UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of: April 2011

Commission File Number: 000-53826

PLASTEC TECHNOLOGIES, LTD.
(Translation of registrant’s name into English)

Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F  x   Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

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

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.

 
 
 

 
Amendment to Merger Agreement

As previously reported, Plastec Technologies, Ltd. (the “ Company ”) completed the business combination contemplated by that certain Amended and Restated Agreement and Plan of Reorganization, dated as of September 13, 2010 and amended on December 9, 2010 (the “ Merger Agreement ”), among the Company, GSME Acquisition Partners I Sub Limited, Plastec International Holdings Limited (“ Plastec ”) and each of Sun Yip Industrial Company Limited, Tiger Power Industries Limited, Expert Rank Limited, Fine Colour Limited, Cathay Plastic Limited, Greatest Sino Holdings Limited, Colourful Asia International Limited and Top Universe Management Limited (collectively, the “ Plastec Shareholders ”).  Pursuant to the Merger Agreement, the Plastec Shareholders were entitled to receive up to an additional 9,723,988 Ordinary Shares upon achievement by Plastec of certain net income targets for the years ended April 30, 2011, 2012 and 2013, as set forth in the Merger Agreement (“ Earnout ”).

On April 30, 2011, the parties entered into an amendment (“ Merger Amendment ”) to the Merger Agreement (and to the related registration rights agreement that was entered into by the Plastec Shareholders in connection with the Merger Agreement) to remove the Earnout and to issue an aggregate of 7,486,845 Ordinary Shares to the Plastec Shareholders on the date of the Merger Amendment.  The parties determined to enter into the Merger Amendment to simplify the structure of the transaction based on feedback from the Company’s current and potential investors.  Although the parties believe that Plastec would have reasonably likely met all three of the applicable net income targets set forth in the Merger Agreement, the parties determined to discount the number of shares issued to the Plastec Shareholders representing the 2013 net income target by more than 50% from the amount that was originally contemplated under the Earnout for time value, as well as due to the uncertainty of Plastec actually achieving the 2013 net income target since it was so far in the future and macroeconomic conditions are always subject to change based on factors outside of the Company’s control.

The related registration rights agreement was also amended (“ Registration Rights Amendment ”) in connection with the Merger Amendment in order to remove the references to the Earnout.

A press release announcing the above-referenced amendments was issued by the Company on May 3, 2011.  A copy of the press release is attached to this report as Exhibit 99.1.

The foregoing summaries of the Merger Amendment and the Registration Rights Amendment are qualified in their entirety by reference to the text of the Merger Amendment and Registration Rights Amendment which are attached as exhibits hereto and are incorporated herein by reference.  Furthermore, the above is in no way intended to provide guidance as to the Company’s expected results of operations and should not be relied upon as such in any way.
 
Exhibits

Exhibit
 
Description
     
2.1
 
Amendment No. 2 to Amended and Restated Agreement and Plan of Reorganization.
     
10.1
 
Amendment No. 1 to Registration Rights Agreement.
     
99.1
 
Press release dated May 3, 2011
 
 
 
 

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 hereunto duly authorized.

Dated:    May 3, 2011
 
 
PLASTEC TECHNOLOGIES, LTD.
   
 
By: 
/s/ Kin Sun Sze-To
   
Name: Kin Sun Sze-To
   
Title: Chief Executive Officer
 
 
 
 
 
AMENDMENT NO. 2 TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
 
 
This AMENDMENT NO. 2 to the AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this “ Amendment No.2 ”) is entered into as of April 30, 2011 by and among Plastec Technologies, Ltd. (formerly GSME Acquisition Partners I (the “Company”)), Plastec International Holdings Limited (“Plastec”), Sun Yip Industrial Company Limited, Tiger Power Industries Limited, Expert Rank Limited, Fine Colour Limited, Cathay Plastic Limited, Greatest Sino Holdings Limited, Colourful Asia International Limited and Top Universe Management Limited.  Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
 
