 $1.61 April 1, 2013
40,000 $6.12 March 26, 2014
At June 14, 2004 there were no shares of our preferred stock outstanding.
Memorandum and Articles of Association.
We are registered in the British Virgin Islands and have been assigned
company number 9032 in the register of companies. Our registered agent is HWR
Services Limited and is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
British Virgin Islands. The object or purpose of the Company is to engage in any
-25-
act or activity that is not prohibited under British Virgin Islands law as set
forth in Paragraph 4 of our Memorandum of Association. As an International
Business Company, we are prohibited from doing business with persons resident in
the British Virgin Islands, owning real estate in the British Virgin Islands or
acting as a bank or insurance company. We do not believe that these restrictions
materially affect our operations.
Paragraph 57(c) of our Amended Articles of Association (the "Articles")
provides that a director may be counted as one of a quorum in respect of any
contract or arrangement in which the director is materially interested; however,
if the agreement or transaction cannot be approved by a resolution of directors
without counting the vote or consent of any interested director, the agreement
or transaction may only be validated by approval or ratification by a resolution
of the members. Paragraph 53 of the Articles allows the directors to vote
compensation to themselves in respect of services rendered to the Company.
Paragraph 66 of the Articles provides that the directors may by resolution
exercise all the powers of the Company to borrow money and to mortgage or charge
its undertakings and property or any part thereof, to issue debentures,
debenture stock and other securities whenever money is borrowed or as security
for any debt, liability or obligation of ours or of any third party. Such
borrowing powers can be altered by an amendment to the Articles. There is no
provision in the Articles for the mandatory retirement of directors. Directors
are not required to own shares of the Company in order to serve as directors.
Our authorized share capital is $170,000 divided into 23,333,334 shares of
common stock, $0.003 par value, and 10,000,000 authorized shares of preferred
stock, $0.01 par value. Holders of our common stock are entitled to one vote for
each whole share on all matters to be voted upon by shareholders, including the
election of directors. Holders of our common stock do not have cumulative voting
rights in the election of directors. All of our common shares are equal to each
other with respect to liquidation and dividend rights. Holders of our common
shares are entitled to receive dividends if and when declared by our board of
directors out of funds legally available under British Virgin Islands law. In
the event of our liquidation, all assets available for distribution to the
holders of our common shares are distributable among them according to their
respective holdings. Holders of our common stock have no preemptive rights to
purchase any additional un-issued common shares. No shares of our preferred
stock have been issued, however the board of directors has the ability to
determine the rights, preferences and restrictions to the preferred stock at
their discretion.
Paragraph 7 of the Memorandum of Association provides that without
prejudice to any special rights previously conferred on the holders of any
existing shares, any share may be issued with such preferred, deferred or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise as the directors may from time to time determine.
Paragraph 10 of the Memorandum of Association provides that if at any time
the authorized share capital is divided into different classes or series of
shares, the rights attached to any class or series may be varied with the
consent in writing of the holders of not less than three-fourths of the issued
shares of any other class or series of shares which may be affected by such
variation.
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Paragraph 105 of the Articles of Association provides that our Memorandum
and Articles of Association may be amended by a resolution of members or a
resolution of directors. Thus, our board of directors without shareholder
approval may amend our Memorandum and Articles of Association. This includes
amendments to increase or reduce our authorized capital stock. Our ability to
amend our Memorandum and Articles of Association without shareholder approval
could have the effect of delaying, deterring or preventing a change in control
of the Company, including a tender offer to purchase our common shares at a
premium over the then current market price.
Provisions in respect of the holding of general meetings and extraordinary
general meetings are set out in Paragraphs 68 through 77 of the Articles and
under the International Business Companies Act. The directors may convene
meetings of the members at such times and in such manner and places as the
directors consider necessary or desirable, and they shall convene such a meeting
upon the written request of members holding more than 30% of the votes of our
outstanding voting shares.
British Virgin Islands law and our Memorandum and Articles of Association
impose no limitations on the right of nonresident or foreign owners to hold or
vote our securities. There are no provisions in the Memorandum and Articles of
Association governing the ownership threshold above which shareholder ownership
must be disclosed.
