As filed with the Securities and Exchange Commission on April 10, 2003
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
Global Sources Ltd.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Global Sources Ltd.
Cedar House
41 Cedar Avenue
Hamilton MH 12, Bermuda
(441) 295-2244
(Address of Principal Executive Offices)
_______________
Global Sources Equity
Compensation Plans
Numbers I, II, III, IV, V, VI and VII
(Full title of the plans)
_______________
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)
_______________
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
-------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (1) per share (2)(3) price (2)(3) registration fee
(2)(3)
Common Shares, par value $.01 per share 2,177,577 $N/A $N/A $0.00
-------------------------------------------------------------------------------------------------------------------------------
______________________
(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, VI and VII.
(2) On June 1, 2001, Global Sources Ltd. ("Global Sources") filed with the
Securities Exchange Commission (the "SEC") a registration statement on
Form S-8 (File No. 333-62132 ) to register 2,557,038 shares of Global
Sources' common shares (the "2001 Registration Statement"), and such
other shares of its common stock as may be issued pursuant to Rule
416(a) of the Securities Act of 1933, as amended (the "Securities
Act"), to be issued under the Global Sources Equity Compensation Plans
Numbers I, II, III, IV, V and VI (the "Initial Plans"). As of the date
hereof, 2,177,577 shares remain authorized for issuance under the
Initial Plans. Effective January 2, 2002, the Global Sources Equity
Compensation Plan Number VII was approved. In accordance with the
guidance provided in Telephone Interpretations G89 and G90 of the
Division of Corporate Finance Manual of Publicly Available Telephone
Interpretations, dated July 1997 and General Instruction E to Form S-8
(collectively, the "SEC Guidance"), Global Sources deregisters the
2,177,577 shares of common stock under the Initial Plans currently
registered under the 2001 Registration Statement. Contemporaneously
with the filing of the Post-Effective Amendment No. 1 to the 2001
Registration Statement, Global Sources is hereby filing a Registration
Statement on Form S-8 for Global Sources Equity Compensation Plan
Numbers I, II, III, IV, V, VI and VII (the "GS ECP Numbers I, II, III,
IV, V, VI and VII Registration Statement"). The GS ECP Numbers I, II,
III, IV, V, VI and VII Registration Statement shall register the
2,177,577 shares of Global Sources' common stock under the Initial
Plans as issuable under the Global Sources Equity Compensation Plan
Numbers I, II, III, IV, V, VI and VII. Therefore, in accordance with
the SEC Guidance, Global Sources intends that the 2,177,577 shares
deregistered by the Post-Effective Amendment No. 1 to the 2001
Registration Statement, and the previously paid $4,313.04 aggregate
filing fee applicable to such shares, be applied to the shares to be
registered under Global Sources Equity Compensation Plan Numbers I, II,
III, IV, V, VI and VII and to the filing fee to be paid for filing the
GS ECP Numbers I, II, III, IV, V, VI and VII Registration Statement.
(3) The aggregate registration fee of $4,313.04 for the registration of
2,177,577 shares was paid by Global Sources upon the filing of the 2001
Registration Statement. However, pursuant to Note (1) above, Global
Sources intends that such registration fee be credited to the
registration of the 2,177,577 shares under Global Sources Equity
Compensation Plan Numbers I, II, III, IV, V, VI and VII.
-1-
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, as amended, for the
fiscal year ended December 31, 2001.
(b) The description of the Company's Common Shares contained in the
Company's Form 20-F, as amended, for the fiscal year ended December 31,
2001.
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.
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.
-2-
(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.
-3-
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 10th day of April, 2003.
GLOBAL SOURCES LTD.
