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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Peak International Limited

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

G69586108

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

 

 

             
13G
CUSIP No. G69586108 Page 2 of 20
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
364,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
364,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
364,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.9%
  12.Type of Reporting Person:
HC

 

             
13G
CUSIP No. G69586108 Page 3 of 20
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
364,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
364,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
364,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.9%
  12.Type of Reporting Person:
IA

 

             
13G
CUSIP No. G69586108 Page 4 of 20
  1. Name of Reporting Person:
Walker Smith Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
30,899
6. Shared Voting Power:
0
7. Sole Dispositive Power:
30,899
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
30,899
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.2%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. G69586108 Page 5 of 20
  1. Name of Reporting Person:
Walker Smith Capital (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
146,801
6. Shared Voting Power:
0
7. Sole Dispositive Power:
146,801
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
146,801
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.2%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. G69586108 Page 6 of 20
  1. Name of Reporting Person:
Walker Smith International Fund, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
186,600
6. Shared Voting Power:
0
7. Sole Dispositive Power:
186,600
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
186,600
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.5%
  12.Type of Reporting Person:
CO

 

             
13G
CUSIP No. G69586108 Page 7 of 20
  1. Name of Reporting Person:
WSV Management, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
129,092
6. Shared Voting Power:
0
7. Sole Dispositive Power:
129,092
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
129,092
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.0%
  12.Type of Reporting Person:
IA

 

             
13G
CUSIP No. G69586108 Page 8 of 20
  1. Name of Reporting Person:
WS Ventures Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
129,092
6. Shared Voting Power:
0
7. Sole Dispositive Power:
129,092
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
129,092
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.0%
  12.Type of Reporting Person:
HC

 

             
13G
CUSIP No. G69586108 Page 9 of 20
  1. Name of Reporting Person:
WS Opportunity Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
35,780
6. Shared Voting Power:
0
7. Sole Dispositive Power:
35,780
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
35,780
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.3%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. G69586108 Page 10 of 20
  1. Name of Reporting Person:
WS Opportunity Fund (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Texas
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
44,112
6. Shared Voting Power:
0
7. Sole Dispositive Power:
44,112
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
44,112
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.4%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. G69586108 Page 11 of 20
  1. Name of Reporting Person:
WS Opportunity Fund International, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
49,200
6. Shared Voting Power:
0
7. Sole Dispositive Power:
49,200
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
49,200
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.4%
  12.Type of Reporting Person:
CO

 

             
13G
CUSIP No. G69586108 Page 12 of 20
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
493,392
6. Shared Voting Power:
0
7. Sole Dispositive Power:
493,392
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
493,392
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.0%
  12.Type of Reporting Person:
HC

 

             
13G
CUSIP No. G69586108 Page 13 of 20
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
493,392
6. Shared Voting Power:
0
7. Sole Dispositive Power:
493,392
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
493,392
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.0%
  12.Type of Reporting Person:
HC

 

             
13G
CUSIP No. G69586108 Page 14 of 20
  1. Name of Reporting Person:
Patrick P. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
130,492
6. Shared Voting Power:
0
7. Sole Dispositive Power:
130,492
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
130,492
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.1%
  12.Type of Reporting Person:
HC

 

CUSIP No. G69586108   Page 15 of 20

     This Amendment No. 1 to Schedule 13G relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Peak International Limited, a Bermuda corporation, purchased by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”). WSC Management is the general partner of each of WSC and WSCQP and the investment manager and agent and attorney-in-fact for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”). WSVM is the general partner of each of WSO and WSOQP and the investment manager and agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

     
Item 1(a)
  Name of Issuer:
 
    
  Peak International Limited
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
  44091 Nobel Drive
  P.O. Box 1767
  Fremont, California 94538
 
    
Item 2(a)
  Names of Persons Filing:
 
    
  See Item 1 of each cover page.
 
    
Item 2(b)
  Address of Principal Business Offices:
 
    
  300 Crescent Court, Suite 1111
  Dallas, Texas 75201
 
    
Item 2(c)
  Citizenship:
  See Item 4 of each cover page.
 