A copy of our Memorandum and Articles of Association, as amended, has been
filed as an exhibit to the Registration Statement on Form F-2 (SEC File No.
333-32524).
Material contracts.
The following summarizes each material contract, other than contracts
entered into in the ordinary course of business, to which Bonso or any
subsidiary of Bonso is a party, for the two years immediately preceding the
filing of this report:
We entered into a Stock Purchase Agreement dated July 22, 2002, with Modus
Enterprise International Inc. (a wholly-owned subsidiary of Bonso), and a third
party relating to the acquisition of 51% of Gram Precision.
We entered into an employment agreement with Anthony So our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer effective
April 1, 2003.
We entered into an employment agreement with Cathy Kit Teng Pang our
Director of Finance effective April 1, 2003.
We entered into an employment agreement with Kim Wah Chung our Director of
Research and Development effective April 1, 2003.
We signed a credit facility letter on March 31, 2003 with Bank of America
(Asia) Ltd. for a HK $13,000,000 overdraft and import and export line of credit.
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We signed a credit facility letter on April 8, 2003 and amended the letter
of April 22, 2003 with Standard Chartered Bank for a HK $53,000,000 trade
finance facilities agreement. A copy of this letter is attached hereto as
Exhibit 4.8. This letter amended previous agreements with Standard Chartered
Bank on May 17, 2002, May 11, 2001 and March 5, 2001.
We signed a Banking Facility Letter, dated April 25, 2003 between Bonso and
DBS Kwong on Bank Limited for a HK $11,500,000 overdraft, letter of credit,
trust receipt, export invoice financing and negotiation under documentary
credit.
We signed a Banking Facility Letter, dated May 8, 2003 between Korona,
Bonso and Commerzbank Aktiengesellschaft Bank for a EURO 1,900,000 line of
credit.
We signed a Banking Facility Letter, dated May 21, 2003 between Bonso and
Hang Seng Bank Limited for a HK $49,000,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan and overdraft facility.
We signed a Banking Facility Letter, dated April 8, 2003 between Bonso and
the Hong Kong and Shanghai Banking Corporation Limited for a HK $20,000,000
overdraft facility, import/export facility, trust receipt facility and a D/A
bill facility.
We signed a Banking Facility Letter, dated April 8, 2003 between Bonso and
the Hong Kong and Natexis Banques Populaires Hong Kong Branch for a U.S.
$2,000,000 Export Credit Insurance Corporation discount invoices, negotiation of
export letter of credit discrepancies, and export bills.
We signed a Banking Facility Letter, dated May 6, 2004 between Bonso and
Standard Chartered Bank for a working capital facilities for a HK $55,000,000
current account overdraft and discrepant credit bills negotiated and a HK
$22,000,000 standby letter of credit.
We signed a Banking Facility Letter, dated January 15, 2004 between Bonso
and the Natexis Banques Populaires Hong Kong Branch for a U.S. $2,500,000
discount of export invoice, negotiation of export letter of credit
discrepancies, packing loan and export bills.
We signed a Banking Facility Letter, dated May 31, 2004 between Bonso and
DBS Kwong on Bank Limited for a HK $11,000,000 letter of credit, letter of
credit cargo receipt, trust receipt advance against outward bills and
negotiation under documentary credit.
We signed a Banking Facility Letter, dated May 5, 2004 between Bonso and
the Hong Kong and Shanghai Banking Corporation Limited for a HK $37,000,000
overdraft facility, import/export facility, trust receipt facility and a D/A
bill facility.
We signed a Banking Facility Letter, dated April 8, 2004 between Bonso and
Hang Seng Bank Limited for a HK $48,000,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan and overdraft facility.
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Exchange controls.
There are no exchange control restrictions on payments of dividends on our
common stock or on the conduct of our operations either in Hong Kong, where our
principal executive offices are located, or the British Virgin Islands, where we
are incorporated. Other jurisdictions in which we conduct operations may have
various exchange controls. Taxation and repatriation of profits regarding our
China operations are regulated by Chinese laws and regulations. To date, these
controls have not had and are not expected to have a material impact on our
financial results. There are no material British Virgin Islands laws that impose
foreign exchange controls on us or that affect the payment of dividends,
interest or other payments to holders of our securities who are not residents of
the British Virgin Islands. British Virgin Islands law and our Memorandum and
Articles of Association impose no limitations on the right of nonresident or
foreign owners to hold or vote our securities.
