UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PEAK INTERNATIONAL LIMITED
--------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
G69586108
---------
(CUSIP Number)
Guy W. Adams
GWA Capital Partners LLC
55 South Lake Avenue, Suite 720
Pasadena, California 91101
(626) 486-0350
-------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 2005
------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 11
SCHEDULE 13D
CUSIP No. G69586108 Page 2 of 12 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MOUND FUND, LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
Number of 7 Sole Voting Power
Shares 762,000
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 762,000
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
762,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.1%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. G69586108 Page 3 of 12 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GWA CAPITAL PARTNERS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
Number of 7 Sole Voting Power
Shares 862,000
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 862,000
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
862,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.9%
14 Type of Reporting Person (See Instructions)
IA;OO
SCHEDULE 13D
CUSIP No. G69586108 Page 4 of 12 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GUY W. ADAMS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[X]
6 Citizenship or Place of Organization
UNITED STATES
Number of 7 Sole Voting Power
Shares 862,000
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 862,000
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
862,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.9%
14 Type of Reporting Person (See Instructions)
IN;HC
Page 5 of 12 Pages
This Statement on Schedule 13D relates to the shares of common stock,
$0.01 par value per share (the "Shares"), of Peak International Limited, a
Bermuda exempted company with limited liability (the "Issuer"). This Statement
is being filed by the Reporting Persons (as defined herein) to report a recent
acquisition of securities, as a result of which each of the Reporting Persons
may be deemed to be the beneficial owner of more than five percent of the
outstanding Shares of the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is 38507 Cherry Street, Unit G, Newark, CA 94560.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Mound Fund, LP ("Mound");
ii) GWA Capital Partners LLC ("GWA Capital Partners"); and
iii) Mr. Guy W. Adams ("Mr. Adams").
This Statement relates, in part, to securities held for the accounts of
each of GWA Investments LLC, a Delaware limited liability company ("GWA
Investments"), and GWA Master Fund, L.P., a Delaware limited partnership ("GWA
Master Fund").
The Reporting Persons
Mound is a Delaware limited partnership and has its principal office at
55 South Lake Avenue, Suite 720, Pasadena, California, 91101. The principal
business of Mound is investment, primarily in publicly traded securities. The
general partner of Mound is GWA Capital Partners.
GWA Capital Partners is a Delaware limited liability company and has
its principal office at 55 South Lake Avenue, Suite 720, Pasadena, California,
91101. The principal business of GWA Capital Partners is to serve as the general
partner of Mound and GWA Master Fund and as the managing member of GWA
Investments. In its capacity as the general partner of Mound and GWA Master
Fund, and as the managing member of GWA Investments, GWA Capital Partners may be
deemed the beneficial owner of the securities held for the account of Mound, GWA
Master Fund and GWA Investments.
Mr. Adams is a United States citizen and has his principal office at 55
South Lake Avenue, Suite 720, Pasadena, California, 91101. The principal
business of Mr. Adams is to serve as the managing member of GWA Capital
Partners. In his capacity as the managing member of GWA Capital Partners, Mr.
Adams may be deemed to have investment discretion over, and may be deemed to be
the beneficial owner of, securities held for the account of Mound, GWA Capital
Investments and GWA Master Fund.
During the past five years, none of the Reporting Persons and, to the
best of the Reporting Persons' knowledge, no other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws, except as follows:
Page 6 of 12 Pages
In the Spring of 2001, Mr. Adams ran for election to the board of
directors of Lone Star Steakhouse & Saloon, Inc. ("Lone Star"). In connection
therewith, Lone Star filed suit against Mr. Adams in federal district court in
Wichita, Kansas alleging that certain statements made by him in the related
proxy materials were inaccurate and seeking an injunction to, among other
things, enjoin Mr. Adams from voting any proxies in the election. The court
found that the proxy materials did contain certain misrepresentations and issued
an order requiring Mr. Adams to amend such proxy materials so as to (i) update
the claimed estimate of the level of stockholder support for Mr. Adams' election
and (ii) correct certain misstatements regarding Lone Star's employment
contracts with its management. Mr. Adams was not, however, required to
re-solicit proxies or to re-circulate proxy materials, nor was he prevented from
voting previously obtained proxies in the election. Thereafter, Mr. Adams made
the required corrective disclosures and was elected to the board of directors of
Lone Star. Upon a motion to dismiss submitted by Lone Star, and opposed by Mr.
Adams, the court ordered the dismissal of the action following Mr. Adams'
election to the Lone Star board. As a result of the action by Lone Star in
unilaterally dismissing the litigation, Mr. Adams did not have an opportunity to
seek an appellate review of the district court's findings regarding the
sufficiency of his proxy materials.
