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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
Peak International Limited
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
G69586 10 8
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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.: G69586 10 8 13G Page 2 of 9 Pages
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1. Names of Reporting Persons: Costa Brava Partnership III L.P.
I.R.S. Identification Nos. of above persons (entities only): 04-3387028
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization: A Delaware limited partnership
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Number of 5. Sole Voting Power: 753,412
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Reporting 7. Sole Dispositive Power: 753,412
Person With --------------------------------------------------------
8. Shared Dispositive Power: -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 767,800(1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):____
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11. Percent of Class Represented by Amount in Row (9): 6.2%(2)
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12. Type of Reporting Person (See Instructions): PN
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(1) The Reporting Persons were the beneficial owners of 767,800 shares of the
Issuer's Common Stock, $0.01 par value on December 31, 2006.
(2) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $0.01 par value is based upon 12,420,389 issued and outstanding
shares as of February 7, 2006, as reported by the Issuer in its filing on
Form 10-Q for the fiscal quarter ended December 31, 2006.
CUSIP No.: G69586 10 8 13G Page 3 of 9 Pages
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1. Names of Reporting Persons: Roark, Rearden & Hamot, LLC
I.R.S. Identification Nos. of above persons (entities only): 10-0000708
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization: A Delaware limited liability company
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Number of 5. Sole Voting Power: 753,412
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Reporting 7. Sole Dispositive Power: 753,412
Person With --------------------------------------------------------
8. Shared Dispositive Power: -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 767,800(1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):____
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11. Percent of Class Represented by Amount in Row (9): 6.2%(2)
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12. Type of Reporting Person (See Instructions): OO - Other
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(1) The Reporting Persons were the beneficial owners of 767,800 shares of the
Issuer's Common Stock, $0.01 par value on December 31, 2006.
(2) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $0.01 par value is based upon 12,420,389 issued and outstanding
shares as of February 7, 2006, as reported by the Issuer in its filing on
Form 10-Q for the fiscal quarter ended December 31, 2006.
CUSIP No.: G69586 10 8 13G Page 4 of 9 Pages
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1. Names of Reporting Persons: Seth W. Hamot
I.R.S. Identification Nos. of above persons (entities only):
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization: A United States citizen
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Number of 5. Sole Voting Power: 767,800(1)
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Reporting 7. Sole Dispositive Power: 767,800(1)
Person With --------------------------------------------------------
8. Shared Dispositive Power: -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 767,800(1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):____
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11. Percent of Class Represented by Amount in Row (9): 6.2%(2)
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12. Type of Reporting Person (See Instructions): IN, HC
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(1) The Reporting Persons were the beneficial owners of 767,800 shares of the
Issuer's Common Stock, $0.01 par value on December 31, 2006.
(2) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $0.01 par value is based upon 12,420,389 issued and outstanding
shares as of February 7, 2006, as reported by the Issuer in its filing on
Form 10-Q for the fiscal quarter ended December 31, 2006.
Item 1.
(a) Name of Issuer:
Peak International Limited
(b) Address of Issuer's Principal Executive Offices:
Flat E & F, 19/F., CDW Building, 388 Castle Peak Road
Tsuen Wan, New Territories
Hong Kong
Item 2.
(a) Name of Person Filing:
The name of the person filing is Costa Brava Partnership III
L.P. Seth W. Hamot is the president of Roark, Rearden & Hamot, LLC,
which is the general partner of Costa Brava Partnership III L.P. Each
of the parties listed in the immediately preceding sentence is referred
to individually as a "Reporting Person" and collectively as the
"Reporting Persons." All of the shares of Common Stock, par value $0.01
per share that were beneficially owned by the Reporting Persons were
held by Costa Brava Partnership III L.P.
(b) Address of Principal Business Office or, if None, Residence:
The principal business address of each of Costa Brava
Partnership III L.P., Seth W. Hamot, and Roark, Rearden & Hamot, LLC is
420 Boylston Street, Boston, MA 02116.
(c) Citizenship:
Costa Brava Partnership III L.P. is a Delaware limited
partnership. Roark, Rearden & Hamot, LLC is a Delaware limited
liability company. Seth W. Hamot is a United States citizen.
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number:
G69586 10 8
Page 5 of 9 Pages
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d- 1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with ss. 240.13d- 1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Not Applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) through (c):
The information requested hereunder is set forth in Items 5 through 9
and 11 of the cover pages to this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Page 6 of 9 Pages
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
The Reporting Persons have agreed that this Schedule may be filed by Costa Brava
Partnership III L.P. on behalf of all of them jointly pursuant to Rule
13d-1(k)(1). A copy of such agreement is attached as an Exhibit to this
Schedule.
Page 7 of 9 Pages
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: February 14, 2007
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COSTA BRAVA PARTNERSHIP III L.P.
By: Roark, Rearden & Hamot, LLC,
its General Partner
By: /s/ SETH W. HAMOT
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Name: Seth W. Hamot
Title: President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 8 of 9 Pages
EXHIBIT INDEX
Exhibit 1 Agreement Regarding the Joint Filing of Schedule 13G
Page 9 of 9 Pages
Exhibit 1
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AGREEMENT REGARDING
THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this
Exhibit is attached, and such Schedule 13G is filed on behalf of each of them;
and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and
any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Dated: February 14, 2007
COSTA BRAVA PARTNERSHIP III L.P.
By: Roark, Rearden & Hamot, LLC, its
General Partner
By: /s/ SETH W. HAMOT
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Name: Seth W. Hamot
Title: President
ROARK, REARDEN & HAMOT, LLC
By: /s/ SETH W. HAMOT
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Name: Seth W. Hamot
Title: President
SETH W. HAMOT
By: /s/ SETH W. HAMOT
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Seth W. Hamot