UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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)
November 21, 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 9 Pages
SCHEDULE 13D
CUSIP No. G69586108 Page 2 of 9 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 822,300
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 822,300
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
822,300
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)
6.6%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. G69586108 Page 3 of 9 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 922,300
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 922,300
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
922,300
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)
7.4%
14 Type of Reporting Person (See Instructions)
IA;OO
SCHEDULE 13D
CUSIP No. G69586108 Page 4 of 9 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
DELAWARE
Number of 7 Sole Voting Power
Shares 922,300
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 922,300
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
922,300
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)
7.4%
14 Type of Reporting Person (See Instructions)
IN;HC
Page 5 of 9 Pages
This Amendment No.1 to 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 Amendment
No.1 supplementally amends the initial statement on Schedule 13D, filed
September 30, 2005 by the Reporting Persons (as defined below). This Amendment
No.1 is being filed to report that the arrangement, disclosed in the initial
statement on Schedule 13D, between ePak Resources (S) PTE Ltd., a Hong Kong
limited liability company ("ePak") and GWA Capital Partners (as defined below),
designed to effect a change in the management of the Issuer, has been suspended.
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 3. Source and Amount of Funds or Other Consideration.
Mound expended $190,040 of its working capital to purchase the
securities reported herein as having been acquired since the filing of the
initial statement on Schedule 13D.
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 herein, 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.
As previously reported, GWA Capital Partners was considering a plan to
effect a change in the management of the Issuer by seeking to replace a majority
of its Board of Directors. GWA Capital Partners had agreed in principle to
purchase a call right for $1.00 which would grant the holder thereof the right
to require all of the equity holders of ePak, to exchange their equity interests
in ePak for Shares. As contemplated, the call right would be exercisable if,
among other things, a majority of the Board of Directors of the Issuer was
replaced, the Issuer's Board of Directors and stockholders approved a merger (or
similar business combination) between ePak and the Issuer, all necessary legal
and regulatory approvals had been received, and no condition constituting a
material adverse change had occurred. The call right would then be transferable
by GWA Capital Partners to the Issuer or one of the Issuer's wholly owned
Page 6 of 9 Pages
subsidiaries if the majority of the Issuer's Board of Directors was replaced. In
connection with its sale of the call right, ePak was also to 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 would 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.
As of the current date, ePak has not issued the call right or the
irrevocable option to GWA Capital Partners, and there has been no further
communication from ePak to GWA Capital Partners. GWA Capital Partners is
therefore no longer currently considering a plan to effect a change in the
management of the Issuer. However, GWA will continue to consider all possible
alternatives for enhancing value for the shareholders of the Issuer, including
through an arrangement with ePak.
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.
According to information filed by the Issuer with the Securities and
Exchange Commission in its most recent quarterly report on Form 10Q, the number
of Shares outstanding was 12,420,388 as of the close of business on September
30, 2005.
(a) (i) Mound Fund, LP ("Mound") may be deemed to be the beneficial
owner of 822,300 Shares, or 6.6% of the Shares outstanding.
(ii) GWA Capital Partners LLC ("GWA Capital Partners") may be
deemed to be the beneficial owner of 922,300 Shares, or 7.4% of the Shares
outstanding.
(iii) Mr. Guy W. Adams ("Mr. Adams") may be deemed to be the
beneficial owner of 922,300 Shares, or 7.4% of the Shares outstanding.
(b) (i) Mound may be deemed to have sole power to direct the voting
and disposition of 822,300 Shares.
(ii) GWA Capital Partners may be deemed to have sole power to
direct the voting and disposition of 922,300 Shares held for the accounts of
Mound and GWA Master Fund, L.P. ("GWA Master Fund"), with respect to which GWA
Capital Partners serves as general partner, and GWA Investments LLC ("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 922,300 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.
Page 7 of 9 Pages
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.
None.
Page 8 of 9 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: November 21, 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: November 21, 2005 GWA CAPITAL PARTNERS LLC
By: /s/ Guy W. Adams
---------------------------------
Name: Guy W. Adams
Title: Managing Member
Date: November 21, 2005 GUY W. ADAMS
/s/ Guy W. Adams
-----------------------------------------
Page 9 of 9 Pages
ANNEX A
RECENT 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 30, 2005 Open Market 11,000 Shares $3.00
Purchase
Mound Fund, LP October 3, 2005 Open Market 52,000 Shares $3.02
Purchase
Mound Fund, LP October 13, 2005 Open Market 1,700 Shares $3.03
Sale
Mound Fund, LP October 13, 2005 Open Market 1,000 Shares $2.93
Sale