Item 3. Source and Amount of Funds or Other Consideration.
Mound expended $1,948,430 of its working capital to purchase the
securities reported herein as having been acquired. GWA Investments expended
$87,150 of its working capital to purchase the securities reported herein as
having been acquired. GWA Master Fund expended $203,350 of its working capital
to purchase the securities reported herein as having been acquired.
The securities held for the accounts of each of Mound, GWA Investments
and GWA Master Fund may be held through margin accounts maintained with brokers,
which extend margin credit as and when required to open or carry positions in
their margin accounts, subject to applicable federal margin regulations, stock
exchange rules and such firms' credit policies. The positions which may be held
in the margin accounts, including the Shares, are pledged as collateral security
for the repayment of the debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired were
acquired for investment purposes. Except as set forth herein, none of the
Reporting Persons or, to the best of their knowledge, any of the other persons
identified in response to Item 2, has any plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors. The Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, seeking Board representation,
purchasing additional Shares, selling some or all of their Shares, engaging in
short selling of or any hedging or similar transaction with respect to the
Shares or changing their intention partially or entirely with respect to any and
all matters referred to herein.
GWA Capital Partners is considering a plan to effect a change in the
management of the Issuer by seeking to replace a majority of its Board of
Directors. The goal of such change is to bring about corporate actions that GWA
Capital Partners believes will serve to increase stockholder value. If such plan
is initiated and is successful, GWA Capital Partners would expect that the newly
constituted Board of Directors would evaluate ways to enhance and maximize
stockholder value through evaluation of such actions or transactions as the
Board would deem appropriate.
Page 7 of 12 Pages
GWA Capital Partners has agreed in principle to purchase a call right
for $1.00 which grants the holder thereof the right to require all of the equity
holders of ePak Holdings Limited, a Hong Kong limited liability company
("ePak"), to exchange their equity interests in ePak for Shares based upon an
exchange ratio based upon the formula Y=40X/60, where X will be equal to the sum
of the number of Shares issued and outstanding per the Issuer's then most recent
Securities and Exchange Commission regulatory filing on the date the call right
is issued plus all of the exercisable in-the-money options on the date the call
right is issued, and Y is the number of Shares to be issued to be the equity
holders of ePak. As contemplated, the call right will be exercisable if, among
other things, a majority of the Board of Directors of the Issuer is replaced,
the Issuer's Board of Directors and stockholders approve a merger (or similar
business combination) between ePak and the Issuer, all necessary legal and
regulatory approvals have been received, and no condition constituting a
material adverse change has occurred, which conditions will be specified in the
definitive call right agreement. The call right will be transferable by GWA
Capital Partners to the Issuer or one of the Issuer's wholly owned subsidiaries
if the majority of the Issuer's Board of Directors is replaced. The
consideration for such transfer will be $1.00 plus reimbursement for all of the
expenses incurred by GWA Capital Partners in connection with its efforts to
replace the current Board of Directors of the Issuer and effect a merger between
ePak and the Issuer. The call right will be terminable by ePak in the event of a
material adverse change that is not cured within 45 days. During the term of the
call right, none of e-Pak, its members of its Board of Directors or management
or its equity holders will be permitted to solicit or enter into any discussions
or agreements concerning the sale or combination of e-Pak's equity securities.
In addition to the foregoing terms and conditions, the definitive call right
agreement will contain customary representations, warranties, covenants and
indemnities of ePak and its equity holders. Concurrently with the execution of
the definitive call right agreement, all of ePak outstanding equity securities
would be placed in escrow with an escrow agent in the United States pursuant to
an escrow agreement between ePak and GWA Capital Partners.
No assurances can be given (i) that GWA Capital Partners will be
successful in replacing a majority or more of the Issuer's Board of Directors,
or (ii) that any proposal that may be made by GWA Capital Partners with respect
to any such stock for stock merger or other similar business combination or to
transfer the above described call right to the Issuer or any of the Issuer's
subsidiaries will be approved by the Board of Directors, or (iii) that any
proposed stock for stock merger or other similar business combination will be
approved by the stockholders of the Issuer; or (iv) that any proposed stock for
stock merger or similar other similar business combination that might be
approved by the stockholders of the Issuer will in fact be consummated. Among
other things, any such transaction will be subject to the exercise by the then
members of the Board of Directors of the Issuer of their fiduciary duties as
directors of the Issuer.
In connection with its sale of the call right, ePak will grant GWA
Capital Partners an irrevocable option to purchase up to 4,000,000 fully paid
and non-assessable ordinary shares of ePak at an exercise price of $1.00 per
share. The ability to exercise the option will be conditioned on the approval by
the Issuer's Board of Directors and stockholders of a merger (or similar
business combination) between ePak and the Issuer.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 4 hereof is hereby incorporated by
reference into this Item 5.
