sc13dza

0000950137-04-010653.txt : 20041202 0000950137-04-010653.hdr.sgml : 20041202 20041202170847 ACCESSION NUMBER: 0000950137-04-010653 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESSELS MATTHYS J CENTRAL INDEX KEY: 0001173683 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 1915 KEMPTON PARK STREET 2: 1620 CITY: JOHANNESBURG STATE: T3 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTi WORLDWIDE INC CENTRAL INDEX KEY: 0001124827 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61229 FILM NUMBER: 041181316 BUSINESS ADDRESS: STREET 1: C/O UTI, SERVICES, INC. STREET 2: 19500 RANCHO WAY, SUITE 116 CITY: RANCHO DOMINQUEZ STATE: CA ZIP: 90220 BUSINESS PHONE: 3106043311 MAIL ADDRESS: STREET 1: C/O UTI, SERVICES, INC. STREET 2: 19500 RANCHO WAY, SUITE 116 CITY: RANCHO DOMINQUEZ STATE: CA ZIP: 90220 FORMER COMPANY: FORMER CONFORMED NAME: c/o UTi, Services, Inc. DATE OF NAME CHANGE: 20040917 FORMER COMPANY: FORMER CONFORMED NAME: UTI WORLDWIDE INC DATE OF NAME CHANGE: 20000926 SC 13D/A 1 a03793sc13dza.htm FORM SC 13D/A sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

UTi Worldwide Inc.

(Name of Issuer)

Ordinary shares, no par value per share

(Title of Class of Securities)

G87210103

(Cusip Number)

Stephen D. Cooke
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
(714) 668-6200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 23, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

CUSIP No. G87210103 Page 2 of 4

1. Name of Reporting Person:
Matthys J. Wessels I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
00

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
South Africa

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
2,165,346 (which includes 1,308,835 shares over which Reporting Person has voting power, 728,214 shares held by Wagontrails Investments NV, a company incorporated under the laws of the Netherlands Antilles, which is indirectly owned by the Reporting Person (“Wagontrails”), and options to purchase 128,297 shares).

8. Shared Voting Power:
None

9. Sole Dispositive Power:
856,511 (which includes 728,214 shared held by Wagontrails and options to purchase 128,297 shares, and excludes 1,308,835 shares over which Reporting Person has only voting power ).

10. Shared Dispositive Power:
None

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,165,346 (which includes 1,308,835 shares over which Reporting Person has voting (but not dispositive) power, 728,214 shares held by Wagontrails, and options to purchase 128,297 shares).

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
7%, based on 30,915,149 ordinary shares outstanding as of November 1, 2004.

14. Type of Reporting Person (See Instructions):
IN

CUSIP No. G87210103 Page 3 of 4

Schedule 13D

This Amendment No. 3 amends the original Schedule 13D (“Original Schedule 13D”) filed with the Securities and Exchange Commission by Matthys J. Wessels, the Reporting Person, on May 17, 2002, as amended by that certain Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on October 3, 2002, and that certain Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on December 23, 2002.

Item 5. Interest in Securities of the Issuer.

(a) Reporting Person, through Wagontrails Investments NV, a holding company indirectly controlled by Reporting Person and incorporated under the laws of the Netherlands Antilles (“Wagontrails”), has the power to vote and dispose of 728,214 ordinary shares of the Issuer. Through voting agreements described in the Original Schedule 13D, Reporting Person has the right to vote (but not investment or dispositive power) over 1,308,835 ordinary shares of the Issuer.

In addition, Reporting Person has received as of the date of this filing options to purchase a total of 184,947 Issuer ordinary shares under Issuer’s 2000 Stock Option Plan. Options to purchase 128,297 ordinary shares are exercisable within 60 days of the date of the event requiring this filing.

The sum of the foregoing shares and exercisable options totals 2,165,346 ordinary shares, which constitutes approximately 7% of Issuer’s 30,915,149 outstanding ordinary shares.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.

Reporting Person has entered into an Affiliated Lender Registration Rights Agreement, dated as of November 23, 2004, by and among the Company, Reporting Person, PTR Holdings Inc., Union-Transport Holdings Inc., Wagontrails, and Alan C. Draper, pursuant to which Reporting Person has the right to register 728,214 ordinary shares held by Wagontrails to facilitate the financing of a merger transaction involving United Service Technologies Limited, the largest shareholder of the Issuer, as described in greater detail in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2004.

