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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950148-02-001677.txt : 20020711
<SEC-HEADER>0000950148-02-001677.hdr.sgml : 20020711
<ACCEPTANCE-DATETIME>20020711123539
ACCESSION NUMBER:		0000950148-02-001677
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020711
EFFECTIVENESS DATE:		20020711

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DESWELL INDUSTRIES INC
		CENTRAL INDEX KEY:			0000946936
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS PRODUCTS, NEC [3089]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-92230
		FILM NUMBER:		02700868

	BUSINESS ADDRESS:	
		STREET 1:		UNIT 516-517 HONG LEONG INDUSTRIAL
		STREET 2:		COMPLEX #4 WANG KWONG RD
		CITY:			KOWLOON BAY KOWLOON
		STATE:			K3
		BUSINESS PHONE:		2127320030

	MAIL ADDRESS:	
		STREET 1:		UNIT 516-517 HONG LEONG INDUSTRIAL
		STREET 2:		COMPLEX #4 WANG KWONG ROAD
		CITY:			KOWLOON BAY KOWLOON
		STATE:			K3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v82820sv8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2002
                                                 Registration No. 333-__________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            DESWELL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
    <S>                                           <C>
         British Virgin Islands                          None
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)
</TABLE>

                  Unit 516 517, Hong Leong Industrial Complex,
                       No. 4 Wang Kwong Road, Kowloon Bay,
                               Kowloon, Hong Kong
                    (Address of Principal Executive Offices)

                             2001 Stock Option Plan
                            (Full title of the plan)

                                  Stephen Seung
                              2 Mott St. Suite 601
                            New York, New York 10013
                                 (212) 732-0030
                               Fax: (212) 227-5097
 (Name, address and telephone number, including area code of agent for service)

                                 With copies to:
                               Mark A. Klein, Esq.
                           Kirkpatrick & Lockhart LLP
                       10100 Santa Monica Blvd., 7th Floor
                              Los Angeles, CA 90067
                              Phone: (310) 552-5000
                               Fax: (310) 552-5001

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------

Title of each                             Proposed maximum    Proposed maximum       Amount of
class of securities      Amount to be     offering price      aggregate offering    registration
to be registered         registered(1)    per share(2)(3)     price(2)(3)               fee
- -------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                 <C>                   <C>
Common Stock             750,000(3)            $11.33            $8,500,000            $782.00
- -------------------------------------------------------------------------------------------------
</TABLE>
  (1)   This Registration Statement shall also cover any additional shares of
        Common Stock that become issuable under any of the plans by reason of
        any stock split, stock dividend, recapitalization, or other similar
        transaction.

  (2)   Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended (the "Securities Act"), solely for the purpose of calculating
        the registration fee. The calculation is based upon the per share
        exercise price of outstanding options under the Plan as adjusted for the
        three-for-two stock split referred to in Note (3).

  (3)   Gives effect to a three-for-two stock split declared on June 17, 2002
        for outstanding shares to stockholders of record on July 8, 2002,
        payable on July 22, 2002.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


        The documents containing information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1).


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.

    (a)    Registrant's Annual Report on Form 20-F filed with the Securities and
           Exchange Commission on July 9, 2002;

    (b)    All other reports filed by the Registrant pursuant to Sections 13(a)
           or 15(d) of the Exchange Act since the end of the fiscal year covered
           by the registrant document referred to in (a) above; and

    (c)    The second two paragraphs of the section of the Registrant's
           Prospectus dated February 14, 2001 as field with the Securities and
           Exchange Commission under Rule 424(b)(3) of the Securities Act
           entitled "Description of Securities--Common Shares."

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Pursuant to its articles of Association and subject to British Virgin
Islands law, the Company may indemnify a director or officer out of the assets
of the Company against all losses or liabilities which the director or officer
may have incurred in or about the execution of the duties of his office or
otherwise in relation thereto. No director or officer is liable for any loss,
damage or misfortune which may have been incurred by the Company in the
execution of the duties of his office, or in relation thereto provided the
director or officer acted honestly and in good faith with a view to the best
interests of the Company and except for his own willful misconduct or
negligence.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


<PAGE>

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Numbers
- -------
<S>          <C>
4.1          2001 Stock Option Plan of Deswell Industries, Inc. (Incorporated by reference from
             Exhibit A of the Company's Form 6-K filed with the Securities and Exchange
             Commission on December 12, 2001).

4.2          Form of Stock Option Agreement for 2001 Stock Option Plan of Deswell Industries,
             Inc.

5.1          Opinion of Harney Westwood & Riegels.

23.1         Consent of Harney Westwood & Riegels (included in Exhibit 5).

23.2         Consent of Deloitte Touche Tohmatsu.
</TABLE>

ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on this 10th day of July, 2002.

                                                DESWELL INDUSTRIES, INC.