By: /s/ Eddie Heng Teng Hua
--------------------------------------------
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 April 10, 2003
------------------------- Officer (principal executive officer)
/s/ Eddie Heng Teng Hua Eddie Heng Teng Hua Chief Financial Officer and Director April 10, 2003
------------------------- (principal financial officer, principal
accounting officer)
/s/ Sarah Benecke Sarah Benecke Director April 10, 2003
-------------------------
/s/ Roderick Chalmers Roderick Chalmers Director April 10, 2003
-------------------------
/s/ Dr. H. Lynn Hazlett Dr. H. Lynn Hazlett Director April 10, 2003
-------------------------
David F. Jones Director April , 2003
-------------------------
Jeffrey J. Steiner Director April , 2003
-------------------------
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
3.1 - Memorandum of Association of Registrant*
3.2 - Bye-laws of Registrant*
4.1 - Form of The Global Sources Employee Equity Compensation Plan
No. I**
4.2 - Form of The Global Sources Employee Equity Compensation Plan
No. II**
4.3 - Form of The Global Sources Employee Equity Compensation Plan
No. III**
4.4 - Form of The Global Sources Employee Equity Compensation Plan
No. IV***
4.5 - Form of The Global Sources Employee Equity Compensation Plan
No. V***
4.6 - Form of The Global Sources Employee Equity Compensation Plan
No. VI****
4.7 - Form of The Global Sources Employee Equity Compensation Plan
No. V (Amended)
4.8 - Form of The Global Sources Employee Equity Compensation Plan
No. VII
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 Appleby, Spurling & Kempe (included in Exhibit 5.1)
24.1 - Power of Attorney (set forth on the signature page of this
Registration Statement)
_____________________________
* 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.
**** Incorporated by reference to Form S-8 Registration Statement of Global
Sources Ltd. filed with the Securities and Exchange Commission on June 1,
2001.
***** As a result of Arthur Andersen's recent conviction, Arthur Andersen is no
longer in a position to reissue their audit reports or to provide consents
to include financial statements reported on by them in this Form S-8
Registration Statement. The reports covering our financial statements for
the 2001 and 2000 fiscal years
-5-
were previously issued by Arthur Andersen, and have not been reissued by
them. Because Arthur Andersen has not reissued their report and because we
are unable to obtain a consent from Arthur Andersen, you will be unable to
sue Arthur Andersen under Section 11 of the Securities Act of 1933 for
material misstatements or omissions, if any, included in the financial
statements covered by their previously issued reports. We believe that it
is unlikely that you would be able to recover damages from Arthur Andersen
for any claim against them. We changed certifying accountants from Arthur
Andersen to Ernst & Young effective August 8, 2002. On August 8, 2002,
Arthur Andersen resigned as our principal accountant. The decision to
change accountants was approved by our board of directors. During the two
most recent fiscal years and the subsequent interim period prior to such
change in accountants, there were no disagreements with Arthur Andersen on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures. During the two most recent
fiscal years and the subsequent interim period prior to such change in
accountants, there have occurred none of the "reportable events" listed in
Item 304(a)(1)(v)(A-D) of Regulation S-K.
-6-
EXHIBIT 4.7
REVISED ON 21st DAY OF MARCH 2003
--------------------------------------------------------------------------------
THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. V
--------------------------------------------------------------------------------
Appleby Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM 12
CONTENTS
No. Section Page
1. Name of the Plan.......................................................1
2. Purpose of the Plan....................................................1
3. Shares Subject to the Plan.............................................1
4. Eligible Persons.......................................................1
5. Non-transferability....................................................1
6. Adjustments............................................................1
7. Vesting of Shares......................................................2
8. Plan Duration..........................................................2
9. Administration.........................................................3
10. Terminating Transactions...............................................3
11. Government Regulations.................................................3
12. Costs and Expenses.....................................................3
13. Amendment or Termination of the Plan...................................4
14. Effective Date of this Plan............................................4
15. Limitation of Liability................................................4
16. Governing Law and Jurisdiction.........................................4
Schedule 1...................................................................6
Schedule 2...................................................................7
THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. V
1. Name of the Plan
This Employee Equity Compensation Plan shall be known as The Global Sources
Employee Equity Compensation Plan No. V.
2. Purpose of the Plan
The purpose of the Global Sources Employee Equity Compensation Plan No. V
(the "Plan") is to make awards of common shares of US$0.01 each (the "Shares")
in Global Sources Ltd., a company incorporated in Bermuda, through the Global
Sources Employee Equity Compensation Trust (the "Trust") to eligible persons as
set out in Section 4.
3. Shares Subject to the Plan
The Shares held by Harrington Trust Limited as trustee of the Trust dated
30 December 1999 (the "Trustee") shall be eligible for issuance by the Trustee
pursuant to the Plan. A plan committee (the "Plan Committee") is constituted
under the Trust and appointed by Trade Media Holdings Ltd. (the "Company") to
determine the allocation of shares and other benefits to the Grantees.