WHEREAS, the parties entered into that certain Amended and Restated Agreement and Plan of Reorganization dated as of September 13, 2010, as amended on December 9, 2010 (the “ Merger Agreement ”), providing for the merger of GSME Sub with and into Plastec with Plastec surviving as a wholly owned subsidiary of GSME;
 
WHEREAS, the parties consummated the transactions contemplated by the Merger Agreement on December 16, 2010;
 
WHEREAS, the Merger Agreement provided for the issuance to the Plastec Shareholders of an aggregate of up to 9,723,988 Earnout Shares if Merged Plastec met all of the Net Income Targets for the fiscal years ended April 30, 2011, 2012 and 2013;
 
WHEREAS, the parties believe that it is highly likely that the 2011 Net Income Target will be met, have reasonable confidence that the 2012 Net Income Target will be achieved and believe there is a reasonable likelihood that the 2013 Net Income Target may be met; and
 
WHEREAS, in order to simplify the Company’s capitalization structure, and based on the likelihood of attaining the Net Income Targets, the parties wish to amend the terms of the Merger Agreement pursuant to Section 11.11 of the Merger Agreement to provide for a complete removal of the requirement to issue Earnout Shares at a later date and for the issuance of a certain number of Ordinary Shares to the Plastec Shareholders as of the date of this Amendment No. 2 instead.
 
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.   Section 1.3(a)(ii) is hereby deleted in its entirety and replaced with the following:
 
“An aggregate of an additional 7,486,845 GSME Shares shall be issued to the Plastec Shareholders on April 30, 2011 of which (I) an aggregate of 5,879,767 GSME Shares shall be issued to the Insiders with Expert receiving 143,629 GSME Shares, Sun Yip receiving 4,636,142 GSME Shares, Fine Colour receiving 295,542 GSME Shares and Tiger receiving 804,454 GSME Shares, (II) an aggregate of 581,657 GSME Shares shall be issued to Cathay and (III) an aggregate of 1,025,421 GSME Shares shall be issued to the Investors, with Top receiving 552,414 GSME Shares, Greatest receiving 104,961 GSME Shares and Colourful receiving 368,046 GSME Shares.”
 
 
 
 
2.   Section 1.8, the first 3 sentences of Section 1.11 and Schedule 1.8 are hereby deleted in their entirety.
 
3.   References to “GSME Shares and/or Earnout Shares” used throughout the Merger Agreement shall hereafter be taken to refer solely to “GSME Shares” and references to the timing and nature of the issuance of such shares shall hereafter refer solely to such shares as being issued under the Merger Agreement and this Amendment No.2 as opposed to any specific time or date.
 
4.   Section 5.3 is hereby deleted in its entirety and replaced with the following:
 
“5.3            Sale Restriction .
 
(a)  Subject to Section 5.3(c) and Section 5.4, each of the Plastec Shareholders agrees to the following restrictions on the sale of GSME Shares that it receives hereunder:
 
(i)  For a period of one hundred and eighty (180) days from the Closing Date, Sun Yip and Tiger shall not Sell any GSME Shares they receive hereunder; provided, however, that Sun Yip and Tiger shall be required to hold until April 30, 2013, a minimum of 3,345,139 GSME Shares;
 
(ii)  For a period of one hundred and eighty (180) days from the Closing Date, Cathay shall not Sell any GSME Shares it receives hereunder. On the one hundred eighty first (181st) day after the Closing Date through and including the three hundredth (300th) day after the Closing Date, Cathay shall have the right to Sell 1,163,314 GSME Shares. On the date that is three hundred and one (301) days after the Closing Date, Cathay shall have the right to Sell 2,326,628 GSME Shares. On the date that is four hundred and twenty (420) days from the Closing Date, Cathay shall have the right to sell 2,908,285 GSME Shares. At any point thereafter, Cathay may Sell any GSME Shares at its discretion. Notwithstanding the foregoing and to the extent not already sold, Cathay shall be permitted to Sell up to 727,071 GSME Shares at any time once the Average Closing Price (defined in Section 5.3(a)(iv)) of the GSME Shares equals or exceeds twelve dollars ($12.00) in any continuous thirty (30) trading day period (“Period”), up to an additional 727,071 GSME Shares at any time once the Average Closing Price of the GSME Shares equals or exceeds fourteen dollars ($14.00) in any Period, up to an additional 727,071 GSME Shares at any time when the Average Closing Price of the GSME Shares equals or exceeds sixteen dollars ($16.00) in any Period, and up to the final 727,072 GSME Shares it receives pursuant to this Agreement at any time when the Average Closing Price of the GSME Shares equals or exceeds twenty dollars ($20.00) in any Period; and
 
