As filed with the Securities and Exchange Commission on April 10, 2003
Registration No. 333-62132
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
Global Sources Ltd.
Cedar House
41 Cedar Avenue
Hamilton MH 12, Bermuda
(441) 295-2244
(Address of Principal Executive Offices)
_______________
Global Sources Equity
Compensation Plans
Numbers I, II, III, IV, V, and VI
(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
EXPLANATORY NOTE
Global Sources Ltd., a company incorporated under the laws of Bermuda (the
"Registrant"), is filing this post-effective amendment to deregister certain
securities originally registered pursuant to the Registration Statement on Form
S-8 filed on June 1, 2001 (file no. 333-62132) with respect to shares of the
Registrant's common shares, par value $0.01 (the "Shares"), thereby registered
for offer or sale pursuant to Global Sources Equity Compensation Plans Numbers
I, II, III, IV, V, and VI (the "Initial Plans"). A total of 2,557,038 shares
were registered for issuance under the Initial Plans.
The Registrant has since adopted a new equity compensation plan, Global
Sources Equity Compensation Plan Number VII ("ECP Plan VII"). According to the
terms of ECP Plan VII, shares that were available for grant under the Initial
Plans that were not granted under the Initial Plans are available for issuance
under ECP Plan VII. These shares are still available under the Initial Plans.
The total number of shares available for grant under the Initial Plans on the
date of approval of ECP Plan VII was 2,177,577 shares (the "Carried Forward
Shares"). The Carried Forward Shares are hereby deregistered.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 (file no. 333-62132), the Registrant is
filing a Registration Statement on Form S-8 to register the Carried Forward
Shares for offer or sale pursuant to the Initial Plans and ECP Plan VII.
In accordance with the principles set forth in Interpretation 89 under
Section G of the Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Securities and Exchange Commission (July
1997) and Instruction E to the General Instructions to Form S-8, this
Post-Effective Amendment No. 1 is hereby filed (i) to reallocate the Carried
Forward Shares from the Initial Plans to ECP Plan VII as well as the Initial
Plans, and (ii) to carry over the registration fees paid for the Carried Forward
Shares from the Registration Statement on Form S-8 filed for the Initial Plans
to the Registration Statement on Form S-8 for the Initial Plans and ECP Plan VII
that is filed contemporaneously with the filing of this Post-Effective Amendment
No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8
and has duly caused this Post-Effective Amendment No. 1 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
Signature Name Capacity Date
--------- ---- -------- ----
* Merle A. Hinrichs Chairman of the Board and April 10, 2003
--------------------- Chief Executive Officer
(principal executive officer)
/s/ Eddie Heng Teng Hua Eddie Heng Teng Hua Chief Financial Officer and April 10, 2003
--------------------- Director (principal financial
officer, principal accounting
officer)
* Sarah Benecke Director April 10, 2003
---------------------
* Roderick Chalmers Director April 10, 2003
---------------------
* Dr. H. Lynn Hazlett Director April 10, 2003
---------------------
* David F. Jones Director April 10, 2003
---------------------
* Jeffrey J. Steiner Director April 10, 2003
---------------------
_______________________
* By Eddie Heng Teng Hua pursuant to a Power of Attorney filed with the Form
S-8 Registration Statement amended hereby.