hinrichs13dano1_100508.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C124RdxiIvHKxJ8/Ow8rXHzYjfZ+/eoboIY3IKYK7YAiNqiNTRqtGyeNruLvksbw 8d6xzRrkYB79KK94eceScA== 0000950162-08-000490.txt : 20081118 0000950162-08-000490.hdr.sgml : 20081118 20081118153941 ACCESSION NUMBER: 0000950162-08-000490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HINRICHS MERLE A CENTRAL INDEX KEY: 0001235797 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EIGHTY PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SOURCES LTD /BERMUDA CENTRAL INDEX KEY: 0001110650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60675 FILM NUMBER: 081198295 BUSINESS ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 MAIL ADDRESS: STREET 1: 1 SIMS LANE STREET 2: #08-01 CITY: SINGAPORE STATE: U0 ZIP: 387355 FORMER COMPANY: FORMER CONFORMED NAME: FAIRCHILD BERMUDA LTD DATE OF NAME CHANGE: 20000330 SC 13D/A 1 hinrichs13dano1_100508.htm GLOBAL SOURCES LTD/MERLE HINRICHS SCHEDULE 13/A AMENDMENT NO. 1 hinrichs13dano1_100508.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

SCHEDULE 13D/A (Amendment No. 1)

Under the Securities Exchange Act of 1934

Global Sources Ltd.

(Name of Issuer)

Common Shares, Par Value $0.01 per share

(Title of Class of Securities)

G 39300 101

(CUSIP Number)

Merle A. Hinrichs

c/o Global Sources Ltd.

Canon’s Court

22 Victoria Street

Hamilton, HM 12

Bermuda

with a copy to

James J. Clark, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

(212) 701-3849

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

October 5, 2008

(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 [ ].

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. G 39300 101
(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Merle A. Hinrichs
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS N/A
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of Shares	(7)	SOLE VOTING POWER 22,576,844
Beneficially Owned	(8)	SHARED VOTING POWER 0
by Each Reporting	(9)	SOLE DISPOSITIVE POWER 6,565,787
Person With	(10)	SHARED DISPOSITIVE POWER 16,011,057
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,576,844
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.34% (based on 46,703,494 Common Shares outstanding on November 1, 2008)
(14)	TYPE OF REPORTING PERSON IN

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment No. 1 relates to the Common Shares, $0.01 par value, of Global Sources Ltd. (the “Issuer”), a Bermuda corporation whose principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda. This Amendment No. 1 amends the Schedule 13D filed on December 8, 2003 (the “Schedule 13D”).

Item 2. Identity and Background.

The first sentence of Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed on behalf of Merle A. Hinrichs (the “Reporting Party”).

Item 5. Interest in Securities of Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Party is the beneficial owner of 22,576,844 Common Shares representing 48.34% of the outstanding Common Shares (based on 46,703,058 Common Shares outstanding on November 1, 2008).

(b) The Reporting Party has the sole power to vote the shares beneficially owned by him. The Reporting Party has shared power to dispose of the shares beneficially owned by him, except for 6,565,787 shares of which the Reporting Party has sole power to dispose. The parties sharing the power to dispose of the shares with the Reporting Party are the Seller and the Trustee pursuant to the Purchase Agreement and Security Agreement. See Item 6 of the Schedule 13D.

(c) See Item 3 of the Schedule 13D. In addition, pursuant to a Share Purchase Agreement and Agreement, each dated as of October 5, 2008 and a Letter Agreement dated as of November 11, 2008 (collectively, the “2008 Transaction Agreements”), the Reporting Party (i) agreed to transfer 5,600,000 Common Shares at an agreed value of $8.00 per share to the Sellers as partial repayment under the Purchase Agreement and (ii) agreed to sell 400,000 Common Shares at a price of $8.00 per share to the Sellers in return for cash consideration of $3.2 million. The Reporting Party expects to close these transactions prior to November 30, 2008.

(d) See Item 6 of the Schedule 13D.

(e) N/A.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by adding the following paragraph prior to the last paragraph of Item 6 of the Schedule 13D:

For a description of the 2008 Transaction Agreements, see Item 5(c) of this Amendment No. 1 and Exhibits 3, 4 and 5.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby supplemented by adding the following:

Exhibit 3. Share Purchase Agreement, dated as of October 5, 2008, among the Reporting Party, Hill Street Trustees Limited and Hung Lay Si Co. Limited.