4. Eligible Persons
The persons eligible to receive an award of Shares under the Plan (a
"Grantee" and collectively the "Grantees") are any persons employed by the
Company, including Directors of the Company, or by its parent (if any), or any
of its subsidiaries or its affiliates on a salaried basis or any consultant or
advisor to, or independent contractor of, the Company, its parent (if any), or
any of its subsidiaries or affiliates ("eligibly employed") on or after the date
hereof. Grantees shall be determined by resolution of the Board of Directors of
the Company, whose decision shall be final. The number of Shares to be awarded
to a Grantee shall be determined by the Plan Committee at the time of the award.
5. Non-transferability
Any Shares awarded under the Plan shall be non-transferable except in
accordance with Section 7 hereof and with the terms of Schedules 1 and 2
respectively.
6. Adjustments
If the outstanding Shares then subject to the Plan are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends and the like, appropriate adjustments shall be made in
the number and/or type of shares or securities as shall be directed by the Plan
Committee. Any such adjustment in outstanding Shares will be made in order to
preserve, but not to increase or decrease, the benefits to the Grantees existing
immediately prior to the event giving rise to such adjustment.
-1-
7. Vesting of Shares
Each Share awarded under the Plan shall vest in the Grantee as set out in
Schedule 2, subject to the following:
(a) In the case of every Share awarded hereunder:
(i) if a Grantee ceases to be eligibly employed because of the Grantee's
discharge for "cause", as hereinafter defined, any Share which has not
vested is forfeited with such cessation of employment;
(ii) if a Grantee ceases to be eligibly employed before all the Shares are
vested in accordance with Schedule 2 because of the Grantee's
resignation, which shall include retirement other than as well as at
"normal retirement", as hereinafter defined, the Grantee shall receive
the pro-rated portion of the Shares (if any) as would be vested in
accordance with Schedule 2 and as are available (if at all) at the
next vesting date following the resignation of the Grantee, subject
always to the discretion of the Plan Committee to direct otherwise,
whose decision shall be final;
(iii) if a Grantee shall die before all the Shares are vested in accordance
with Schedule 2 the person or persons to whom the Grantee's rights to
the Shares shall have lawfully passed whether by will, by the
applicable laws of succession or otherwise shall receive the pro-rated
portion of the Shares (if any) as would be vested in accordance with
Schedule 2 and as are available (if at all) at the next vesting date;
(iv) if a Grantee shall become disabled while eligibly employed but before
all the Shares are vested the Grantee's rights to the Shares which
have not vested are subject to the discretion of the Plan Committee
whose decision shall be final;
(v) "cause", shall mean conduct, as determined by the Board, involving one
or more of the following: the commission of an act of theft,
embezzlement, fraud, dishonesty, or moral turpitude, the deliberate
disregard of the rules of the Company which resulted in or on the
Board's determination may result in loss, damage or injury to the
Company, the unauthorised disclosure of any trade secret or
confidential information of the Company, the commission of an act
which constitutes unfair competition with the Company, the failure to
perform a duty as assigned or within the time period assigned or the
negligent performance of duties. In the event that the Grantee does
not accept the determination of the Company, the matter will be
decided in accordance with Bermuda law and the vesting of the Shares
will be suspended pending resolution by the Bermuda Courts;
(vi) "normal retirement" shall mean retirement from active employment by
the person eligibly employed on or after the normal retirement date
specified in the applicable pension plan relating to the person
eligibly employed or if there is no such pension plan, age 65.
(b) Until Shares are vested the Grantee shall not receive dividends thereon or
have any voting rights.
8. Plan Duration
Shares may not be awarded more than ten years after the effective date of
the Plan.
-2-
9. Administration
The Plan shall be managed and administered by the Trustee subject to the
directions of the Plan Committee as provided under the Trust.
The interpretation and construction by the Trustee of any provisions of the
Plan shall be final and binding upon Grantees and their respective successors,
unless otherwise determined by the Company, in which case such determination of
the Company shall be final and binding. Neither the Trustee nor the Company
shall be liable for any action taken, or determination made, in good faith.
The Trustee or the Company may, from time to time, adopt rules and
regulations for carrying out the Plan and, subject to the provisions of the
Plan, may issue a certificate in the form annexed to the Plan or prescribe the
form or forms of the instruments evidencing Shares awarded under the Plan.