 
2
 
(iii)  For a period of one hundred and eighty (180) days from the Closing Date, Expert, Fine Colour and each Investor shall not Sell any GSME Shares it is issued on the Closing Date under Section 1.3(a)(i). For a period of one hundred and eighty (180) days from April 30, 2011, Expert, Fine Colour and each Investor shall not Sell any GSME Shares it is issued on April 30, 2011 under Section 1.3(a)(ii).
 
(iv)  “Average Closing Price” shall mean the average closing price of GSME Shares on its principal trading exchange.
 
(b)  Certificates representing GSME Shares issued pursuant to this Agreement shall bear a prominent legend to the effect of the foregoing provisions of this Section 5.3.
 
(c)  The GSME Committee shall have the right, in its sole discretion, to consent, in writing, to any Sale in excess of the limits set forth in this Section 5.3. If a Plastec Shareholder desires to Sell GSME Shares in excess of the amounts set forth above, such Plastec Shareholder shall notify the GSME Committee in writing of such intent (the “Sale Request”). The GSME Committee shall respond to such Plastec Shareholder’s Sale Request, in the affirmative or the negative, within ten (10) Business Days of its receipt of the Sale Request.”
 
5.   Except as specifically provided in this Amendment No. 2, no provision of the Merger Agreement is modified, changed, waived, discharged or otherwise terminated and the Merger Agreement shall continue to be in full force and effect.  This Amendment No. 2 constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.  This Amendment No. 2 may be executed and delivered (including by facsimile) in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
 

 
[ Remainder of Page Left Blank Intentionally ]
 
 
 
3
 
 
IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.
 
 
PLASTEC TECHNOLOGIES, LTD.
   
   
 
By: Kin Sun Sze-To
 
Name: Kin Sun Sze-To
 
Title:
   
   
 
PLASTEC INTERNATIONAL
 
HOLDINGS LIMITED
   
   
 
By: Kin Sun Sze-To
 
Name: Kin Sun Sze-To
 
Title:
   
   
 
SUN YIP INDUSTRIAL COMPANY
 
LIMITED
   
   
 
By: Kin Sun Sze-To
 
Name: Kin Sun Sze-To
 
Title:
   
   
 
TIGER POWER INDUSTRIES LIMITED
   
   
 
By: Kin Sun Sze-To
 
Name: Kin Sun Sze-To
 
Title:
 
 
 
4
 
 
   
 
EXPERT RANK LIMITED
   
   
 
By: /s/ Ho Leung Ning
 
Name: Ho Leung Ning
 
Title:
   
   
 
FINE COLOUR LIMITED
   
   
 
By: /s/ Tan Chin Hien
 
Name: Tan Chin Hien
 
Title:
   
   
 
CATHAY PLASTIC LIMITED
   
   
 
By: Leung Ping Chung Hermann
 
Name: Leung Ping Chung Hermann
 
Title:
   
   
 
GREATEST SINO HOLDINGS LIMITED
   
   
 
By: /s/ Wong Mei Ling
 
Name: Wong Mei Ling
 
Title:
   
   
 
COLOURFUL ASIA INTERNATIONAL LIMITED
   
   
 
By: /s/ Tam Yuk Sang Sammy
 
Name: Tam Yuk Sang Sammy
 
Title:
   
   
 
TOP UNIVERSE MANAGEMENT LIMITED
   
   
 
By: /s/ Hung Kwok Wa
 
Name: Hung Kwok Wa
 
Title:
 