    
Item 2(d)
  Title of Class of Securities:
 
    
  Common Stock, par value $0.01 per share

 

 

CUSIP No. G69586108   Page 16 of 20
             
Item 2(e)
   CUSIP Number:
 
            
 
   G69586108
 
            
Item 3
   Status of Persons Filing:
 
   (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4
   Ownership:
 
            
 
   (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 493,392 shares of Common Stock, which includes (i) 364,300 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 129,092 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
            
 
       Patrick P. Walker is the beneficial owner of 130,492 shares of Common Stock, which includes (i) 129,092 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (ii) 1,400 shares held by a trust for which Patrick P. Walker serves as trustee.
 
            
 
       WS Capital and WSC Management are the beneficial owners of 364,300 shares of Common Stock, which includes (i) 30,899 shares beneficially owned by WSC, (ii) 146,801 shares beneficially owned by WSCQP and (iii) 186,600 shares beneficially owned by WS International.
 
            
 
       WSV and WSVM are the beneficial owners of 129,092 shares of Common Stock, which includes (i) 35,780 shares beneficially owned by WSO, (ii) 44,112 shares beneficially owned by WSOQP and (iii) 49,200 shares beneficially owned by WSO International.

 

 

CUSIP No. G69586108   Page 17 of 20
             
 
   (b)   Percent of class:
 
            
 
       See Item 11 of each cover page.
 
            
 
   (c)   Number of shares as to which each person has:
 
            
      (i)   sole power to vote or to direct the vote:
 
            
          See Item 5 of each cover page.
 
            
      (ii)   shared power to vote or to direct the vote:
 
            
          See Item 6 of each cover page.
 
            
      (iii)   sole power to dispose or to direct the disposition of:
 
            
          See Item 7 of each cover page.
 
            
      (iv)   shared power to dispose or to direct the disposition of:
 
            
          See Item 8 of each cover page.
 
            
Item 5
   Ownership of 5% or Less of a Class:
 
            
 
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: þ
 
            
Item 6
   Ownership of More than 5% on Behalf of Another Person:
 
            
 
   Not applicable.
 
            
Item 7
   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
            
 
   WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the shares of Common Stock held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock held by WSC Management’s clients.
 
            
 
   WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the shares of Common Stock held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock held by WSV’s clients.

 

 

CUSIP No. G69586108   Page 18 of 20
             
Item 8
   Identification and Classification of Members of the Group:
 
            
 
   Not applicable.
 
            
Item 9
   Notice of Dissolution of Group:
 
            
 
   Not applicable.
 
            
Item 10
   Certification:
 
            
 
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. G69586108   Page 19 of 20

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2005

         
 
   WS CAPITAL, L.L.C.
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WS CAPITAL MANAGEMENT, L.P.
 
        
  By:   WS Capital, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WALKER SMITH CAPITAL, L.P.
 
        
  By:   WS Capital Management, L.P., its general partner
  By:   WS Capital, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
  By:   WS Capital Management, L.P., its general partner
  By:   WS Capital, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
  By:   WS Capital, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WSV MANAGEMENT, L.L.C.
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member

 

 

CUSIP No. G69586108   Page 20 of 20
         
 
   WS VENTURES MANAGEMENT, L.P.
 
        
  By:   WSV Management, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WS OPPORTUNITY FUND, L.P.
 
        
  By:   WS Ventures Management, L.P., its general partner
  By:   WSV Management, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WS OPPORTUNITY FUND (Q.P.), L.P.
 
        
  By:   WS Ventures Management, L.P., its general partner
  By:   WSV Management, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
        
  By:   WS Ventures Management, L.P., its agent and attorney-
in-fact
  By:   WSV Management, L.L.C., its general partner
 
        
  By:   /s/ Reid S. Walker
       
      Reid S. Walker, Member
 
        
 
   /s/ Reid S. Walker
 
    
 
   REID S. WALKER
 
        
 
   /s/ G. Stacy Smith
 
    
 
   G. STACY SMITH
 
        
 
   /s/ Patrick P. Walker
 
    
 
   PATRICK P. WALKER

 

 

EXHIBITS

     
Exhibit 1
  Joint Filing Agreement, dated February 5, 2004, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith and Patrick P. Walker (Exhibit 1 to Schedule 13G filed with the Securities and Exchange Commission on February 5, 2004 and incorporated by reference herein).