SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For October 19, 2006
BONSO ELECTRONICS INTERNATIONAL INC.
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(Translation of Registrant's name into English)
Unit 1106-1110, 11/F., Star House 3 Salisbury Road,
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Tsimshatsui Kowloon, Hong Kong
(Address of principal executive offices)
[Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes [ ] No [X]
BONSO ELECTRONICS INTERNATIONAL INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2006
TO BE HELD NOVEMBER 16, 2006
Notice is hereby given that an annual meeting of the shareholders (the
"Shareholders") of Bonso Electronics International Inc., a British Virgin
Islands corporation (the "Corporation" or "Bonso"), will be held at 11:00 a.m.,
local time, on November 16, 2006, at 59 Da Yang Road, Da Yang Synthetical
Develop District, Fu Yong, Shenzhen, China, and any adjournments or
postponements thereof (the "Meeting" or "Annual Meeting") for the following
purposes:
1. To elect five (5) persons to serve as directors of the Corporation
until the next annual meeting of shareholders and thereafter until
their successors shall have been elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers as the independent
public accountants of the Corporation for the fiscal year ending March
31, 2007; and
3. To consider and act upon such other business as may properly come
before the Meeting.
Only Shareholders of record at the close of business on October 10, 2006,
shall be entitled to notice of and to vote at the Meeting. All Shareholders are
cordially invited to attend the Meeting in person.
By Order of the Board of Directors
Anthony So, Chairman and Chief Executive Officer
Hong Kong
October 16, 2006
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
BONSO ELECTRONICS INTERNATIONAL INC.
Star House 11/F
Unit 1106 - 1110
3 Salisbury Road
Tsimshatsui
Kowloon, Hong Kong
PROXY STATEMENT
DATED OCTOBER 16, 2006
ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2006
TO BE HELD ON NOVEMBER 16, 2006
GENERAL
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This Proxy Statement is being furnished to the shareholders of Bonso
Electronics International Inc. ("Bonso" or the "Corporation") in connection with
the solicitation of proxies by the Board of Directors of the Corporation (the
"Board of Directors") from the shareholders of the Corporation ("Shareholders")
for use at the Annual Meeting of the Shareholders to be held at 11:00 a.m.,
local time, on November 16, 2006, at the 59 Da Yang Road, Da Yang Synthetical
Develop District, Fu Yong, Shenzhen, China, and any adjournments or
postponements thereof (the "Meeting"). This Proxy Statement, Notice of Annual
Meeting of Shareholders, and the accompanying Proxy Card are first being mailed
to Shareholders on or about October 16, 2006.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on October 10, 2006
(the "Record Date"), are entitled to notice of and to vote the shares of Common
Stock of the Corporation held by them on such date at the Meeting. As of the
Record Date, 5,577,639 shares of Common Stock were outstanding. There was no
other class of voting securities outstanding at that date. Each share of Common
Stock held by a Shareholder entitles such Shareholder to one vote on each matter
that is voted upon at the Meeting.
The presence, in person or by proxy, of the holders of one-third of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Meeting. Abstentions and broker "non-votes" will be counted toward determining
the presence of a quorum for the transaction of business. Assuming that a quorum
is present, in the election of directors, the five nominees receiving the
highest number of affirmative votes will be elected. Accordingly, abstentions
and broker "non-votes" will have no effect in determining which nominees have
been elected directors. Assuming that a quorum is present, the ratification of
the selection of PricewaterhouseCoopers as the Corporation's public accountants
for the fiscal year ending March 31, 2007 will require the affirmative vote of a
majority of the shares of the Corporation's Common Stock present in person or
represented by proxy at the Annual Meeting. As a result, abstentions and broker
"non-votes" will have the effect of a vote against the ratification of the
selection of PricewaterhouseCoopers.
If the accompanying Proxy Card is properly signed and returned to the
Corporation and not revoked, it will be voted in accordance with the
instructions contained therein. Unless contrary instructions are given, the
persons designated as proxy holders in the accompanying Proxy Card will vote
"FOR" each of the five director nominees named in this Proxy Statement and "FOR
the ratification of the selection of PricewaterhouseCoopers as the Corporation's
independent public accountants for the fiscal year ending March 31, 2007. Each
Proxy granted by a Shareholder may be revoked by such Shareholder at any time
thereafter by writing to the Secretary of the Corporation prior to the Meeting,
or by execution and delivery of a subsequent Proxy or by attendance and voting
in person at the Meeting, except as to any matter or matters upon which, prior
to such revocation, a vote shall be cast pursuant to the authority conferred by
such Proxy.