Exhibit 4. Agreement, dated as of October 5, 2008, among the Reporting Party, Hung Lay Si Co. Limited and Hill Street Trustees Limited.

Exhibit 5. Letter Agrement, dated as of November 11, 2008, between the Reporting Party and Hung Lay Si Co. Limited.

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: November 18 , 2008

/s/ Merle A. Hinrichs

Merle A. Hinrichs

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing persons, evidence of the representative’s authority to sign on behalf of such persons shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-3 2 ex3.htm EXHIBIT 3 ex3.htm

Exhibit 3

SHARE PURCHASE AGREEMENT

THIS AGREEMENT made on the day of October 2008 between:

1.	Hill Street Trustees Limited of 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the "Trustee");

2.	Hung Lay Si Co Limited whose registered office is at 4th Floor, Century Yard, Cricket Square, Elign Avenue PO Box 32322, George Town Grand Cayman Islands British West Indies (the "Purchaser"); and

3.	Merle A. Hinrich of 22/F Vita Tower A 29 Wong Chuk Hang Road Aberdeen Hong Kong (the "Vendor").

The Purchaser, Vendor and the Trustee are hereinafter jointly referred to as the "Parties".

WHEREAS

(A) The Vendor is the owner of 28,576,844 fully paid common shares of US$0.01 each in Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton, Bermuda (the “Company”).

(B)	The Vendor has agreed to sell and the Purchaser has agreed to purchase 400,000 Shares (the “Purchase Shares”) in the Company on the terms and subject to the conditions of this agreement.

(G)	The purchase by the Purchaser of the Purchase Shares has been authorised by resolution in accordance with the Companies (Jersey) Law 1991, as amended, and the Articles of Association of the Purchaser.

(H)	The Purchaser shall pay in consideration for the purchase of the Purchase Shares US$7 per Share to the Vendor, totalling an aggregate consideration of US$2,800,000 (the "Consideration").

NOW THEREFORE THIS AGREEMENT WITNESSETH the agreement of the Parties as follows:

1. Interpretation

1.1.	In this Agreement, unless there be something in the subject or context inconsistent with such construction:

1.1.1.

the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

1.1.2.

the word "signed" shall be construed as including a signature or representation of a signature affixed by mechanical or other means;

1.1.3.

the words "in writing" shall be construed as including written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form;

1.1.4.

words importing "persons" shall be construed as including companies or associations or bodies of persons whether corporate or unincorporated;

1.1.5.

words importing the singular number shall be construed as including the plural number and vice versa;

1.1.6.

words importing the masculine gender only shall be construed as including the feminine gender;

1.1.7.

references to clauses are to Clauses of this Agreement; and

1.1.8.

references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.

1.2.	The headings herein are for convenience only and shall not affect the construction of this Agreement.

2. Purchase of the Shares

2.1.	The Vendor shall sell the Purchase Shares, and the Purchaser shall purchase the Purchase Shares, as hereinafter provided.

2.2.	The Vendor shall sell the Purchase Shares free of all liens, charges and encumbrances and together with all rights attaching thereto.

2.3.	Completion of the sale and purchase of the Purchase Shares ("Completion") shall take place on 31st October 2008 or such other date as the Parties may agree.

3. Obligations on Completion

3.1	MAH shall on Completion deliver to the Purchaser duly completed and signed transfers in favour of the Purchaser in respect of the Purchase Shares.

3.2	MAH shall execute such further documentation (if any) as the Purchaser may reasonably request in writing in order to effect the registration of the Purchase Shares in the name of the Purchaser.

3.3	On Completion, the Purchaser shall pay the Consideration to the Vendor or as it shall direct

3.4	The payment made to the Vendor under this Clause 3 shall be made by wire transfer to the bank account of the Vendor as notified in writing by the Vendor to the Purchaser.

4. Confidentiality

This Agreement and any information or document provided hereunder is confidential and shall not be passed on or copied to any person except for the purposes of professional advice to be given in relation to this Agreement.