Subject to the provisions of the Plan and to the directions of the Plan
Committee, the Trustee shall have full and final authority in its discretion to
select the persons to be awarded Shares, to determine the number of Shares to be
awarded, the terms of award, including any vesting provisions, and such other
terms and provisions thereof as it may authorize at the time when each Share is
awarded, each of which terms and provisions may be different for each award. The
Trustee, with the consent of the Plan Committee, may amend the terms of any
existing award to accelerate the time or times at which Shares awarded under the
Plan, or any part thereof, shall become vested, or in any other respect which
shall not adversely affect the rights of the holder of such award of Shares.
The Company may delegate any of its powers, rights, duties and
responsibilities under the Plan to the Plan Committee who may discharge same
with the authority and in the place and stead of the Company.
10. Terminating Transactions
Upon the occurrence of a "Terminating Transaction", as hereinafter defined,
the Plan shall terminate. Upon the happening of a Terminating Transaction, the
Shares which have not vested shall ipso facto become vested and the Trustee
shall, on the twentieth business day after the Terminating Transaction shall
first have come to the notice of the Company, or on such earlier date as the
Trustee may in its discretion determine, make payment in consideration therefor
of an amount equal to the market value of such Shares on the date of such
Terminating Transaction (such amount not to be less than zero), such payment to
be made by bank draft.
"Terminating Transaction" shall mean such transaction resulting in the
termination or substantial termination of the Company or the takeover or change
of control of the Company as the Plan Committee shall in its absolute discretion
determine.
11. Government Regulations
The Trustee shall not issue any Shares unless and until all licences,
permissions and authorizations required to be granted by the Government of
Bermuda, or by any authority or agency thereof, shall have been duly received.
12. Costs and Expenses
All costs and expenses with respect to the adoption of the Plan and in
connection with the
-3-
registration of Shares shall be borne by the Company; provided, however, that
except as otherwise specifically provided in the Plan or in any agreement
between the Company and a Grantee, the Company shall not be obliged to pay any
costs or expenses (including legal fees) incurred by any Grantee in connection
with any Shares held or transferred by any Grantee.
13. Amendment or Termination of the Plan
The Company by resolution of the Board of Directors may alter, amend,
suspend or terminate the Plan; however, except as otherwise provided in the
Plan, no such action shall deprive the Grantee, without his or her consent, of
any rights thereunder granted to the Grantee pursuant to the Plan.
No amendment of this Plan shall increase the duties and responsibilities of
the Trustee without its consent.
14. Effective Date of this Plan
The effective date of the Plan shall be that set out at the end of the
Plan.
15. Limitation of Liability
No member of the Board or the Plan Committee, or any officer or employee of
the Company acting on behalf of the Board or the Plan Committee, shall be
personally liable for any action, determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.
16. Governing Law and Jurisdiction
This Plan shall be governed by and interpreted and construed in accordance
with the laws of Bermuda and the Company and each Grantee hereby irrevocably
submits to the exclusive jurisdiction of the courts of Bermuda.
-4-
THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
GLOBAL SOURCES LTD.
SHARE AWARD CERTIFICATE
THE GLOBAL SOURCES EMPLOYEE EQUITY COMPENSATION PLAN NO. V
THIS IS TO CERTIFY that, on the date shown below, a grant of Shares was
awarded to the Grantee named below, subject to the provisions of the
above-mentioned Plan, as amended from time to time and to the Rules made
pursuant thereto for the time being in force, to receive the number of common
shares of US$0.01 each in the capital of Global Sources Ltd. specified below.
Grantee: Name: ______________________________________
Address: ______________________________________
______________________________________
______________________________________
______________________________________
Date of Award: ______________________________________
Vesting Dates and Amounts: ______________________________________
______________________________________
______________________________________
Number of Shares:
For and on behalf of the Trustee
______________________________________
-5-
SCHEDULE 1
Upon the awarding of Shares to the Grantee, such Shares shall not vest in
the Grantee but shall be held by the Trustee for the Grantee subject to the
following provisions and in accordance with the provisions of Schedule 2:
1. The Grantee can direct the Trustee to transfer the Shares to the Grantee or
to such person as the Grantee directs.
2. The maximum number of Shares that may be issued to any individual any
calendar year shall not exceed 25% of the aggregate number of Shares to be
issued under the Plan.
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SCHEDULE 2
The shares granted pursuant to the Plan will vest over five years in
accordance with the Schedule set out below.