The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by the Corporation.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees and other representatives of the
Corporation to solicit Proxies by telephone, facsimile or in person. These
persons will receive no extra compensation for their services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
---------------------
The following table shows the number of shares of Common Stock beneficially
owned by each shareholder of the Corporation who beneficially owns 5% or more of
the Corporation's Common Stock and the Corporation's directors and executive
officers, both individually and as a group, as of September 8, 2006:
Total
Number of
Shares of
Shares of Common Percent
Common Stock Stock of
Owned of Options and Beneficially Beneficial
Name Record Warrants Held Owned Ownership
---- ------ ------------- ----- ---------
Anthony So 1,626,195(1) 636,500(2) 2,262,695 36.41%
Kim Wah Chung 93,700 115,000(3)(4)(5) 208,700 3.67%
Cathy Kit Teng Pang 35,438 115,000(3)(4)(5) 150,438 2.64%
Henry F. Schlueter 34,000 40,000(6)(11)(12)(13) 74,000 1.32%
Woo-Ping Fok 64,407 50,000(8)(10)(11)(12)(13) 114,407 2.03%
George O'Leary 0 40,000(8)(10)(11)(12) 40,000 0.71%
J. Stewart Jackson IV 462,575(9) 60,000(7)10)(11) (12)(13) 522,575 9.27%
All Directors and Officers as a 2,316,315 1,056,500 3,372,815 56.05%
group (7 persons)
W. Douglas Moreland 501,000 0 501,000 8.99%
Royce & Associates LLC 297,000 0 297,000 5.32%
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(1) Includes 1,143,421 shares of common stock owned of record by a corporation
that is wholly owned by a trust of which Mr. So is the sole beneficiary.
(2) Includes options to purchase 158,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010, options to purchase
128,000 shares of common stock at an exercise price of $3.65 per share
expiring on April 9, 2011, options to purchase 128,000 shares of common
stock at an exercise price of $2.50 per share expiring on March 6, 2012,
and options to purchase 222,500 shares of common stock at an exercise price
of $1.61 per share expiring on March 31, 2013.
(3) Includes options to purchase 20,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
(4) Includes options to purchase 20,000 shares of common stock at an exercise
price of $3.65 per share expiring on April 9, 2011, and options to purchase
20,000 shares of common stock at an exercise price of $2.50 per share
expiring on March 6, 2012.
(5) Includes options to purchase 55,000 shares of common stock at an exercise
price of $1.61 per share expiring on March 31, 2013.
(6) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
(7) Includes options to purchase 10,000 shares of common stock at an exercise
price of $2.55 expiring on October 15, 2011 and 10,000 shares of common
stock at an exercise price of $1.61 per share expiring on March 31, 2013.
(8) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.125 per share expiring January 12, 2010.
(9) Includes 461,975 shares held by Mr. Jackson and 600 shares held by Mr.
Jackson's wife.
(10) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011.
(11) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.12 expiring on March 25, 2014.
(12) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.20 per share expiring on September 12, 2014.
(13) Includes options to purchase 10,000 shares of common stock at an exercise
price of $4.50 per share expiring on December 4, 2015.
There are no arrangements known to the Corporation the operation of which
may at a subsequent date result in a change in control of the Corporation.
BOARD COMMITTEES
Mr. Woo Ping Fok is the sole member of the Audit Committee. Mr. Fok is
"independent" as defined in the NASDAQ listing standards.
The Audit Committee was established to (i) review and approve the scope of
audit procedures employed by our independent auditors; (ii) review and approve
the audit reports rendered by our independent auditors; (iii) approve the audit
fee charged by the independent auditors; (iv) report to the Board of Directors
with respect to such matters; (v) recommend the selection of independent
auditors; and (vi) discharge such other responsibilities as may be delegated to
it from time to time by the Board of Directors and to discharge such other
responsibilities as may be delegated to it from time to time by the Board of
Directors. Effective as of August 17, 2000, the Board of Directors adopted a
formal charter for its Audit Committee, which was amended effective June 30,
2005.