5. Costs

The costs of preparation of this Agreement shall be borne by the Purchaser.

6. Further Assurance

The Parties agree to do all things and to execute and sign all documents reasonably required to effectively transfer the title and interest in the Purchase Shares from the Vendor in accordance with this Agreement and otherwise to give effect to the terms of this Agreement.

7. Counterparts

This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Jersey and the Parties irrevocably agree that the Courts of Jersey shall have jurisdiction to settle any dispute which arises out of or in connection with this Agreement.

9. Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before written.

SIGNED by

for and on behalf of the Trustee in the

presence of: -

Witnesses:

1)	Signature:
	Name:
	Occupation:
	Address:

2)	Signature:
	Name:
	Occupation:
	Address:

The Common Seal of: Hung Lay Si Co Limited was affixed in the presence of:- Authorised Signatory:
Executed as a Deed by MERLE A. HINRICH in the presence of:-

Witness signature:

Name in Print:

Address:

Occupation:

EX-4 3 ex4.htm EXHIBIT 4 ex4.htm

Exhibit 4

AGREEMENT

THIS AGREEMENT is made on the day of October 2008 between:

1.	Hill Street Trustees Limited of 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the "Trustee");

2.	Hung Lay Si Co Limited whose registered office is at 4th Floor, Century Yard, Cricket Square, Elign Avenue PO Box 32322, George Town Grand Cayman Islands British West Indies (the "Company"); and

3.	Merle A. Hinrich of 22/F Vita Tower A 29 Wong Chuk Hang Road Aberdeen Hong Kong ( "MAH").

The Company, MAH and the Trustee are hereinafter jointly referred to as the "Parties".

WHEREAS

(A)	Pursuant to a Share Purchase Agreement (the “Share Purchase Agreement") dated 23rd November 2003 entered into by the Parties MAH purchased from the Company 13,667,132 unpaid common shares ("the Purchase Shares") of US$0.01 in Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton, Bermuda (“GSL”) for a total purchase price of US $109,337,056 ("the Purchase Price").

(B)	Pursuant to the Agreement the Purchase Price is payable by MAH on the earlier of the date of death of MAH or 23rd November 2013 or on such earlier date as MAH may decide.

(C)	By way of security for payment of the Purchase Price MAH granted to the Company a security interest over 17,675,353 common shares of US$0.01 in GSL ("the Security Shares"), which shares include the Purchase Shares by a Security Agreement (the “Security Agreement”) executed by the Parties on the 23rd November 2003.

(D)	MAH now wishes to repay a part of the Purchase Price by transferring to the Company 5,600,000 common shares of US$0.01 in GSL ("the Consideration Shares") at an agreed value of US$7 per share.

NOW THEREFORE IT IS AGREED as follows:

1. Interpretation

1.1.	In this Agreement, unless there be something in the subject or context inconsistent with such construction:

1.1.1.

the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

1.1.2.

the word "signed" shall be construed as including a signature or representation of a signature affixed by mechanical or other means;

1.1.3.

the words "in writing" shall be construed as including written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form;

1.1.4.

words importing "persons" shall be construed as including companies or associations or bodies of persons whether corporate or unincorporated;

1.1.5.

words importing the singular number shall be construed as including the plural number and vice versa;

1.1.6.

words importing the masculine gender only shall be construed as including the feminine gender;

1.1.7.

references to clauses are to Clauses of this Agreement; and

1.1.8.

references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.

1.1.9.

The headings herein are for convenience only and shall not affect the construction of this Agreement.

2. Part Payment of the Purchase Price

2.1

Subject to and in accordance with the provisions of this Agreement and the Share Purchase Agreement MAH agrees to transfer and the Company hereby agrees to receive the Consideration Shares free from all liens, security interests, charges and other encumbrances of whatsoever nature and with all rights attaching to them.

2.2	Pursuant to Clause 4.1B of the Share Purchase Agreement the transfer of the Consideration Shares shall be regarded as partial consideration of the Purchase Price by MAH

2.3	Completion of the transfer and receipt of the Consideration Shares ("Completion") shall take place on 31st October 2008 or such other date as the Parties may agree.

