6-K 1 btl6koct2010.txt 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 October 2010 Commission File Number 0-21874 Berkeley Technology Limited (Exact name of registrant as specified in its charter) One Castle Street St. Helier, Jersey JE2 3RT Channel Islands (Address of principal executive office) 011 44 (1534) 607700 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F of 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):[ ] Indicate by check mark whether the registrant by furnishing the information contained in the 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, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____________ FOR IMMEDIATE PRESS RELEASE October 29, 2010 Berkeley Technology Limited London, October 29, 2010 - Berkeley Technology Limited (London: BEK.L) (the "Company") is an international venture capital consulting company incorporated under the laws of Jersey, Channel Islands, with an office in San Francisco, California. NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Berkeley Technology Limited will be held at Ogier, Ogier House, The Esplanade, St. Helier, Jersey, Channel Islands on Tuesday, 23 November 2010 at 9:00 a.m. (local time) for the following purposes: Special Resolution That the Company be wound up summarily, subject to the Companies (Jersey) Law 1991, and that the Company distribute its assets among members according to their rights and interests in the Company. By Order of the Board /s/ Robert A. Cornman Robert A. Cornman, Secretary October 22, 2010 Notes 1. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a member of the Company. A form of proxy is enclosed for use at the Extraordinary General Meeting for holders of Ordinary Shares. 2. To be valid, the form of proxy must be lodged with the Company not less than 48 hours before the time fixed for the meeting. Please send your completed proxy to: Robert Cornman, Secretary, Berkeley Technology Limited, P.O. Box 715, Jersey JE4 OPX, Channel Islands. 3. No director has a contract of service with the Company. 4. If you have sold or otherwise transferred all of your shares in Berkeley Technology Limited, you should send this document together with the accompanying form of proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. 22 October 2010 Dear Shareholders, As I am sure you are aware, the continued operation of the company, with its complex corporate structure, has been consuming valuable corporate cash. Our current corporate structure is expensive, very complex and inappropriate for a company of our size. We believe that a move to eliminate that structure is now appropriate. After careful consideration, our Board of Directors has unanimously determined that a summary wind up of the company is in the best interests of the shareholders. Accordingly the Board is requesting shareholder approval of a special resolution to wind up the company and distribute its assets among the shareholders according to each shareholder's ownership in the company. To vote on the special resolution, please either attend the extraordinary general meeting of the company to be held on 23 November 2010 at 9:00 a.m., or ensure that you send back your signed enclosed proxy card to the attention of: Robert Cornman, Secretary, Berkeley Technology Limited, P.O. Box 715, Jersey JE4 OPX, Channel Islands. If the resolution is passed, I will write you further on our plans for the distribution of the company's cash and procedures to claim your entitlement. Sincerely, /s/ arthur I. Trueger Arthur I. Trueger Chairman Berkeley Technology Limited Proxy Card For holders of Ordinary Shares Extraordinary General Meeting 9:00 a.m. on 23 November 2010 This Proxy is solicited on behalf of the Company's Board of Directors. I/We, the undersigned, being (a) Member(s) of the above named Company, hereby appoint Arthur I. Trueger, the Chairman of the Company, or, failing him, Victor A. Hebert, or, failing him, The Viscount Trenchard, Director of the Company, or, failing him, the Chairman of the Meeting, or (SEE NOTE 3) ............................................ as my/our proxy to speak and to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held on 23 November 2010 and at any adjournment thereof. PLEASE USE BLOCK CAPITALS FULL NAME(S) OF HOLDER(S) (AND A/C DESIGNATION, IF ANY) ................................................................................ ADDRESS ................................................................................ ................................................................................ ................................................................................ SPECIAL RESOLUTION FOR AGAINST ABSTAIN ................................................................................ That the Company be wound up summarily, subject to the Companies (Jersey) Law 1991, and that the Company distribute its assets among members according to their rights and interests in the Company. ................................................................................ NOTES 1. This proxy card must (a) in the case of an individual be signed by the appointer or his/her attorney and (b) in the case of a corporation be under the Common Seal or under the hand of a duly authorized officer or attorney. 2. In the case of joint holders, the signature of any one of the holders will be sufficient, but the names of all joint holders should be stated. 3. If you wish to appoint some person(s) other than those stated to represent you at the meeting, delete as appropriate and insert the name(s) of the person(s) desired in the space provided. 4. To be valid, all proxy forms must be returned to reach the Company not less than 48 hours before the time fixed for the meeting. Please send your completed proxy to: Robert Cornman, Secretary, Berkeley Technology Limited, P.O. Box 715, Jersey JE4 OPX, Channel Islands. 5. Completion and return of the form of proxy does not prevent a shareholder from attending and voting at the meeting should he/she subsequently wish to do so. 6. If any other matters are properly presented at the Extraordinary General Meeting, this proxy will be voted on such matters by the proxy named herein in accordance with the proxy's best judgment. This Notice of EGM, Chairman's Letter and Proxy are filed in accordance with the Disclosure and Transparency Rules of the Financial Services Authority in the U.K. ********** Please address any inquiries to: Robert A. Cornman Jersey (0)1534 607700 Company Secretary Berkeley Technology Limited Notice of EGM, Chairman's Letter & Proxy A copy of the above documents will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do.

