UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
PEAK INTERNATIONAL LIMITED
(Name of Registrant as Specified in its Charter)
SKIRITAI CAPITAL LLC
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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SKIRITAI CAPITAL LLC
LEONIDAS OPPORTUNITY FUND L.P.
LEONIDAS OPPORTUNITY OFFSHORE FUND LTD.
388 MARKET STREET, SUITE 700
SAN FRANCISCO, CA 94111
March 10, 2008
VIA FACSIMILE AND REGISTERED MAIL,
RETURN RECEIPT REQUESTED
Board of Directors
Peak International Limited
Flat E & F, 19/F., CDW Building
388 Castle Peak Road, Tsuen Wan
New Territories, Hong Kong
Re: Demand for Special Meeting of Shareholders Pursuant to Bye-Law 58 of the
Bye-Laws of Peak International Limited.
Gentlemen:
Pursuant to Bye-Law 58 of the Bye-Laws (the "Bylaws") of Peak International
Limited (the "Company"), Leonidas Opportunity Fund L.P., a California limited
partnership ("LOF"), and Leonidas Opportunity Offshore Fund Ltd., a Cayman
Island exempted company with limited liability ("LOOF" and, together with LOF,
the "Funds"), hereby demand a special meeting of shareholders of the Company
(the "Special Meeting") as the beneficial and/or record owners on the date
hereof of 2,472,132 shares of common stock of the Company in the aggregate
(the "Shares"), which represent approximately 19.9% of the outstanding Shares,
for the purpose of voting on the following proposals:
Proposal 1 - To remove each of the following four incumbent members
of the Company's board of directors (the "Board") and any other
person elected or appointed to the Board by the members of the Board
since March 7, 2008 to fill any vacancy on the Board or any
newly-created directorships:
o William K. Bladen;
o Douglas Broyles;
o Dean Personne; and
o Christine Russell.
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Proposal 2 - To the extent shareholders vote to remove incumbent
directors pursuant to Proposal 1 above, to elect the following four
nominees to the Board:
o James M. Chadwick;
o John Micklitsch;
o Lyron Bentovim; and
o Sohail Malad.
provided, however, to the extent shareholders approve the removal of
some, but fewer than all, of the incumbent directors listed in
Proposal 1, the nominees above are proposed to be elected to the
Board in the following order until all of the vacancies created by
the removal of incumbent directors pursuant to Proposal 1 are filled:
nominee Chadwick, nominee Micklitsch, nominee Bentovim and nominee
Malad.
Proposal 3- To adjourn the Special Meeting, if necessary, for the
purposes of soliciting additional proxies to vote in favor of
Proposals 1 and 2.
Proposals 1, 2 and 3 are collectively referred to herein as the "Proposals."
Address of Shareholders Making Demand
The address for each of the Funds is 388 Market Street, Suite 700, San
Francisco, CA 94111.
Class and Number of Shares of Capital Stock
The Funds own an aggregate 2,472,132 Shares, all of which are beneficially
owned by the Funds but held in "street name."
Arrangements or Understandings with Other Persons
Other than as set forth below, no arrangements or understandings exist between
the Funds and any other person in connection with the Proposals and no other
person has a material interest in the Proposals, other than the indirect
interests of investors in the Funds. The following describes the individual
ownership of Shares by each of the Funds and the relationships between the
Funds and the persons that control the Funds:
o LOF owns of record and/or beneficially approximately 2,386,369
Shares;
o LOOF owns of record and/or beneficially approximately 85,763 Shares;
o SKIRITAI Capital LLC the general partner of the Leonidas Opportunity
Fund L.P. and the investment manager of the Leonidas Opportunity
Offshore Fund Ltd.; and
o Mr. Russell Silvestri and Mr. Lyron Bentovim are both Managing
Directors of SKIRITAI Capital LLC.
James M. Chadwick, Sohail Malad, the managers of Chadwick Capital Management
LLC, and Richard Barone, of the Ancora Group, have agreed to support each of
the proposals to be acted
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upon at the Special Meeting and have agreed to share the costs of soliciting
proxies in connection with the Special Meeting with SKIRITAI.
Chadwick Capital Management LLC ("CCM") is the general partner of Monarch
Activist Partners LP ("Monarch"). As described in the Schedule 13D filed by
CCM on December 4, 2007, CCM and Monarch own of record and/or beneficially
approximately 823,722 Shares.
The Ancora Group consists of the following persons: Ancora Capital, Inc. an
Ohio corporation ("ACI"); Ancora Securities Inc, a Nevada corporation ("ASI");
Ancora Advisors LLC, a Nevada limited liability company ("AAL"); Ancora Trust,
the master trust for the Ancora Mutual Funds ("A Trust"); Ancora Foundation, a
private foundation incorporated in the state of Ohio ("A Foundation") and;
Merlin Partners, a Delaware limited partnership ("Merlin"). ASI is a
wholly-owned subsidiary of ACI. Mr. Richard Barone is the controlling
shareholder of ACI, is the Chairman and a portfolio manager of AAL, owns
approximately 15% of Merlin, and is Chairman of and has an ownership interest
in the various Ancora Mutual Funds. John Micklitsch is a Vice President of AAL.
AAL is the general partner of Merlin. As described in the Schedule 13D filed
by the Ancora Group on January 24, 2008, the Ancora Group owns of record
and/or beneficially approximately 644,376 Shares.
Appearance at the Special Meeting
Each of the Funds intends to appear in person or by proxy at the Special
Meeting to bring the Proposals before the Special Meeting.
Persons to Contact with Respect to the Proposals
Should you have any questions with respect to the foregoing, please do not
hesitate to contact Thomas A. Litz (314-552-6072) or Daniel J. Bollinger
(314-552-6351) of Thompson Coburn LLP, outside counsel to SKIRITAI.
SKIRITAI Capital LLC
By: /s/ Russell R. Silvestri
-----------------------------------------
Managing Director
|
LEONIDAS OPPORTUNITY FUND L.P.
By: /s/ Russell R. Silvestri
-----------------------------------------
Managing Director of
SKIRITAI Capital LLC, its
General Partner
|
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LEONIDAS OPPORTUNITY OFFSHORE FUND LTD.
By: /s/ Lyron L. Bentovim
---------------------------------
Managing Director of
SKIRITAI Capital LLC, its
Investment Manager
|
IMPORTANT INFORMATION
SKIRITAI Capital LLC, Leonidas Opportunity Fund L.P., Leonidas Opportunity
Offshore Fund Ltd. Russell Silvestri and Lyron L. Bentovim (collectively the
"Filing Persons"), are participants in the solicitation of shareholders of
Peak International Limited. The Filing Persons intend to file a proxy
statement with the Securities and Exchange Commission relating to a
solicitation of proxies from the shareholders of Peak International Limited in
connection with the special meeting of shareholders that has been demanded by
certain of the Filing PERSONS. SECURITY HOLDERS ARE ADVISED TO READ THAT PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement along with any other relevant documents will
be available for free at www.sec.gov. You may also obtain a free copy of the
proxy statement, when it becomes available, by contacting Russell Silvestri at
415-391-5929, or by sending an email to rsilvestri@skiritai.com. Quantified
information relating to the security holdings of the Filing Persons may be
found in the Schedule 13D of the Filing Persons originally filed on September
22, 2005, as amended September 26, 2005, February 13, 2006, February 8, 2007
and March 7, 2008 and as it may be further amended. Messrs. Silvestri and
Bentovim do not individually own any securities of Peak International Limited.
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