                                                By:  /s/ Richard Lau
                                                    ----------------------------
                                                         Richard Lau
                                                         Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes an appoints Richard Lau, C. P. Li, C. W. Leung, and each of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution for him in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Name                             Position with the Company               Date
- ----                             -------------------------               ----
<S>                              <C>                                     <C>
/s/ Richard Lau                  Chief Executive Officer and Chairman
- ---------------                  of the Board of Directors
 Richard Lau                     (Principal Executive Officer)           July 10, 2002

/s/ C.P. Li                      Executive Director, General Manager
- -----------                      and Administration for Plastic
 C. P.  Li                       Operations, Chief Financial Officer,
                                 Secretary and Member of the Board of
                                 Directors
                                 (Principal Financial Officer)           July 10, 2002

/s/ C.W. Leung                   Executive Director of Engineering for
- --------------                   Plastic Operations and Member of the
C. W. Leung                      Board of Directors                      July 10, 2002

/s/ Stephen K. Seung             Member of the Board of Directors and
- --------------------             United States Authorized
Stephen K. Seung                 Representative                          July 10, 2002

/s/ Hung-Hum Leung
- ---------------------
Hung-Hum Leung                   Member of the Board of Directors        July 10, 2002

/s/ Eliza Y.P. Pang
- -------------------              Financial Controller                    July 10, 2002
Eliza Y.P. Pang                  (Principal Accounting Officer)
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>v82820exv4w2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.2

                             STOCK OPTION AGREEMENT


        This agreement, dated as of the _____ day of ______________ by and
between DESWELL INDUSTRIES, INC., a British Virgin Island international business
company with its principal offices at Unit 516-517, Hong Leong Industrial
Complex, No. 4 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong (hereinafter
called the "COMPANY"), party of the first part, and __________________
(hereinafter called "OPTIONEE"), a party of the second part;

                                   WITNESSETH

        Whereas, the company has adopted on January 7, 2002 the "2001 Stock
Option Plan of Deswell Industries, Inc." (the "2001 plan") to permit options to
be granted to certain employees or directors of the company and its subsidiaries
(hereinafter called the "employer corporation") to purchase common shares of the
company; and

        Whereas, the optionee is employed by the employer corporation in a key
capacity, and the company desires him to remain in such employ, and to secure or
increase his stock ownership in the company in order to increase his incentive
and personal interest in the welfare of the employer corporation;

        Now, therefore, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

        1. Subject to the terms and conditions set forth herein, the company
grants to the optionee the option to purchase from the company all or any part
of an aggregate amount of ____________ common shares of the company authorized
and unissued or, at the option of the company, treasury stock if available
(hereinafter, the "optioned shares").

        2. The price per share (the "option price") to be paid for the optioned
shares shall be U.S.$______, which is the fair market value of the common shares
on the date of grant as determined by the committee of directors appointed to
administer the plan. The option price may be paid in U.S. dollars or its
equivalent in Hong Kong dollars on the date the option is exercised.

        3. Subject to the provisions of paragraphs four and six hereof, the
Option(s) shall be exercisable as to the specified number of optioned shares on
and after the "First" dates and on or before the "Last" dates set forth below:

<TABLE>
<CAPTION>
                                                 Exercise Dates
                                 ----------------------------------------------
Number of Shares                        First                        Last
- ----------------                 ---------------------          ---------------
<S>                              <C>                            <C>

</TABLE>


Optionee acknowledges that he understands he has no right whatsoever to exercise
the Option(s) granted hereunder with respect to any Optioned Shares covered by
any installment until such installment accrues as provided above. Optionee
further understands that the Option(s) granted hereunder shall expire and become
unexercisable as provided in Section (6) below.

        4. The option herein granted may be exercised only by written notice of
intent to exercise the option, served upon the secretary of the company at its
principal offices the number of shares in respect of which the option is being
exercised, accompanied by payment for such shares in cash or by certified check
or bank draft to the order of the company. Such shares, upon payment of the
purchase price, shall be fully paid and non-assessable.



                                       1
<PAGE>

        5. The option herein granted shall not be transferable by the optionee
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the optionee only by the optionee.

        6. The option granted hereunder shall expire and become unexercisable on
or before the earliest of the following dates, whichever is applicable: (i) the
date of the optionee's termination of employment from or as a director of the
employer corporation for any reason other than death or disability; or (ii) the
date that is one year following the optionee's termination of employment from
the employer corporation by reason of his and her death, or by reason of his or
her disability, whichever is applicable.

        7. If any of the events specified in paragraph 13 of the 2001 plan
occur, the adjustments in Optioned Shares and option price therein provided
shall be made.

        8. As to all Optioned Shares (or any stock issued as a stock dividend
thereon or any securities issued in lieu thereof or in substitution therefor),
purchased by the optionee or his personal representative upon the exercise of
any portion of the option herein granted, the Committee, in its sole discretion,
may require that the optionee or his personal representative, as the case may
be, agree to any of the following conditions:

                (a) That they sign an investment letter to the effect that they
are taking said shares for investment and not for resale.