Taxation.
Under current British Virgin Islands law, we are not subject to tax on our
income. Most of our subsidiaries' profits accrue in Hong Kong, Canada and
Germany where the corporate tax rates are currently 17.5%, 38% and 26.375%,
respectively. However, as Korona is a partnership, it is only subject to 14.17%
of the local statutory rate in Germany. There is no tax payable in Hong Kong on
offshore profit or on dividends paid to Bonso Electronics Limited by its
subsidiaries or to us by Bonso Electronics Limited. Therefore, our overall
effective tax rate may be lower than that of most United States corporations;
however, this advantage could be materially and adversely affected by changes in
the tax laws of the British Virgin Islands, Germany, Hong Kong or China.
No reciprocal tax treaty regarding withholding exists between the United
States and the British Virgin Islands. Under current British Virgin Islands law,
dividends, interest or royalties paid by us to individuals are not subject to
tax as long as the recipient is not a resident of the British Virgin Islands. If
we were to pay a dividend, we would not be liable to withhold any tax, but
shareholders would receive gross dividends, if any, irrespective of their
residential or national status.
Dividends, if any, paid to any United States resident or citizen
shareholder are treated as dividend income for United States federal income tax
purposes. Such dividends are not eligible for the 70% dividends-received
deduction allowed to United States corporations on dividends from a domestic
corporation under Section 243 of the United States Internal Revenue Code of 1986
(the "Internal Revenue Code"). Various Internal Revenue Code provisions impose
special taxes in certain circumstances on non-United States corporations and
their shareholders. You are urged to consult your tax advisor with regard to
such possibilities and your own tax situation.
In addition to United States federal income taxation, shareholders may be
subject to state and local taxes upon their receipt of dividends.
-29-
LEGAL MATTERS
The validity of the common stock registered hereunder will be passed upon
by Harney, Westwood & Riegels, Tortola, British Virgin Islands, who have also
advised us on all matters of BVI law disclosed in this prospectus. The validity
of the common stock have been passed upon by Schlueter & Associates, P.C. of
Denver, Colorado.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 20-F for the year ended March 31, 2004
have been so incorporated in reliance on the report of PricewaterhouseCoopers,
independent Registered Public Accounting Firm given on the authority of said
firm as experts in auditing and accounting.
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[Back Cover Page]
BONSO ELECTRONICS INTERNATIONAL INC.
573,226 Shares of Common Stock Offered by Selling Shareholders
TABLE OF CONTENTS
Page
----
Prospectus Summary ........................................ 2
Risk Factors .............................................. 5
Where you Can Find More Information ....................... 14
Incorporation of Certain Documents by Reference............ 14
Forward-Looking Statements ................................ 15
Use of Proceeds ........................................... 16
Capitalization and Indebtedness ........................... 16
The Offer and Listing...................................... 18
Markets and Price Range of Common Stock............... 18
Selling Securityholders .............................. 19
Plan of Distribution ................................. 20
Expenses of the Issue................................. 20
Directors and Senior Management............................ 21
Description of Securities ................................. 23
Shares Eligible for Future Sale ........................... 24
Additional Information .................................... 25
Share Capital ........................................ 25
Memorandum and Articles of Association ............... 25
Material Contracts ................................... 27
Exchange Controls .................................... 29
Taxation ............................................. 29
Legal Matters ............................................. 30
Experts ................................................... 30
No person has been authorized to give any information or to make any
representation not contained in this prospectus in connection with the offering
made hereby. If given or made, such information or representations must not be
relied upon as having been authorized by Bonso. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities offered by this prospectus to which it relates, or an
offer to sell or a solicitation of an offer to buy to any person in any
jurisdiction where such offer to sell or solicitation of an offer to buy would
be unlawful. Neither the delivery of this prospectus nor sale hereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the company since the date hereof. Bonso has undertaken to file
post-effective amendments to the registration statement of which this prospectus
is a part if material changes or events occur during any period in which offers
or sales are being made.