COMPENSATION OF OFFICERS AND DIRECTORS
The aggregate amount of compensation paid by us and our subsidiaries during
the year ended March 31, 2006 to all directors and officers as a group for
services in all capacities was approximately $1,098,637, including compensation
in the form of housing in Hong Kong for our Chairman and our Director of
Engineering and Research and Development, which is consistent with the practice
of other companies in Hong Kong. Total compensation for the benefit of Anthony
So was $583,215, for the benefit of Cathy Kit Teng Pang was $113,913, for the
benefit of Kim Wah Chung was $137,990, for the benefit of Mr. George O'Leary was
$240,000, and for the benefit of Henry F. Schlueter was an aggregate of $23,519
which was paid to his law firm, Schlueter & Associates, P. C. for legal services
rendered and expenses incurred.
We did not set aside or accrue any amounts to provide pension, retirement
or similar benefits for directors and officers for the fiscal year ended March
31, 2006, other than contributions to our Provident Fund Plan which aggregated
$33,862 for officers and directors during the fiscal year ended March 31, 2006.
Employment Agreements
We have employment agreements with Anthony So, Kim Wah Chung and Cathy Kit
Teng Pang. The employment agreements expire on March 31, 2008; however, they are
automatically renewable on an annual basis for additional one-year increments.
Mr. So's employment agreement provides for a salary of $700,000 per year plus
bonus. Mr. Chung's employment agreement provides for a salary of $150,000 per
year plus bonus and Ms. Pang's employment agreement provides for a salary of
$130,000 per year plus bonus. The employment agreements contain provisions under
which we will be obligated to pay Mr. So, Mr. Chung and Ms. Pang all
compensation for the remainder of their employment agreements and five times
their annual salary and bonus compensation upon a change of control, as defined
in the agreements.
During the fiscal year ended March 31, 2006, the amounts paid to Mr. So,
Mr. Chung and Ms. Pang were less than the yearly salaries provided for in their
employment agreements. See "Compensation." Mr. So, Mr. Chung and Ms. Pang waived
the right to be paid the amount representing the deficiency between the actual
amounts paid to them and the amount provided for in their employment agreements.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at September 8, 2006:
Number of Common Shares Exercise Price
Name Subject to Stock Options Per Share Expiration Date
---- ------------------------ --------- ---------------
Anthony So 158,000 $8.00 January 6, 2010
128,000 $3.65 April 9, 2011
128,000 $2.50 March 6, 2012
222,500 $1.61 March 31, 2013
Kim Wah Chung 20,000 $8.00 January 6, 2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 March 31, 2013
Cathy Kit Teng Pang 20,000 $8.00 January 6, 2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 March 31, 2013
Woo-Ping Fok 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
J. Stewart Jackson IV 10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 March 31, 2013
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. However,
outside directors receive stock options pursuant to the 2004 Stock Bonus Plan
and have been granted other options. (See "Options of Directors and Senior
Management" above and "Compensation Pursuant to Options to Purchase Common
Stock" below.) All directors are reimbursed for all reasonable expenses incurred
in connection with services as a director.
Provident Fund Plan
With effect from January 1, 1988, Bonso Electronics Limited ("BEL"), our
wholly-owned foreign subsidiary, started a Provident Fund Plan (the "Plan") with
a major international assurance company to provide life insurance and retirement
benefits for its employees. All permanent full time employees who joined BEL
before December 2000, excluding factory workers, are eligible to join the Plan.
Members of the Plan are required to contribute 5% of their monthly salary.
The contribution by BEL is as follows:
Years of Service % of salary as BEL's contribution
---------------- ---------------------------------
Less than 5 years 5.0%
5 to 10 years 7.5%
More than 10 years 10.0%
The Mandatory Provident Fund (the "MPF") was introduced by the Hong Kong
Government commencing in December 2000. BEL joined the MPF with a major
international assurance company. All permanent full time employees who joined
BEL in or after December 2000, excluding factory workers, are eligible to join
the MPF. Members' and employers' contributions to the MPF are both at 5% of the
members' monthly salaries and are subject to a maximum contribution of HK $1,000
monthly.
At normal retirement age, death or ill health, the member shall be entitled
to receive from the Plan a lump sum equal to the total of the member's and BEL's
contributions plus the return on their investment. On resignation prior to
normal retirement age, a member shall be entitled to receive from the Plan a
lump sum equal to the member's contributions plus a percentage of the employer's
balance determined in accordance with a predetermined set scale.
BEL's total contributions to the Plan and the MPF for the years ended March
31, 2004, 2005 and 2006 amounted to $77,402, $83,277 and $95,339, respectively.