                (b) That they will comply with such restrictions as may be
necessary to satisfy the requirements of the United States Securities Act of
1933.

        9. The optionee shall not be deemed for any purposes to be a shareholder
of the company with respect to any of the Optioned Shares except to the extent
that the option herein granted shall have been exercised with respect thereto
and a stock certificate issued therefor. Nothing in this agreement shall be
construed to confer upon the optionee any right to continued employment with the
employer corporation or to restrict in any way the right of the employer
corporation to terminate his or her employment. Optionee acknowledges that in
the absence of an express written employment agreement to the contrary,
optionee's employment with the employer corporation may be terminated by the
employer corporation at any time, with or without cause.

        10. The existence of the option herein granted shall not affect in any
way the right or power of the company or its shareholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in
the company's capital structure or its business, or any merger or consolidation
of the company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the company or the rights
thereof, or dissolution or liquidation of the company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

        11. As a condition of the granting of the option herein granted, the
optionee agrees, for himself and his personal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to his
agreement shall be determined by the committee in its sole discretion, and that
any interpretation by the committee of the terms of this agreement shall be
final, binding and conclusive.

        12. If, at any time, the Committee shall determine, in its discretion,
that the listing, registration or qualification of the shares covered by the
option upon any securities exchange or under any law of the United States, state
thereof or any other jurisdiction, is necessary or desirable or as a condition
of or in connection with the purchase of shares thereunder, the option may not
be exercised, in whole or in part, unless and until such listing, registration
or qualification shall have been effected free of any conditions not acceptable
to the Committee.

        IN WITNESS WHEREOF, the company has caused this instrument to be
exercised by its duly authorized officers, the optionee has hereunto affixed his
or her hand.


                                            DESWELL INDUSTRIES, INC.



                                            By:
                                               ---------------------------------
                                               Lau Pui Hon
                                               Chief Executive Officer



                                               ---------------------------------
                                                          Optionee



                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>v82820exv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>
[HARNEY WESTWOOD & RIEGELS LOGO]


                   [LETTERHEAD OF HARNEY WESTWOOD & RIEGELS]


9 July 2002

Deswell Industries, Inc.
Unit 516 517, Hong Leong Industrial Complex,
No. 4 Wang Kwong Road, Kowloon Bay,
Kowloon, Hong Kong

Dear Sirs

DESWELL INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-8

We are British Virgin Islands counsel to Deswell Industries, Inc., a British
Virgin Islands international business company (the "COMPANY"). We have assisted
the Company in its preparation of a Registration Statement (the "REGISTRATION
STATEMENT") on Form S-8 under the United States Securities Act of 1933, as
amended (the "SECURITIES ACT"), registering (after giving effect to a
three-for-two share split of outstanding shares effective on July 8, 2002, to
shareholders of record on July 8, 2002, payable on July 22, 2002) 750,000 common
shares of the Company (the "COMMON SHARES") issuable upon exercise of options
granted and to be granted under the Company's 2001 Stock Option Plan (the
"PLAN").

We have made such legal and factual examinations and inquiries that we have
deemed necessary or advisable for the purpose of rendering this opinion. In
particular, we have examined the following documents:

(a)   the Memorandum and Articles of Association and Certificate of
      Incorporation of the Company on file at the Companies Registry in the
      British Virgin Islands on July 8, 2002;

(b)   a facsimile copy of the executed Plan;

(c)   a facsimile copy of the Unanimous Consent in Lieu of Meeting of Board of
      Directors, stated to take effect on August 15, 2001;


                                       1
<PAGE>

(d)  a facsimile copy of the Unanimous Consent in Lieu of Meeting of Board of
     Directors, stated to take effect on July 8, 2002; and

(e)  a Registered Agent's certificate dated July 9, 2002, identifying the
     incumbent directors and officers of the Company.

Based on and subject to the foregoing we are of the opinion that the Common
Shares, when issued pursuant to the exercise of options under the Plan and the
payment of the purchase price therefor in full in cash in accordance with the
terms of issuance of such Common Shares, will be duly and validly issued, fully
paid and nonassessable Common Shares.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act.

Except as otherwise provided above or by law, this opinion is rendered for the
benefit of the addressee only and may not be disclosed to or relied upon by any
other party.

Yours faithfully

/s/ HARNEY WESTWOOD & RIEGELS
- -----------------------------
HARNEY WESTWOOD & RIEGELS


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>v82820exv23w2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>
                                                                    Exhibit 23.2

                    [Letterhead of Deloitte Touche Tohmatsu]


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statements on
Form S-8 of Deswell Industries, Inc. of our report dated June 28, 2002,
appearing in the Annual Report on Form 20-F of Deswell Industries, Inc for the
year ended March 31, 2002.


/s/ Deloitte Touche Tohmatsu

Hong Kong
June 28, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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