TCPI / TCP International Holdings Ltd. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

TCPI / TCP International Holdings Ltd. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-36521 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as

TCPI / TCP International Holdings Ltd. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 9, 2018 Registration No.

TCPI / TCP International Holdings Ltd. / Yan Ellis - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TCP INTERNATIONAL HOLDINGS LTD. (Name of Issuer) Common Shares, par value CHF 1.00 per share (Title of Class of Securities) H84689100 (CUSIP Number) Ira Kaplan Benesch, Friedlander, Coplan & Aronoff LLP 200 Public Square, Suite 2300 Cleveland, O

AMENDED AND RESTATED JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 AMENDED AND RESTATED JOINT FILING AGREEMENT This Amended and Restated Joint Filing Agreement (the “Agreement”) amends and restates in its entirety the Joint Filing Agreement among certain of the parties hereto dated January 21, 2016. In accordance with Rule 13d-1(k) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the jo

POWER OF ATTORNEY

EX-99.8 Exhibit 8 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Ira Kaplan of Benesch, Friedlander, Coplan & Aronoff LLP (the Company) the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the SEC)

Financial Statements and Exhibits

8-K/A 1 a8-kamergeragreement.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment #1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2017 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 No

SUPPORT AGREEMENT

Exhibit Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement dated as of December 12, 2017 (this ? Support Agreement ?), is entered into between the persons listed on Annex A , (each, a ? Yan Shareholder ? and collectively, the ? Yan Shareholders ?) and TCP International Holdings Ltd., a Swiss company limited by shares (? TCPI ?). WHEREAS, as of the date hereof, each Yan Shareholder is the owner

TABLE OF CONTENTS

Exhibit Exhibit 2.1 Merger Agreement Dated December 12, 2017 Between TCP International Holdings Ltd. c/o SEFID Treuhand AG Alte Steinhauserstrasse 1 6330 Cham Switzerland a company limited by shares ( Aktiengesellschaft ) pursuant to art. 620 ff. CO having its seat in Cham (? TCPI ?) And Quality Light Source GmbH , in formation 300 Lena Drive Aurora, OH 44202 USA a Swiss limited liability company

TCP International Holdings, Ltd. Agrees to Merger

Exhibit Exhibit 99.1 TCP International Holdings, Ltd. Agrees to Merger Aurora, Ohio ? December 13, 2017 ? TCP International Holdings, Ltd. (TCP) today announced that it has entered into a definitive merger agreement pursuant to which, and subject to the terms and conditions set forth therein, a group controlled by Ellis Yan and Solomon Yan will acquire all TCP shares not owned by the buyers or the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2017 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of in

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: December 5, 2017 (Date of earliest event reported: November 29, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other

TCPI / TCP International Holdings Ltd. NT 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): ?Form 10-K ?Form 20-F ?Form 11-K x Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: September 30, 2017 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Trans

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: November 1, 2017 (Date of earliest event reported: October 26, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other j

Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: October 17, 2017 (Date of Earliest Event Reported: October 16, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdicti

TCP International Holdings DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

TCP International Holdings PRE 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

TCP International Holdings NT 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): □Form 10-K □Form 20-F □Form 11-K x Form 10-Q □Form 10-D □Form N-SAR □Form N-CSR For Period Ended: June 30, 2017 □Transition Report on Form 10-K □Transition Report on Form 20-F □Transition Report on Form 11-K □Transition

TCP International Holdings SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TCP INTERNATIONAL HOLDINGS LTD.

TCP International Holdings Ltd. Conflict Minerals Report

Exhibit 1.01 TCP International Holdings Ltd. Conflict Minerals Report This Conflict Minerals Report for TCP INTERNATIONAL HOLDINGS LTD. (hereafter "TCPI", "we", "us" or "our" covers the reporting period January 1, 2016 to December 31, 2016 and is presented in accordance with the Securities Exchange Act of 1934 Rule 13p-1 and the requirements of Form SD. This Conflict Minerals Report is filed as Ex

TCP International Holdings NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): □Form 10-K □Form 20-F □Form 11-K x Form 10-Q □Form 10-D □Form N-SAR □Form N-CSR For Period Ended: March 31, 2017 □Transition Report on Form 10-K □Transition Report on Form 20-F □Transition Report on Form 11-K □Transition Report

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: April 13, 2017 (Date of earliest event reported: April 12, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other juris

AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this ? Amendment ?) is made and entered into effective as of April 12, 2017, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (? TCP ?), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario c