Compensation Pursuant to Options to Purchase Common Stock
Employee directors may receive stock options pursuant to the Corporation's
1996 Stock Option Plan. In October 1996, the Board of Directors adopted the 1996
Stock Option Plan which provided for the grant of options to purchase an
aggregate of not more than 400,000 shares of the Corporation's Common Stock. In
January 2000, the Shareholders approved the proposal of the Board of Directors
to increase the aggregate number of shares of Common Stock for which options may
be granted under the 1996 Stock Option Plan from 400,000 shares to 900,000
shares. The purpose of the 1996 Stock Option Plan is to make options available
to management and employees of the Corporation in order to encourage them to
secure or increase on reasonable terms their ownership of Common Stock in the
Corporation and to encourage them to remain in the employ of the Corporation.
The 1996 Stock Option Plan is administered by a committee appointed by the
Board of Directors which determines the persons to be granted options under the
plan, the number of shares subject to each option, the exercise price of each
option and the option period, subject to the requirement that no option may be
exercisable more than 10 years after the date of grant. The exercise price of an
option may be less than fair market value of the underlying shares of Common
Stock. No options granted under the plan are transferable by the optionee other
than by will or the laws of descent and distribution and each option is
exercisable, during the lifetime of the optionee, only by the optionee.
The exercise price of an option granted pursuant to the 1996 Stock Option
Plan may be paid in cash, by the surrender of options, in Common Stock, in other
property, including a promissory note from the optionee, or by a combination of
the above, at the discretion of the committee administering the 1996 Stock
Option Plan.
On March 23, 2004, our stockholders adopted the 2004 Stock Option Plan (the
"2004 Plan") which provides for the grant of up to 600,000 shares of the
Corporation's Common Stock in the form of stock options, subject to certain
adjustments as described in the 2004 Plan.
The purpose of the 2004 Plan is to induce key employees to remain in the
employ of the Corporation and to encourage such employees to secure or increase
on reasonable terms their Common Stock ownership in the Corporation. The
Corporation believes that the Plan promotes continuity of management and
increased incentive and personal interest in the welfare of the Corporation.
The 2004 Plan is administered by a committee appointed by the Board of
Directors which consists of at least two but not more than three members of the
Board, one of whom shall be a non-employee of the Corporation. The committee
members currently are Anthony So and Woo Ping Fok. The committee determines the
specific terms of the options granted, including the employees to be granted
options under the 2004 Plan, the number of shares subject to each option, the
exercise price of each option and the option period, subject to the requirement
that no option may be exercisable more than 10 years after the date of grant.
The exercise price of an option may be less than fair market value of the
underlying shares of Common Stock. No options granted under the 2004 Plan are
transferable by the optionee other than by will or the laws of descent and
distribution and each option is exercisable, during the lifetime of the
optionee, only by the optionee.
The exercise price of an option granted pursuant to the 2004 Stock Option
Plan may be paid in cash, by the surrender of options, in Common Stock, in other
property, including a promissory note from the optionee, or by a combination of
the above, at the discretion of the committee administering the 2004 Plan.
As of September 8, 2006, no stock options have been granted under the 2004
Plan.
On September 7, 2004, our stockholders adopted the 2004 Stock Bonus Plan
(the "Stock Bonus Plan") which authorizes the issuance of up to 500,000 shares
of the Corporation's Common Stock in the form of stock bonuses.
The purpose of the Stock Bonus Plan is to: (i) induce key employees to
remain in the employ of the Corporation, or of any subsidiary of the
Corporation; (ii) increase the stock ownership of key employees; and (iii)
reward employees, non-employee directors, advisors and consultants for services
rendered or to be rendered to or for the benefit of the Corporation, or any of
its subsidiaries. The Corporation believes that Stock Bonus Plan promotes
continuity of management and increased incentive and personal interest in the
welfare of the Corporation
The Stock Bonus Plan is administered by a committee appointed by the Board
of Directors which consists of at least two but not more than three members of
the Board, one of whom shall be a non-employee of the Corporation. The initial
committee members are Anthony So and Woo Ping Fok. The committee has the
authority, in its sole discretion: (i) to determine the parties to receive bonus
stock, the times when they shall receive such awards, the number of shares to be
issued, and the time, terms and conditions of the issuance of any such shares;
(ii) to construe and interpret the terms of the Stock Bonus Plan; (iii) to
establish, amend and rescind rules and regulations for the administration of the
Stock Bonus Plan; and (iv) to make all other determinations necessary or
advisable for administering the Stock Bonus Plan.