 
 
5
 
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
 
This Amendment No.1 to the Registration Rights Agreement (this “ Amendment No.1 ”) is made and entered into as of April 30, 2011, by and among Plastec Technologies, Ltd. (formerly GSME Acquisition Partners I), an exempted company organized under the laws of the Cayman Islands (the “ Company ”), and the undersigned parties listed under Investors on the signature page to this Amendment No.1 (each, an “ Investor ” and collectively, the “ Investors ”).  The Company and the Investors are hereinafter referred to as the “ Parties .”  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Registration Rights Agreement (defined below).
 
RECITALS
 
WHEREAS, the Parties entered into a Registration Rights Agreement dated as of December 16, 2010 (the “ Registration Rights Agreement ”) pursuant to that certain Amended and Restated Agreement and Plan of Reorganization, dated as of September 13, 2010, as amended on December 9, 2010 (the “ Merger Agreement ”), among the Company, GSME Acquisition Partners I Sub Limited, Plastec International Holdings Limited and the Investors;
 
WHEREAS , the Parties are entering into an amendment to the Merger Agreement as of the date hereof (the “ Amendment No.2 to the Merger Agreement ”) to remove the requirement to issue Earnout Shares (as defined in the Merger Agreement) at a later date and instead issue a certain number of Ordinary Shares to the Investors on the date hereof;
 
WHEREAS , pursuant to Section 6.7 of the Registration Rights Agreement, no amendment of the Registration Rights Agreement will be binding on any party unless executed in writing by such party; and
 
WHEREAS , the Parties wish to amend the Registration Rights Agreement as set forth herein.
 
NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
 
1.           The first sentence of the definition of “Registrable Securities” contained in Section 1 of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following:
 
“ Registrable Securities ” means all of the Ordinary Shares issued to the Investors pursuant to the Merger Agreement, as further amended by Amendment No.2 to the Merger Agreement.
 
2.           Except as specifically provided in this Amendment, no provision of the Registration Rights Agreement is modified, changed, waived, discharged or otherwise terminated and the Registration Rights Agreement shall continue to be in full force and effect.
 
 
 
 

This Amendment No.1 constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.  This Amendment No.1 may be executed and delivered (including by facsimile) in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
 
[ Signature page follows ]

 
 
 

IN WITNESS WHEREOF , the parties have caused this Amendment No. 1 to the Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

   
PLASTEC TECHNOLOGIES, LTD.
     
 
By:
/s/ Kin Sun Sze-To
   
Name: Kin Sun Sze-To
   
Title:
     
   
INVESTORS:
     
   
SUN YIP INDUSTRIAL COMPANY
   
LIMITED
     
   
By:
Kin Sun Sze-To
   
Name: Kin Sun Sze-To
   
Title:
     
   
TIGER POWER INDUSTRIES LIMITED
     
   
By:
Kin Sun Sze-To
   
Name: Kin Sun Sze-To
   
Title:
 
 
 
 

 
 
EXPERT RANK LIMITED
   
 
By: 
/s/ Ho Leung Ning
 
Name: Ho Leung Ning
 
Title:
   
 
FINE COLOUR LIMITED
   
 
By:
/s/ Tan Chin Hien
 
Name: Tan Chin Hien
 
Title:
   
 
CATHAY PLASTIC LIMITED
   
 
By:
Leung Ping Chung Hermann
 
Name: Leung Ping Chung Hermann
 
Title:
   
 
GREATEST SINO HOLDINGS LIMITED
   
 
By:
/s/ Wong Mei Ling
 
Name: Wong Mei Ling
 
Title:
   
 
COLOURFUL ASIA INTERNATIONAL LIMITED
   
 
By:
/s/ Tam Yuk Sang Sammy
 
Name: Tam Yuk Sang Sammy
 
Title:
 
 
 
 

 
TOP UNIVERSE MANAGEMENT LIMITED
   
 
By: 
/s/ Hung Kwok Wa
 
Name: Hung Kwok Wa
 
Title:
 
 
 
 
Plastec Technologies, Ltd.