Item 7. Exhibits.

99.1 Affiliated Lender Registration Rights Agreement, dated as of November 23, 2004, by and among the Company, Reporting Person, PTR Holdings Inc., Union-Transport Holdings Inc., Wagontrails Investments N. V., and Alan C. Draper.

CUSIP No. G87210103 Page 4 of 4

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.

Dated: December 2, 2004 /s/ Matthys J. Wessels
Matthys J. Wessels

EX-99.1 2 a03793exv99w1.htm EXHIBIT 99.1 exv99w1

Exh. 99.1

UTi WORLDWIDE INC.

AFFILIATED LENDER
REGISTRATION RIGHTS AGREEMENT

THIS AFFILIATED LENDER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 23, 2004, by and among UTi WORLDWIDE INC., a British Virgin Islands company (the “Company”), and each of the holders of ordinary shares of the Company listed on the signature page hereto (each an “Affiliated Lender” and, collectively, “Affiliated Lenders”).

RECITALS

A. Supply Solutions Ltd. (“SSL”), a British Virgin Islands corporation, proposes to merge (the “Merger”) with United Services Technologies Limited (“Uniserv”) pursuant to a plan of merger. On the consummation of the Merger, Uniserv will assume all the obligations under certain credit facilities (the “Credit Facilities”) to be entered into between SSL and each of the dealers separately identified to the Company (collectively, the “Dealers”).

B. Pursuant to the Credit Facilities, it is expected that Uniserv will enter into certain collar transactions (the “Collars”) between itself and each of the Dealers relating to ordinary shares of the Company.

C. In connection with the Collars, the Dealers expect to borrow from time to time ordinary shares of the Company that the Dealers may sell pursuant to a registration statement (the “Registration Statement”) to be filed by the Company, which includes ordinary shares held by the Affiliated Lenders as of the date hereof for the purpose of lending such shares to the Dealers (the “Shares”).

D. Pursuant to a separate registration rights agreement dated on or about the date hereof, the Company has granted certain registration rights to Uniserv (the “Registration Rights Agreement”).

In consideration of the mutual promises, representations, warranties, covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

“Commission” or “SEC” shall mean the United States Securities and Exchange Commission.

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“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement with the SEC in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement.

2. Registration Rights.

2.1 Affiliated Lender Registration Rights. Solely to permit the Dealers to borrow the Shares from the Affiliated Lenders for purposes of hedging the Dealers’ exposure under the Collars through sales of ordinary shares of the Company registered pursuant to the Registration Statement (the “Registered Offering”), the Company hereby agrees to register each Affiliated Lender’s Shares, as they shall request, to permit the Shares to be loaned to the Dealers for delivery in connection with the Registered Offering. The Affiliated Lenders agree not to use the Registration Statement for any purpose other than as specified in the previous sentence. The Affiliated Lenders shall have the right to withdraw any of their Shares included in the Registration Statement by giving notice to the Company prior to five (5) days before the expected effectiveness of such Registration Statement.

2.2 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Shares of any Affiliated Lender that (i) such Affiliated Lender furnish to the Company such true and correct information regarding itself, the Shares held by it or him, or otherwise as may be necessary or advisable, and (ii) such Affiliated Lender cooperate with the Company and its counsel in connection with such registration.

2.3 Other Registration Rights. Nothing in this Agreement shall prevent the Company from granting registration rights to others, including rights which are superior to the rights contained in this Agreement. Affiliated Lenders shall not have the right to obtain or seek an injunction restraining or otherwise delaying any registration as a result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.

2.4 Termination of Registration Rights. Affiliated Lenders hereby agree that any rights they have hereunder to have the Shares registered shall terminate upon the termination of the registration rights granted under the Registration Rights Agreement, as provided for in such agreement.

3. Representations and Warranties. Each of the Affiliated Lenders hereby, severally and not jointly, represents and warrants to the Company as follows:

3.1 To the extent such Affiliated Lender is a corporation, such Affiliated Lender (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (ii) has all requisite corporate power and authority to carry out and perform its obligations under this Agreement.

3.2 This Agreement has been duly authorized (in the case of Affiliated Lenders that are corporations), executed and delivered by such Affiliated Lender and constitutes the valid and binding obligation of such Affiliated Lender enforceable in accordance with its terms except as such enforceability may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent transfer, equitable subordination or other laws relating to or affecting

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creditor’s rights and general principles of equity including concepts of materiality, reasonableness, good faith and fair dealing.