As of September 8, 2006, no stock bonuses have been granted under the Stock
Bonus Plan
CERTAIN TRANSACTIONS
Over the years, the Corporation has provided to and received cash advances
from its officers and directors. In October 1994, the Board of Directors adopted
a policy prohibiting the Corporation from making any loan or advance of money or
property, or guaranteeing the obligation of any directors of the Corporation,
and limiting the Corporation's ability to make such loans, advances or
guarantees to officers of the Corporation or its subsidiaries unless a majority
of independent, disinterested outside directors determine that such loan,
advance or guarantee may reasonably be expected to benefit the Corporation.
Further, all future material affiliated transactions, loans and loan guarantees,
if any, will be made on terms that are no less favorable to the Corporation than
those that are generally available from unaffiliated third parties. The
Corporation has neither provided nor received any cash advances to its officers
or directors since this policy was adopted.
It is common practice in Hong Kong/PRC, the location of the Corporation's
principal executive offices, to provide a housing allowance or living
accommodations for senior executives as part of their compensation. One of the
Corporation's properties in Hong Kong is provided to Mr. So as part of his
compensation. The Corporation also provides Mr. Chung with a housing allowance.
During the fiscal year ended March 31, 2006 we paid Schlueter & Associates,
P.C. an aggregate of $23,519 for legal fees and expenses. Mr. Henry F.
Schlueter, a director, is the Managing Director of Schlueter & Associates, P.C.
PROPOSAL 1
ELECTION OF FIVE (5)
PERSONS TO SERVE AS DIRECTORS OF THE CORPORATION
The Corporation's directors are elected annually to serve until the next
annual meeting of shareholders and thereafter until their successors shall have
been elected and qualified. The number of directors presently authorized by the
Articles of Association of the Corporation shall be not less than one (1) nor
more than seven (7).
Unless otherwise directed by Shareholders, the proxy holders named in the
accompanying Proxy will vote all shares represented by Proxies held by them for
the election of the following nominees, all of whom are now members and
constitute the Corporation's Board of Directors. The Corporation is advised that
all nominees have indicated their availability and willingness to serve if
elected. In the event that any nominee becomes unavailable or unable to serve as
a director of the Corporation prior to the voting, the proxy holder will vote
for a substitute nominee in the exercise of his best judgment.
INFORMATION CONCERNING NOMINEES
Anthony So, 63, is the founder of Bonso. He has been our Chairman of the
Board of Directors, Chief Financial Officer and Treasurer since inception, and
our Secretary since July 1991. Mr. So was also our CEO and President from the
inception of the Corporation until January 2005 and was appointed to these
positions again on October 1, 2006. Mr. So received his BSE degree in civil
engineering from National Taiwan University in 1967 and a master's degree in
business administration ("MBA") from the Hong Kong campus of the University of
Hull, Hull, England in 1994. Mr. So has been Chairman of the Hong Kong GO
Association since 1986, and also served as Chairman of the Alumni Association of
National Taiwan University for the 1993-1994 academic years. Mr. So has served
as a trustee of the Chinese University of Hong Kong, New Asia College since
1994.
Kim Wah Chung, 48, has been a director since September 1994. Mr. Chung has
been employed by us since 1981 and currently holds the position of Director of
Engineering and Research and Development. Mr. Chung is responsible for all
research projects and product development. Mr. Chung's entire engineering career
has been spent with Bonso, and he has been involved in all of our major product
developments. Mr. Chung graduated with honors in 1981 from the Chinese
University of Hong Kong with a bachelor of science degree in electronics.
Woo-Ping Fok, 57, was elected to our Board of Directors in September 1994.
Mr. Fok has practiced law in Hong Kong since 1991 and is a partner with Wong &
Fok. Mr. Fok's major areas of practice include conveyancing or real property
law, corporations and business law, commercial transactions and international
trade with a special emphasis in China trade matters. Mr. Fok was admitted to
the Canadian Bar as a Barrister & Solicitor in December 1987 and was a partner
in the law firm of Woo & Fok, a Canadian law firm with its head office in
Edmonton, Alberta, Canada. In 1991, Mr. Fok was qualified to practice as a
Solicitor of England & Wales, a Solicitor of Hong Kong and a Barrister &
Solicitor of Australian Capital Territory.
