hinrichs13dano1_100508.htm
Washington,
D.C. 20549
____________________________________________
SCHEDULE
13D/A (Amendment No. 1)
Under the
Securities Exchange Act of 1934
(Name of
Issuer)
Common
Shares, Par Value $0.01 per share
(Title of
Class of Securities)
(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
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
(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
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)