Page 8 of 12 Pages
According to information filed by the Issuer with the Securities and
Exchange Commission in its most recent definitive proxy statement on Schedule
14A, the number of Shares outstanding was 12,420,388 as of the close of
business on September 1, 2005.
(a) (i) Mound may be deemed to be the beneficial owner of
762,000 Shares, or 6.1% of the Shares outstanding.
(ii) GWA Capital Partners may be deemed to be the
beneficial owner of 862,000 Shares, or 6.9% of the Shares outstanding.
(iii) Mr. Adams may be deemed to be the beneficial owner
of 862,000 Shares, or 6.9% of the Shares outstanding.
(b) (i) Mound may be deemed to have sole power to direct
the voting and disposition of 762,000 Shares.
(ii) GWA Capital Partners may be deemed to have sole
power to direct the voting and disposition of 862,000 Shares held for the
accounts of Mound and GWA Master Fund, with respect to which GWA Capital
Partners serves as general partner, and GWA Investments, with respect to which
GWA Capital Partners serves as managing member.
(iii) Mr. Adams, in his capacity as managing member of
GWA Capital Partners, may be deemed to have sole power to direct the voting and
disposition of 862,000 Shares held for the accounts of Mound and GWA Master
Fund, with respect to which GWA Capital Partners serves as general partner, and
GWA Investments, with respect to which GWA Capital Partners serves as managing
member.
(c) Except as set forth in Annex A hereto, there have been no
transactions effected with respect to the Shares by any of the Reporting
Persons.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth in Item 4 hereof is hereby incorporated by
reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 9 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: September 30, 2005 MOUND FUND, LP
By: GWA Capital Partners, LLC,
Its General Partner
By: /s/ Guy W. Adams
--------------------------
Name: Guy W. Adams
Title: Managing Member
Date: September 30, 2005 GWA CAPITAL PARTNERS LLC
By: /s/ Guy W. Adams
--------------------------
Name: Guy W. Adams
Title: Managing Member
Date: September 30, 2005 GUY W. ADAMS
/s/ Guy W. Adams
------------------------------
Page 10 of 12 Pages
ANNEX A
TRANSACTIONS IN THE SECURITIES OF
PEAK INTERNATIONAL LIMITED
Date of Nature of Number of
For the Account of Transaction Transaction Securities Price per Share
------------------ ----------- ----------- ----------- ---------------
Mound Fund, LP September 20, 2005 Open Market Purchase 600,000 Shares $2.51
---------------------------------------------------------------------------------------------------------
Mound Fund, LP September 21, 2005 Open Market Purchase 51,800 Shares $2.62
---------------------------------------------------------------------------------------------------------
Mound Fund, LP September 26, 2005 Open Market Purchase 50,000 Shares $2.67
---------------------------------------------------------------------------------------------------------
Mound Fund, LP September 27, 2005 Open Market Purchase 7,100 Shares $2.72
---------------------------------------------------------------------------------------------------------
Mound Fund, LP September 28, 2005 Open Market Purchase 34,300 Shares $2.84
---------------------------------------------------------------------------------------------------------
Mound Fund, LP September 29, 2005 Open Market Purchase 18,800 Shares $3.00
---------------------------------------------------------------------------------------------------------
GWA Investments LLC August 19, 2005 Open Market Purchase 15,000 Shares $3.03
---------------------------------------------------------------------------------------------------------
GWA Investments LLC August 31, 2005 Open Market Purchase 15,000 Shares $2.78
---------------------------------------------------------------------------------------------------------
GWA Master Fund, L.P. August 19, 2005 Open Market Purchase 35,000 Shares $3.03
---------------------------------------------------------------------------------------------------------
GWA Master Fund, L.P. August 31, 2005 Open Market Purchase 35,000 Shares $2.78
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Page 11 of 12 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of September 30, 2005, by 12
and among Mound Fund, LP, GWA Capital Partners LLC and Mr.
Guy W. Adams
Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with
respect to the Common Stock of Peak International Limited, dated as of September
30, 2005, is, and any amendments thereto (including amendments on Schedule 13G)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
Date: September 30, 2005 MOUND FUND, LP
By: GWA Capital Partners, LLC,
Its General Partner
By: /s/ Guy W. Adams
--------------------------
Name: Guy W. Adams
Title: Managing Member
Date: September 30, 2005 GWA CAPITAL PARTNERS LLC
By: /s/ Guy W. Adams
--------------------------
Name: Guy W. Adams
Title: Managing Member
Date: September 30, 2005 GUY W. ADAMS
/s/ Guy W. Adams
------------------------------