PLASTEC TECHNOLOGIES CANCELS EARN-OUT PROVISION

Cancellation to Reduce Potential Dilution While Simplifying Capital Structure
 
Hong Kong – May 3, 2011 – Plastec Technologies, Ltd. (OTCBB: PLTYF, PLTEF, PLTWF) (the “Company”) , an integrated plastic manufacturing services provider that operates in the People’s Republic of China through its wholly owned subsidiary, Plastec International Holdings Limited (“Plastec”), today announced that it has cancelled the earn-out share provision (“Earn-out”) originally contained in the amended and restated agreement and plan of reorganization (“Merger Agreement”) entered into in connection with its initial business combination completed in December 2010.

On April 30, 2011, the parties to the Merger Agreement entered into an amendment to such agreement to remove the Earn-out.  The Earn-out contained in the Merger Agreement originally provided for the issuance to the former shareholders of Plastec of up to an additional 9,723,988 Ordinary Shares upon achievement by Plastec of certain net income targets for the years ended April 30, 2011, 2012 and 2013.  Pursuant to the amendment, the Company cancelled the Earn-out and instead issued an aggregate of 7,486,845 Ordinary Shares to the former shareholders of Plastec as of the date of the amendment.

The parties entered into the amendment in order to simplify the structure of the transaction based on feedback from the Company’s current and potential investors.  Although the parties believe that Plastec would have reasonably likely met all three of the applicable net income targets set forth in the Merger Agreement, the parties determined to discount the number of shares issued to the Plastec Shareholders representing the 2013 net income target by more than 50% from the amount that was originally contemplated under the Earn-out for time value, as well as due to the uncertainty of Plastec actually achieving the 2013 net income target since it was so far in the future and macroeconomic conditions were always subject to change based on factors outside of the Company’s control.  As a result of the amendment, the Company will have 16,733,196 Ordinary Shares outstanding.

Mr. Kin Sun Sze-To, Chairman of Plastec, stated, “We expect that the cancellation of this future annual incentive share plan will reduce the potential dilutive effects of such issuances on Plastec’s issued and outstanding shares.  After discussing with our management team and Board of Directors, and listening to feedback from Plastec’s investors over the past several months, we decided to amend the terms of our original agreement.  We believe that this will materially improve our capital structure by eliminating the last SPAC transaction overhang, and enable management to focus on achieving the Company’s long-term growth targets.  For the nine months ended January 31, 2011, net income was $16.0 million, or $2.15 per share based on a weighted average number of diluted shares outstanding of 7.4 million.  Our financial position is very strong, with approximately $28.3 million in cash as of January 31, 2011, and a continued record of generating free cash flow while still regularly investing in our business.”

About Plastec
Originally founded in 1993 by Chairman and CEO, Mr. Kin Sun Sze-To, Plastec is an integrated plastic manufacturing services provider that operates in the People’s Republic of China through its wholly owned subsidiaries.  With over 4,600 employees, Plastec currently operates 6 separate, high-output, low-defect facilities (over 159,000 square meters) in 5 locations in Guangdong province in Southern China and Jiangsu province in Eastern China.  Plastec provides precision plastic manufacturing services from mold design and fabrication, plastic injection manufacturing to secondary-process finishing, as well as parts assembly.
 
 
 
 
 
Plastec Technologies Ltd.
Page 2
May 3, 2011
 
 
Forward Looking Statements
This press release contains “forward-looking statements.”  These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.  Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.  Furthermore, this press release is in no way intended to provide guidance as to the Company’s expected results of operations and should not be relied upon as such in any way.


### #### ###

CONTACT:
Plastec Technologies, Ltd.
Eli D. Scher
Director
eli@plastec.com.hk

HL Ning
Chief Financial Officer
ning@plastec.com.hk

INVESTOR RELATIONS:
The Equity Group Inc.
Adam Prior
Vice President
(212) 836-9606
aprior@equityny.com

Katherine Yao
Account Executive
kyao@equityny.com