June 30, December 31, 2010 2009 ------------- ------------- ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 10,338 $ 11,480 Accounts receivable, less allowances of $0 as of June 30, 2010 and December 31, 2009 93 141 Prepaid expenses and deposits 46 68 ------------- ------------- Total current assets 10,477 11,689 Private equity investments (at lower of cost or estimated fair value) 1,469 1,469 Property and equipment, net of accumulated depreciation of $181 as of June 30, 2010 and December 31, 2009 3 6 ------------- ------------- Total assets $ 11,949 $ 13,164 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 350 $ 417 ------------- ------------- Total current liabilities 350 417 ------------- ------------- Commitments and contingencies (Note 7) Shareholders' equity: Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized; 64,439,073 shares issued and outstanding as of June 30, 2010 and December 31, 2009 3,222 3,222 Additional paid-in capital 67,925 67,915 Retained earnings 3,153 4,607 Employee benefit trusts, at cost (16,967,547 and 13,522,381 shares as of June 30, 2010 and December 31, 2009, respectively) (62,701) (62,598) Accumulated other comprehensive loss - (399) ------------- ------------- Total shareholders' equity 11,599 12,747 ------------- ------------- ------------- ------------- Total liabilities and shareholders' equity $ 11,949 $ 13,164 ============= =============

Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ------------------------------- 2010 2009 2010 2009 ------------- ------------- ------------- ------------- Revenues: Consulting fees $ 96 $ 150 $ 212 $ 247 ------------- ------------- ------------- ------------- Total revenues 96 150 212 247 Operating expenses: Cost of services 163 205 302 409 Selling, general and administrative expenses 413 701 979 1,365 ------------- ------------- ------------- ------------- Total operating expenses 576 906 1,281 1,774 ------------- ------------- ------------- ------------- Operating loss (480) (756) (1,069) (1,527) Interest income 9 7 16 14 Net realized investment loss - - - (200) Net realized foreign currency translation loss - - (399) - ------------- ------------- ------------- ------------- Loss before income tax expense (471) (749) (1,452) (1,713) Income tax expense - - 2 2 ------------- -------------- ------------- ------------- Net loss $ (471) $ (749) $ (1,454) $ (1,715) ============= ============== ============= ============= Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.03) ============= ============== ============= =============

Six Months Ended June 30, ---------------------------- 2010 2009 ------------ ----------- Cash flows from operating activities: Net loss $ (1,454) $ (1,715) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3 2 Net realized investment loss - 200 Share based compensation 10 32 Net realized foreign currency translation loss 399 - Net changes in operating assets and liabilities: Accrued investment income - 1 Accounts receivable and other assets 70 82 Accounts payable, accruals and other liabilities (65) (8) ------------ ----------- Net cash used in operating activities (1,037) (1,406) ------------ ----------- Cash flows from financing activities: ESOT purchase of Berkeley Technology Limited Ordinary Shares (103) - Insurance policyholder benefits - (74) ------------ ----------- Net cash used in financing activities (103) (74) ------------ ----------- Effect of exchange rate changes on cash (2) 12 ------------ ----------- Net decrease in cash and cash equivalents (1,142) (1,468) Cash and cash equivalents at beginning of period 11,480 13,681 ------------ ----------- ------------ ----------- Cash and cash equivalents at end of period $ 10,338 $ 12,213 ============ =========== Supplemental disclosure of non-cash operating activities: Realization of accumulated foreign currency translation adjustment $ 399 $ - Exchange of receivable from consulting client for additional private equity investment in consulting client $ - $ 57

Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ----------------------------- 2010 2009 2010 2009 ------------ ------------- ------------- ------------ (In thousands, except per share amounts) Net loss $ (471) $ (749) $ (1,454) $ (1,715) ============ ============= ============= ============ Basic and diluted loss per share: Weighted-average number of Ordinary Shares outstanding, excluding shares held by the employee benefit trusts 47,472 50,917 49,194 50,917 ============ ============= ============= ============ Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.03) $ (0.03) ============ ============= ============= ============

Quoted Prices In Active Significant Markets For Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total --------------- --------------- -------------- -------------- (In thousands) As of June 30, 2010 Money market mutual funds $ - $ 1 $ - $ 1 =============== =============== ============== ============== As of December 31, 2009 Money market mutual funds $ - $ 4,008 $ - $ 4,008 =============== =============== ============== ==============

Quoted Prices In Active Significant Markets For Other Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total --------------- --------------- -------------- -------------- (In thousands) As of June 30, 2010 Private equity investments $ - $ - $ 1,469 $ 1,469 =============== =============== ============== ============== As of December 31, 2009 Private equity investments $ - $ - $ 1,469 $ 1,469 =============== =============== ============== ==============

June 30, December 31, 2010 2009 ---------------- ---------------- (In thousands) Jersey $ 4,176 $ 4,953 United States 7,773 8,211 ---------------- ---------------- ---------------- ---------------- Consolidated total assets $ 11,949 $ 13,164 ================ ================

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