J. Stewart Jackson IV, 70, has been a director since January 2000. From
1962 until its merger with Republic Industries in 1996, Mr. Jackson served in
various management capacities, including president, of Denver Burglar Alarm Co.,
Inc., a business founded by his family. In addition, in the mid-1960's, Mr.
Jackson founded Denver Burglar Alarm Products, a separate company which
invented, patented, manufactured, distributed and installed contained ionization
smoke detectors and which was later sold to a conglomerate manufacturer. After
the merger of Denver Burglar Alarm Co., Inc., Mr. Jackson founded Jackson
Burglar Alarm Co., Inc. Mr. Jackson served as Chief Executive Officer of Jackson
Burglar Alarm Co. from February 1998 to October 2005. Mr. Jackson has served as
the Chief Executive Officer of J S J Corporation. Mr. Jackson served on the
advisory board of directors for Underwriter's Laboratories for burglar and fire
alarm systems for 25 years and has been an officer in the Central Station
Protection Association, which, along with the National Burglar Alarm
Association, was formed by his family in the late 1940's. Mr. Jackson graduated
from the University of Colorado in 1962 with a degree in Business Management and
Engineering.
Henry F. Schlueter, 55, has been a director since October 2001, and has
been our Assistant Secretary since October 1988. Since 1992, Mr. Schlueter has
been the Managing Director of Schlueter & Associates, P.C., a law firm,
practicing in the areas of securities, mergers and acquisitions, finance and
corporate law. Mr. Schlueter has served as our United States corporate and
securities counsel since 1988. From 1989 to 1991, prior to establishing
Schlueter & Associates, P.C., Mr. Schlueter was a partner in the Denver,
Colorado office of Kutak Rock (formerly Kutak, Rock & Campbell), and from 1984
to 1989, he was a partner in the Denver office of Nelson & Harding. Mr.
Schlueter is a member of the American Institute of Certified Public Accountants,
the Colorado Society of CPA's, the Colorado and Denver Bar Associations and the
Wyoming State Bar.
There are no family relationships between any of our directors and
executive officers.
No arrangement or understanding exists between any such director or officer
and any other persons pursuant to which any director or executive officer was
elected as a director or executive officer. Our directors are elected annually
and serve until their successors take office or until their death, resignation
or removal. The executive officers serve at the pleasure of the Board of
Directors.
Board Recommendation
The Board of Directors recommends a vote FOR the election of each of the
five (5) nominees named above as directors of the Corporation.
PROPOSAL 2
RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers as the
independent public accountants of the Corporation for the fiscal year ending
March 31, 2007, and has further directed that the Corporation submit the
selection of the independent public accountants for ratification by Shareholders
at the Annual Meeting.
Unless otherwise directed by Shareholders, the proxy holder named in the
accompanying Proxies will vote all shares represented by Proxies held by him to
ratify the selection of PricewaterhouseCoopers as the independent public
accountants of the Corporation for the fiscal year ending March 31, 2007.
Fees Paid to the Independent Auditors
Audit Fees
----------
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for the audit of the Corporation's annual consolidated
financial statements for the fiscal year ended March 31, 2006 were $236,538 and
for the fiscal year ended March 31, 2005 were $220,000.
Audit Related Fees
------------------
There were no fees billed by PricewaterhouseCoopers for professional
services rendered for assurance and related services provided by
PricewaterhouseCoopers that were reasonably related to the performance of the
audit and are not reported above under "Audit Fees" for the fiscal year ended
March 31, 2006 and for the fiscal year ended March 31, 2005.
Tax Fees
--------
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for tax compliance for the fiscal year ended March 31, 2006
were $6,000 and for the fiscal year ended March 31, 2005 were $6,000.
Board Recommendation
The Board of Directors recommends a vote FOR the ratification of the
selection of PricewaterhouseCoopers as the independent public accountants of the
Corporation for the fiscal year ending March 31, 2007.
GENERAL
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Meeting, it is the intention of the proxy holder named
in the accompanying Proxy to vote the shares they represent as the Board of
Directors may recommend. Discretionary authority with respect to such other
matters is expressly granted by the execution of the enclosed Proxy.
By Order of the Board of Directors
Anthony So, Chairman of the Board of Directors
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BONSO ELECTRONICS INTERNATIONAL, INC.
(Registrant)
Date: October 19, 2006 By: /s/ Henry F. Schlueter
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Henry F. Schlueter, Assistant Secretary