----------------------------------------------------------------------------------------------------------------
1 years after 2 years after 3 years after 4 years after 5 years after
Award Date Award Date Award Date Award Date Award Date
----------------------------------------------------------------------------------------------------------------
Percentage 20% An additional An additional An additional An additional
of the Award 20% 20% 20% 20%
which vests
----------------------------------------------------------------------------------------------------------------
Where the percentage of the award which vests will give rise to the vesting
of part shares, the portion shall be rounded up to the nearest whole share.
The rights to Shares acquired by a Grantee under the Plan are not
transferable until the Shares are vested, except in accordance with 7(a)(iii).
-7-
IN WITNESS WHEREOF the Company has caused its common seal to be hereunto
affixed in the presence of its duly authorized officers as of the 21st day of
March 2003.
The COMMON SEAL of )
TRADE MEDIA HOLDINGS LTD. )
was hereunto affixed in the presence of: )
_________________________________________
DIRECTOR
_________________________________________
DIRECTOR/SECRETARY
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EXHIBIT 4.8
DATED 1st DAY OF JANUARY 2002
__________________________________________
THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. VII
__________________________________________
Appleby Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM 12
CONTENTS
No. Section Page
1. Name of the Plan.........................................................1
2. Purpose of the Plan......................................................1
3. Shares Subject to the Plan...............................................1
4. Eligible Persons.........................................................1
5. Non-transferability......................................................1
6. Adjustments..............................................................1
7. Vesting of the Shares....................................................1
8. Plan Duration............................................................2
9. Administration...........................................................2
10. Terminating Transactions.................................................2
11. Government Regulations...................................................3
12. Costs and Expenses.......................................................3
13. Amendment or Termination of the Plan.....................................3
14. Effective Date of the Plan...............................................3
15. Limitation of Liability..................................................3
16. Governing Law and Jurisdiction...........................................3
SCHEDULE 1...................................................................5
THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. VII
1. Name of the Plan
This Employee Equity Compensation Plan shall be known as The Global Sources
Employee Equity Compensation Plan No. VII.
2. Purpose of the Plan
The purpose of the Global Sources Employee Equity Compensation Plan No. VII
(the "Plan") is to make awards of common shares of US$0.01 each (the
"Shares") in Global Sources Ltd., a company incorporated in Bermuda,
through the Global Sources Employee Equity Compensation Trust (the "Trust")
to eligible persons as set out in Section 4.
3. Shares Subject to the Plan
The Shares held by Harrington Trust Limited as trustee of the Trust dated
30 December 1999 (the "Trustee") shall be eligible for issuance by the
Trustee pursuant to the Plan. A plan committee (the "Plan Committee") is
constituted under the Trust and appointed by Trade Media Holdings Ltd. (the
"Company") to determine the allocation of shares and other benefits to the
Grantees.
4. Eligible Persons
The persons eligible to be awarded Shares under the Plan (a "Grantee" and
collectively the "Grantees") are any persons employed by the Company,
including Directors of the Company, or by its parent (if any), or any of
its subsidiaries or its affiliates on a salaried basis or any consultant or
advisor to, or independent contractor of the Company, its parent (if any),
or any of its subsidiaries or its affiliates ("eligibly employed") on or
after the date hereof. Grantees shall be determined by resolution of the
Board of Directors of the Company, whose decision shall be final. Shares
which may be awarded to a Grantee shall be determined by the Plan Committee
at the time of the award.
5. Non-transferability
Any Shares awarded under the Plan shall be non-transferable except in
accordance with Section 7 hereof and with the terms of Schedule 1.
6. Adjustments
If the outstanding Shares then subject to the Plan are changed into or
exchanged for a different number or kind of shares or securities, as a
result of one or more reorganizations, recapitalizations, stock splits,
reverse stock splits, stock dividends and the like, appropriate adjustments
shall be made in the number and/or type of Shares or Securities as shall be
directed by the Plan Committee. Any such adjustment in outstanding Shares
will be made in order to preserve, but not to increase or decrease, the
benefits to the Grantees existing immediately prior to the event giving
rise to such adjustment.
7. Vesting of the Shares
Each Share awarded under the Plan shall vest in the Grantee as determined
by the Plan Committee at the time the Shares are awarded:
In the case of every Share awarded hereunder:
(i) if a Grantee ceases to be eligibly employed for any reason other than
death, any Share which has not vested is forfeited with such cessation
of employment;
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(ii) if a Grantee shall die before all the Shares are vested in accordance
with the determination of the Plan Committee the person or persons to
whom the Grantee's rights to the Shares shall have lawfully passed
whether by will, by the applicable laws of succession or otherwise
shall receive the pro-rated portion of the Shares (if any) as would be
vested in accordance with the determination of the Plan Committee and
as are available (if at all) at the next vesting date;
Until Shares are vested the Grantee shall not receive dividends thereon or
have any voting rights.