2.4	Completion shall in no way affect or impair the continuation in force of the Share Purchase Agreement

2.5	Following completion an amount of US$70,137,056 will remain outstanding of the Purchase Price

2.6	The Trustee as owner of the Company hereby confirms its agreement to the transfer of the Consideration Shares to the Company in partial payment of the Purchase Price as set out in the terms of this Agreement.

3. Obligations on Completion

3.1	MAH shall on Completion deliver to the Company duly completed and signed transfers in favour of the Company in respect of the Consideration Shares.

3.2	MAH shall execute such further documentation (if any) as the Company may reasonably request in writing in order to effect the registration of the Consideration Shares in the name of the Company.

3.3	The Company shall on Completion transfer to MAH the Company's relevant right, title and interest in or to the Security Shares as pursuant to Clause 6 of the Share Purchase Agreement.

4.	Confidentiality

	This Agreement and any information or document provided hereunder is confidential and shall not be passed on or copied to any person except for the purposes of professional advice to be given in relation to this Agreement.

5.	Costs

	The costs of preparation of this Agreement shall be borne by the Company.

6.	Further Assurance

	The Parties agree to do all things and to execute and sign all documents reasonably required to effectively transfer the title and interest in the Consideration Shares from MAH in accordance with this Agreement and otherwise to give effect to the terms of this Agreement.

7.	Counterparts

	This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

8.	Governing Law

	This Agreement shall be governed by and construed in accordance with the laws of Jersey and the Parties irrevocably agree that the Courts of Jersey shall have jurisdiction to settle any dispute which arises out of or in connection with this Agreement.

9.	Successors and Assigns

	This Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the Parties.


	IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before written.

SIGNED by

for and on behalf of the Trustee in the

presence of: -

Witnesses:

1)	Signature:
	Name:
	Occupation:
	Address:

2)	Signature:
	Name:
	Occupation:
	Address:

The Common Seal of: Hung Lay Si Co Limited was affixed in the presence of:- Authorised Signatory:
Executed as a Deed by MERLE A. HINRICH in the presence of:-

Witness signature:

Name in Print:

Address:

Occupation:

EX-5 4 ex5.htm EXHIBIT 5 ex5.htm

Exhibit 5

The Directors
Hung Lay Si Co. Limited
Century Yard	Mourant Private Wealth
Cricket Square, Elign Avenue	Hill Street Trustees Limited
George Town	22 Grenville Street
Grand Cayman	St Helier
	Jersey JE4 8PX
Mr Merle Hinrichs	Channel Islands
c/o 22/F Vita Tower A
Wong Chuk Hang Road	T +44 (0)1534 609 000
Aberdeen	F +44 (0)1534 609 333
Hong Kong	www.mourant.com

11th November 2008

Our ref: 2041291/chand/pwm/224179

Dear Sirs

Shares in Global Sources Ltd (“GSOL”)

We refer to the following agreements which each of you entered into on the 5th November 2008:

A Share Purchase Agreement (the “SPA”) setting out the terms whereby Hung Lay Si Co. Limited (the “Company”) would receive a part repayment, from Mr Merle Hinrichs, in respect of the outstanding Purchase Price as specified in a Share Purchase Agreement entered into by the Company and Mr Hinrichs on the 23rd November 2003. The repayment taking the form of a receipt by the Company of 5,600,000 GSOL shares from Mr Hinrichs.

ii)	An Agreement (the “Agreement”) setting out the terms whereby the Company would purchase 400,000 GSOL shares from Mr Hinrichs

Collectively the “Agreements”.

We are pleased to agree to a variation in the terms and conditions of the Agreements as follows:-

The price for each GSOL share is to be US$8 and not US$7 as stated in the Agreements.

All other terms and conditions will remain unchanged.

Acceptance of the amended terms and conditions shall be signified by the Company, acting by its duly authorised signatory and Mr Merle Hinrichs each returning to us a signed copy of this letter.

Yours faithfully

For and on behalf of Hill Street Trustees Limited

Alan Binnington

DD +44 (0) 1534 609 380

Fax +44 (0) 1534 609 333

Alan.binnington@mourant.com

Accepted on the terms and conditions stated herein.

………………………………………………………….

Authorised Signatory/Director

For and on behalf of Hung Lay Si Co. Limited

………………………………………………..

Mr Merle Hinrichs

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