TCP International Holdings NT 10-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): x Form 10-K ?Form 20-F ?Form 11-K ?Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: December 31, 2016 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transi

TCP Announces Withdrawal of Appeal of NYSE Delisting

Exhibit TCP Announces Withdrawal of Appeal of NYSE Delisting Aurora, Ohio (March 15, 2017) ? TCP International Holdings Ltd.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 form8-k03152017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: March 15, 2017 (Date of earliest event reported March 15, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (

February 21, 2017

Exhibit Exhibit 16.1 February 21, 2017 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for TCP International Holdings Ltd. (the Company) and, under the date of April 15, 2015, we reported on the consolidated financial statements of TCP International Holdings Ltd. and subsidiaries as of and for the years ended December 31, 201

Regulation FD Disclosure, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 form8k02212017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: February 21, 2017 (Date of Earliest Event Reported: February 14, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applic

TCP Announces Resignation of Its Independent Accountants; Work Continues on Remediation Plan

Exhibit Exhibit 99.1 TCP Announces Resignation of Its Independent Accountants; Work Continues on Remediation Plan Aurora, Ohio, February 21, 2017 - TCP International Holdings Ltd. (OTC: TCPIF) today disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (?SEC?) that KPMG LLP (?KPMG?) has resigned as the Company?s independent registered public accounting firm. K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: February 14, 2017 (Date of Earliest Event Reported: February 14, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other

TCP NAMES GONZAGA HOFSTATTER SENIOR VICE PRESIDENT OF OPERATIONS

Exhibit Exhibit 99.1 TCP NAMES GONZAGA HOFSTATTER SENIOR VICE PRESIDENT OF OPERATIONS AURORA, Ohio - February 14, 2017 - TCP International Holdings Ltd. (OTC: TCPIF) announced today that Gonzaga Hofstatter has been named Senior Vice President of Operations and will be responsible for overseeing the Company?s manufacturing facilities in China and its international supply chain. ?Gonzaga is an excel

Notice of Resignation

Exhibit Exhibit 17.2 Notice of Resignation TCPI Dear TCPI and the Board of Directors of TCPI: I hereby resign from all of the following positions with respect to the following companies: TCPI: Vice Chairman, Director; TCP Hong Kong Holding Company: Director Shanghai Qiangling Electronics Co., Ltd: Legal Representative, Director and the General Manager; Shanghai Tiancanbao Illuminating Electricals

January 31, 2017

Exhibit Exhibit 17.1 January 31, 2017 TCP International Holdings Ltd. Alte Steinhauserstrasse 1 6330 Cham, Switzerland Re: Resignation To the Board of Directors: Reference is made to TCP International Holdings Ltd., a Switzerland corporation ("TCPI", and together with all of TCPI's direct and indirect subsidiaries (collectively, the "Affiliates" ). The undersigned hereby resigns as (i) a director

TCP BOARD ELECTS GEORGE STRICKLER AS NEW CHAIRMAN TO REPLACE ELLIS YAN, NAMES BRIAN CATLETT AS CHIEF EXECUTIVE OFFICER AND ZACHARY GUZY AS CHIEF FINANCIAL OFFICER

Exhibit Exhibit 99.1 TCP BOARD ELECTS GEORGE STRICKLER AS NEW CHAIRMAN TO REPLACE ELLIS YAN, NAMES BRIAN CATLETT AS CHIEF EXECUTIVE OFFICER AND ZACHARY GUZY AS CHIEF FINANCIAL OFFICER AURORA, Ohio - February 3, 2017 - TCP International Holdings Ltd. (OTC: TCPIF) today announced that Ellis and Solomon Yan have resigned from the Board of Directors. The Board has elected George Strickler as Chairman,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k02032017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: February 3, 2017 (Date of Earliest Event Reported: January 31, 2017) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicab

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: January 24, 2017 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of incorporation or organization) (Commi

TCP Announces Inability to Meet Deadline to Regain Compliance with NYSE Continued Listing Standards; Common Stock to Begin Being Quoted on OTC Link

Exhibit Exhibit 99.1 TCP Announces Inability to Meet Deadline to Regain Compliance with NYSE Continued Listing Standards; Common Stock to Begin Being Quoted on OTC Link AURORA, Ohio, Nov. 21, 2016 - TCP International Holdings Ltd. (NYSE: TCPI) notified the New York Stock Exchange ("NYSE") today that it will be unable to complete the filing of its delinquent financial reports with the Securities an