Once the Shares are awarded to a Grantee, the terms of vesting cannot be
varied to the detriment of the Grantee without the written consent of such
Grantee.
Where the percentage of the award that vests from time to time gives rise
to the vesting of part shares, the vesting portion shall be rounded up to the
next whole share.
The rights to Shares acquired by a Grantee under the Plan shall not be
transferable until the Shares become vested.
8. Plan Duration
Shares may not be awarded more than ten years after the effective date of
the Plan.
9. Administration
The Plan shall be managed and administered by the Trustee subject to the
directions of the Plan Committee as provided under the Trust.
The interpretation and construction by the Trustee of any provisions of the
Plan or of any benefit granted hereunder shall be final and binding upon
Grantees and their respective successors, unless otherwise determined by
the Company, in which case such determination of the Company shall be final
and binding. Neither the Trustee nor the Company shall be liable for any
action taken, or determination made, in good faith.
The Trustee or the Company may, from time to time, adopt rules and
regulations for carrying out the Plan and, subject to the provisions of the
Plan, may issue a certificate in the form annexed to the Plan or prescribe
the form or forms of the instruments evidencing Shares awarded under the
Plan.
Subject to the provisions of the Plan and to the directions of the Plan
Committee, the Trustee shall have full and final authority in its
discretion to select the persons to be awarded Shares, to determine the
number of Shares to be awarded, the terms of award, including any vesting
provisions, and such other terms and provisions thereof as it may authorize
at the time when each Share is awarded, each of which terms and provisions
may be different for each award. The Trustee, with the consent of the Plan
Committee, may amend the terms of any existing award to accelerate the time
or times at which Shares awarded under the Plan, or any part thereof, shall
become vested, or in any other respect which shall not adversely affect the
rights of the holder of such award of Shares.
The Company may delegate any of its powers, rights, duties and
responsibilities under the Plan to the Plan Committee who may discharge
same with the authority and in the place and stead of the Company.
10. Terminating Transactions
Upon the occurrence of a "Terminating Transaction", as hereinafter defined,
the Plan shall terminate. Upon the happening of a Terminating Transaction,
the Shares which have not vested shall ipso facto become vested and the
Trustee shall, on the twentieth business day after the Terminating
Transaction shall
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first have come to the notice of the Company, or on such earlier date as
the Trustee may in its discretion determine, make payment in consideration
therefor of an amount equal to the market value of such Shares on the date
of such Terminating Transaction (such amount not to be less than zero),
such payment to be made by bank draft.
"Terminating Transaction" shall mean such transaction resulting in the
termination or substantial termination of the Company or the takeover or
change of control of the Company as the Plan Committee shall in its
absolute discretion determine.
11. Government Regulations
The Trustee shall not issue any Shares unless and until all licences,
permissions and authorizations required to be granted by the Government of
Bermuda, or by any authority or agency thereof, shall have been duly
received.
12. Costs and Expenses
All costs and expenses with respect to the adoption of the Plan and in
connection with the awarding of Shares shall be borne by the Company;
provided, however, that except as otherwise specifically provided in the
Plan or in any agreement between the Company and a Grantee, the Company
shall not be obliged to pay any costs or expenses (including legal fees)
incurred by any Grantee in connection with any Shares held or transferred
by any Grantee.
13. Amendment or Termination of the Plan
The Company by resolution of the Board of Directors may alter, amend,
suspend or terminate the Plan; however, no such action shall deprive the
Grantee, without his or her consent, of any benefit or any of the rights
thereunder awarded to the Grantee pursuant to the Plan.
No amendment of this Plan shall increase the duties and responsibilities of
the Trustee without its consent.
14. Effective Date of the Plan
The effective date of the Plan shall be that set out at the end of the
Plan.
15. Limitation of Liability
No member of the Board or the Plan Committee, or any officer or employee of
the Company acting on behalf of the Board or the Plan Committee, shall be
personally liable for any action, determination or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board
or the Committee and each and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, determination
or interpretation.