3.3 Such Affiliated Lender has good, valid and marketable title to such Affiliated Lender’s Shares, with full right, power and authority to sell, assign, transfer and deliver all such Shares hereunder.

4. Expenses. Each of the Affiliated Lenders shall be responsible for all his or its own individual costs, expenses and fees incurred by him or it, including, without limitation, such Affiliated Lender’s filing fee (to the extent such fee is not paid by Uniserv), in each case in connection with this Agreement and any registration provided for hereunder.

5. Indemnification. In the event any Shares are included in a Registration Statement:

5.1 Affiliated Lender Indemnity. Each of the Affiliated Lenders will, severally and not jointly, indemnify and hold harmless the Company, its partners, members, directors, officers, employees and its affiliates and each person, if any, who controls such person within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of any prospectus) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Affiliated Lender specifically for use therein and identified as such information, or (ii) relate to the lending of Shares to the Dealers under the Collars, other than losses, claims, damages and liabilities attributable to a decline in the Company’s stock price resulting primarily from the announcement by the Company of the transactions contemplated by those agreements. Each of the Affiliated Lenders will reimburse the foregoing for any out of pocket legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action, as such expenses are incurred.

5.2 Company Indemnity. The Company will indemnify and hold harmless each Affiliated Lender, its partners, members, directors, officers and its affiliates and each person, if any, who controls such person within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of any prospectus) not misleading, and will reimburse the foregoing for any out of pocket legal or

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other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any underwriter, any Dealer or by Uniserv specifically for use therein, as provided hereunder, in any underwriting agreement or any registration rights agreement or similar agreement entered into between the Company and Uniserv.

6. Miscellaneous

6.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to the conflicts of laws principles thereof.

6.2 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. This Agreement and the registration rights hereunder shall not be assignable by the Affiliated Lenders.

6.3 Severability. If any provisions of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties hereto.

6.4 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, among the parties with respect hereto.

6.5 Legal Representation. Each Affiliated Lender acknowledges that counsel for the Company has represented only the interests of the Company in connection with the matters addressed herein and each Affiliated Lender has been advised to seek the advice of his or its own legal counsel with respect to the matters addressed herein.

6.6 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the Company and each of the Affiliated Lenders.

6.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.

[signature page follows]

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[SIGNATURE PAGE TO AFFILIATED LENDER REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first above written.


“COMPANY”	UTi WORLDWIDE INC.


	By:	/s/ Lawrence R. Samuels

	Name:	Lawrence R. Samuels

	Title:	Chief Financial Officer


“AFFILIATED LENDERS”	PTR HOLDINGS INC.

	By:	/s/ Roger I. MacFarlane

	Name:	Roger I. MacFarlane

	Title:	Authorized Signatory


	UNION-TRANSPORT HOLDINGS INC.

	By:	/s/ Roger I. MacFarlane

	Name:	Roger I. MacFarlane

	Title:	Authorized Signatory


	WAGONTRAILS INVESTMENTS N.V.

	By:	/s/ M. J. Wessels

	Name:	M. J. Wessels

	Title:	Authorized Signatory


	ALAN C. DRAPER

	/s/ Alan C. Draper

-5-


CUSIP No. G87210103					Page 2 of 4

	1.	Name of Reporting Person: Matthys J. Wessels			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): 00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: South Africa

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 2,165,346 (which includes 1,308,835 shares over which Reporting Person has voting power, 728,214 shares held by Wagontrails Investments NV, a company incorporated under the laws of the Netherlands Antilles, which is indirectly owned by the Reporting Person (“Wagontrails”), and options to purchase 128,297 shares).

			8.	Shared Voting Power: None

			9.	Sole Dispositive Power: 856,511 (which includes 728,214 shared held by Wagontrails and options to purchase 128,297 shares, and excludes 1,308,835 shares over which Reporting Person has only voting power ).

			10.	Shared Dispositive Power: None

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,165,346 (which includes 1,308,835 shares over which Reporting Person has voting (but not dispositive) power, 728,214 shares held by Wagontrails, and options to purchase 128,297 shares).

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 7%, based on 30,915,149 ordinary shares outstanding as of November 1, 2004.

	14.	Type of Reporting Person (See Instructions): IN



Dated: December 2, 2004	/s/ Matthys J. Wessels
	Matthys J. Wessels