16. Governing Law and Jurisdiction
This Plan shall be governed by and interpreted and construed in accordance
with the laws of Bermuda and the Company and each Grantee hereby
irrevocably submits to the exclusive jurisdiction of the courts of Bermuda.
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THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
GLOBAL SOURCES LTD.
SHARE AWARD CERTIFICATE
THE GLOBAL SOURCES EMPLOYEE EQUITY COMPENSATION PLAN NO. VII
THIS IS TO CERTIFY that, on the date shown below, a grant of Shares was awarded
to the Grantee named below, subject to the provisions of the above-mentioned
Plan, as amended from time to time and to the Rules made pursuant thereto for
the time being in force, to receive the number of common shares of US$0.01 each
in the capital of Global Sources Ltd. specified below.
Grantee: Name: _________________________________
Address: _________________________________
_________________________________
_________________________________
Date of Award: _________________________________
Vesting Dates and amounts: _________________________________
_________________________________
_________________________________
_________________________________
_________________________________
Number of Shares: _________________
For and on behalf of the Trustee
_________________________________
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SCHEDULE 1
Upon the awarding of Shares to the Grantee, such Shares shall not vest in the
Grantee but shall be held by the Trustee for the Grantee subject to the
following provisions and subject to and in accordance with the provisions of the
Plan:
1. The Grantee can direct the Trustee to transfer the Shares to the Grantee or
to such person as the Grantee directs.
2. The maximum number of Shares that may be issued to any individual any
calendar year shall not exceed 25% of the aggregate number of Shares to be
issued under the Plan.
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IN WITNESS WHEREOF the Company has caused its common seal to be hereunto
affixed in the presence of its duly authorized officers as of the 1st day of
January 2002.
The COMMON SEAL of )
TRADE MEDIA HOLDINGS LIMITED )
was hereunto affixed in the presence of: )
)
)
_________________________________
Director
_________________________________
Secretary
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EXHIBIT 5.1
SSJ/sma/123940/003
Direct Telephone: +441 298 3531
Direct e-mail: ssjames@ask.bm
Stephen S James 9 April 2003
Counsel to the Firm
Global Sources Ltd.
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Dear Sirs:
Global Sources Ltd. (the "Company")
We have acted as legal counsel in Bermuda to the Company in connection with the
filing by the Company with the US Securities and Exchange Commission, under the
Securities Act of 1933, as amended, of a registration statement on Form S-8 (the
"Registration Statement") in relation to The Global Sources Employee Equity
Compensation Plans No.s I, II, III, IV, V, VI and VII (individually "ECP I",
"ECP II", "ECP III", "ECP IV", "ECP V", "ECP VI" and "ECP VII", collectively,
the "Plans"). As of the date hereof a total of 2,350,119 previously issued
common shares of par value $0.01 (the "Plan Shares") of the Company are held by
Harrington Trust Limited as trustee (the "Trustee") for The Global Sources
Equity Compensation Trust for the purposes of the Plans. The Company wishes to
register 2,177,577 as yet unallocated Plan Shares (the "Registered Shares")
pursuant to the Registration Statement.
Pursuant to the terms of ECP I and ECP II, the Grantees (as defined in the
respective Plans) are eligible to receive option grants to purchase Registered
Shares from the Trustee. Pursuant to ECP III Grantees are eligible to receive
coupon grants redeemable for Registered Shares by way of transfer from the
Trustee. Pursuant to ECP IV, ECP V and ECP VI and ECP VII Grantees are eligible
to receive grants of Registered Shares from the Trustee.
For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion together with
such other documentation as we have considered requisite to this opinion (the
"Documents"). Unless otherwise defined herein, capitalised terms have the
meaning assigned to them in the Registration Statement.
Assumptions
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted to
us, and such other documents examined by us, as originals and the
conformity to authentic originals of all Documents submitted to us, and
such other documents examined by us, as certified, conformed, notarised or
photostatic copies;
(b) that each of the Documents and other such documentation which was received
by electronic means is complete, intact and in conformity with the
transmission as sent;
(c) the genuiness of all signatures on the Documents;
(d) the authority, capacity and power of each of the persons signing the
Documents;
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(e) that any representation, warranty or statement of fact or law, other than
as to the laws of Bermuda, made in any of the Documents is true, accurate
and complete;
(f) that the Company Search was complete and accurate at the time of such
search and disclosed all information which is material for the purpose of
this opinion and such information has not since the date of the Litigation
Search been materially altered; and
(g) that the Litigation Search was complete and accurate at the time of such
search and disclosed all information which is material for the purposes of
this opinion and such information has not since the date of the Litigation
Search been materially altered.
Opinion
Based solely on the foregoing assumptions and our review of the Share Register
and subject to the reservations set forth below, we are of the opinion that the
Registered Shares are legally issued, fully-paid and non-assessable common
shares of the Company registered in the name of the Trustee.
Reservations
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of the
opinions expressed herein relates to compliance with or matters governed by
the laws of any jurisdiction except Bermuda. This opinion is limited to
Bermuda law as applied by the Courts of Bermuda at the date hereof.
(b) Any reference to this opinion to being "non-assessable" shall mean , in
relation to fully-paid shares of the Company and subject to any contrary
provision in any agreement in writing between the Company and the holder of
shares, that no shareholder shall be obliged to contribute further amounts
to the capital of the Company, either in order to complete payment for
their shares, to satisfy claims of creditors of the Company, or otherwise;
and no shareholder shall be bound by an alteration of the Memorandum of
Association or Bye-laws of the Company after the date on which he became a
shareholder, if and so far as the alteration requires him to take, or
subscribe for additional shares, or in any way increase his liability to
contribute to the share capital of, or otherwise to pay money to the
Company.
(c) In order to issue this opinion we have carried out the Company Search as
referred to in the Schedule of this opinion and have not enquired as to
whether there has been any change since the date of such search.
(d) In order to issue this opinion we have carried out the Litigation Search as
referred to in the Schedule to this opinion and have not enquired as to
whether there has been any change since the date of such search.
Disclosure
This opinion is addressed to you solely for your benefit in connection with the
filing with the US Securities and Exchange Commission of the Registration
Statement and is not to be made available to, transmitted to, or relied on by
any other person or entity, for any other purpose nor quoted or referred to in
any public document nor filed with any governmental agency or person, without
prior written consent except as may be required by law or regulatory authority.
We consent to the filing of this opinion as an exhibit to the Registration
Statement by the Company.
Further, this opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable laws or the existing facts or circumstances should change.
Yours faithfully
APPLEBY SPURLING & KEMPE
/s/ Appleby Spurling & Kempe
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SCHEDULE
1. The entries and filings shown in respect of the Company on the file of the
Company maintained in the Register of Companies at office of the Registrar
of Companies in Hamilton, Bermuda, as revealed by a search completed on 2
April 2003 (the "Company Search").
2. The entries and filings shown in respect of the Company in the Supreme
Court Causes Book maintained at the Registry of the Supreme Court in
Hamilton, Bermuda, as revealed by a search completed on 2 April 2003 in
respect of the Company (the "Litigation Search"). The Company Search and
the Litigation Search are together referred to as the "Searches".
3. An electronic copy of the Registration Statement (excluding exhibits and
excluding the documents incorporated by reference).
4. Faxed copies of the Plans.
5. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws for the Company adopted 6 May 2002 (collectively
referred to as the "Constitutional Documents").
6. A certified true copy of the share register of the Company dated 3 April
2003 and signed by Eddie Heng Teng Hua, Director of the Company confirming
the Trustee as the registered holder of the Plan Shares (the "Share
Register").
7. A certified copy of the "Foreign Exchange Letter", dated 9 November 1999
and a letter of permission dated 2 December 1999, issued by the Bermuda
Monetary Authority, Hamilton Bermuda in relation to the Company.
8. A certified copy of the "Tax Assurance", dated 12 December 1999, issued by
the Registrar of Companies for the Minister of Finance in relation to the
Company.
9. A Certificate of Compliance, dated 2 April 2003 issued by the Ministry of
Finance in respect of the Company.
EXHIBIT 23.1
THE FOLLOWING CONSENT IS A COPY OF THE INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
PREVIOUSLY ISSUED BY ARTHUR ANDERSEN. THE CONSENT HAS NOT BEEN REISSUED BY
ARTHUR ANDERSEN.
[Letterhead of Arthur Andersen]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 9,
2001 included in Global Sources Ltd.'s Form 20-F for the year ended December 31,
2000 and to all references to our Firm included in this registration statement
to register shares issued under the Global Sources Equity Compensation Plan
Numbers I, II, III, IV, V and VI.
/s/ Arthur Andersen
Arthur Andersen
Independent Accountants
May 31, 2001