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: November 22, 2016 (Date of earliest event reported: November 21, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other

TCP International Holdings NT 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): ?Form 10-K ?Form 20-F ?Form 11-K x Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: September 30, 2016 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Trans

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit Exhibit 99.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), entered into as of the latest date set forth on the signature page hereto, is retroactively effective as of September 26, 2016 (the ?Effective Date?) by and between Technical Consumer Products, Inc., a Delaware corporation (the ?Company?), as the empl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-k10212016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: October 21, 2016 (Date of earliest event reported October 19, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit Exhibit 99.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”), entered into as of the latest date set forth on the signature page hereto, is retroactively effective as of September 26, 2016 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), as the empl

TCP International Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: October 5, 2016 (Date of earliest event reported: September 29, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other

AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC. TECHNICAL CONSUMER PRODUCTS CANADA, INC. (BORROWERS) BOWMAN LAMPS, LLC (SUBSIDIARY GUARANTOR)

EX-10.1 2 amendedandrestatedrevolvin.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC. TECHNICAL CONSUMER PRODUCTS CANADA, INC. (BORROWERS) BOWMAN LAMPS, LLC (SUBSIDIARY GUARANTOR) September 29, 2016 TABLE OF CONTENTS I DEFINITIONS. 1 1.1. Accounting Terms 1 1.2.

TCP Announces Retirement of President of China Operations

Exhibit Exhibit 99.1 TCP Announces Retirement of President of China Operations AURORA, Ohio - August 31, 2016 - TCP International Holdings Ltd. (NYSE: TCPI) today announced that Solomon Yan has decided to retire from his position as President upon the expiration of his employment agreement on August 31, 2016. Mr. Yan?s duties will be assumed by other members of the executive management team. Mr. Y

TCP International Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2016 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of inco

TCP International Holdings NT 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): ?Form 10-K ?Form 20-F ?Form 11-K x Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: June 30, 2016 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition

TCP International Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 10, 2016 (Date of earliest event reported: August 4, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other juri

TCP Announces Resignation of K.R. “Kaj” den Daas as CEO and Appointment of Brian Catlett as Interim CEO; Provides Update on Audit Committee Investigation

Exhibit Exhibit 99.1 TCP Announces Resignation of K.R. ?Kaj? den Daas as CEO and Appointment of Brian Catlett as Interim CEO; Provides Update on Audit Committee Investigation AURORA, Ohio - August 10, 2016 - TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced that Chief Executive Officer K.R. ?Kaj? d

TCP International Holdings NT 10-Q

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): ?Form 10-K ?Form 20-F ?Form 11-K x Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: March 31, 2016 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Trans

TCP Regains Compliance with NYSE Minimum Share Price Listing Requirement

EX-99.1 2 a991pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 TCP Regains Compliance with NYSE Minimum Share Price Listing Requirement Aurora, Ohio (April 4, 2016) - TCP International Holdings Ltd. (NYSE: TCPI) today announced that it received notification from the New York Stock Exchange (“NYSE”) on April 1, 2016, that the Company has regained compliance with the NYSE’s continued listing standard for

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: April 4, 2016 (Date of earliest event reported: April 1, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction

TCP International Holdings NT 10-K

NT 10-K 1 nt10-k12312015.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): xForm 10-K □Form 20-F □Form 11-K □Form 10-Q □Form 10-D □Form N-SAR □Form N-CSR For Period Ended: December 31, 2015 □Transition Report on Form 10-K □Transition Report on Form 20-F □Transition

STATUTEN TCP INTERNATIONAL HOLDINGS LTD.

Exhibit Exhibit 99.1 STATUTEN DER TCP INTERNATIONAL HOLDINGS LTD. ARTICLES OF ASSOCIATION OF TCP INTERNATIONAL HOLDINGS LTD. I. Grundlage I. General Provisions Artikel 1. Firma, Sitz Article 1. Corporate Name, Registered Office Unter der Firma TCP International Holdings Ltd. (TCP International Holdings AG) besteht eine Aktiengesellschaft gem?ss Art. 620 ff. OR mit Sitz in Cham/ ZG. Die Dauer der G

TCP International Holdings 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: March 23, 2016 (Date of earliest event reported March 22, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdictio

TCP International Holdings 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: March 9, 2016 (Date of earliest event reported March 7, 2016) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit Exhibit 99.1 EXECUTION VERSION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), entered into as of the latest date set forth on the signature page hereto, is retroactively effective as of December 31, 2015 (the ?Effective Date?) by and between Technical Consumer Products, Inc., a Delaware corporation (the ?Compa

POWER OF ATTORNEY

EX-99.5 Exhibit 5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Ira Kaplan of Benesch, Friedlander, Coplan & Aronoff LLP (the Company) the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the SEC)

TCPI / TCP International Holdings Ltd. / Yan Ellis - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) TCP INTERNATIONAL HOLDINGS LTD. (Name of Issuer) Common Shares, par value CHF 1.00 per share (Title of Class of Securities) H84689100 (CUSIP Number) Ira Kaplan Benesch, Friedlander, Coplan & Aronoff LLP 200 Public Square, Suite 2300 Cleveland, OH 44

POWER OF ATTORNEY

EX-99.2 Exhibit 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Ira Kaplan of Benesch, Friedlander, Coplan & Aronoff LLP (the Company) the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the SEC)

POWER OF ATTORNEY

EX-99.3 Exhibit 3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Ira Kaplan of Benesch, Friedlander, Coplan & Aronoff LLP (the Company) the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the SEC)

POWER OF ATTORNEY

EX-99.4 Exhibit 4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Ira Kaplan of Benesch, Friedlander, Coplan & Aronoff LLP (the Company) the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the SEC)

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing on behalf of each of them, or any combination thereof, of (x) one or more statements on Schedule 13D or 13G, as applicable (including any required amendments thereto), (y) one or more statements on Fo

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 a8-kfailuretosatisfycontin.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: December 29, 2015 (Date of earliest event reported: December 23, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-3652

TCP Receives Continued Listing Standard Notice from the NYSE

EX-99.1 2 pressreleasedateddecember2.htm EXHIBIT 99.1 Exhibit 99.1 TCP Receives Continued Listing Standard Notice from the NYSE Aurora, Ohio (December 29, 2015) - TCP International Holdings Ltd. (NYSE: TCPI) (the “Company”) today announced that on December 23, 2015, it was notified by the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standards set fo

EMPLOYMENT AGREEMENT

Exhibit Exhibit 99.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into on December 18, 2015 (the ?Agreement Date?), by and between Technical Consumer Products, Inc., a Delaware corporation (?TCP?), as the employer, and Mr. K.R. ?Kaj? den Daas (?Executive?), as the employee, reflecting an effective employment date of July 2, 2015 (the ?Effective Date?). TCP and Execut

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: December 22, 2015 (Date of earliest event reported December 18, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other juris

Costs Associated with Exit or Disposal Activities

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: December 11, 2015 (Date of earliest event reported December 7, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisd

TCP International Holdings NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-36521 CUSIP NUMBER H84689100 (Check one): ?Form 10-K ?Form 20-F ?Form 11-K x Form 10-Q ?Form 10-D ?Form N-SAR ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: September 30, 2015 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Repo

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: November 5, 2015 (Date of earliest event reported November 5, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdi

TCP Announces Delay in Reporting Third Quarter 2015 Financial Results

EX-99.1 2 exhibit99111515.htm EXHIBIT 99.1 Exhibit 99.1 TCP Announces Delay in Reporting Third Quarter 2015 Financial Results Aurora, Ohio (November 5, 2015) - TCP International Holdings Ltd. (NYSE: TCPI) today announced that it will delay the release of its third quarter financial results due to a pending Audit Committee investigation. TCP also announced that it does not anticipate filing its thi

TCP International Holdings 10-Q (Quarterly Report)

10-Q 1 tcpi2015063010q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36521 TCP INTE

TCP Reports Second Quarter 2015 Financial Results

Exhibit 99.1 TCP Reports Second Quarter 2015 Financial Results Aurora, Ohio ( August 6, 2015 ) – TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced financial results for its second quarter ended June 30, 2015 . Highlights for the second quarter include: • LED sales increasing 49% from the first quar

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-k6August15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

form8-k08032015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 3, 2015 (Date of earliest event reported July 28, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other

EX-24

EX-24 2 powerofattorney-dendaas.htm DEN DAAS POA DOCUMENT POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints Brian Catlett and Zachary Guzy of TCP International Holdings Ltd. (the "Company") with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's beh

STATUTEN TCP INTERNATIONAL HOLDINGS LTD.

Exhibit99.3 Exhibit 99.3 STATUTEN DER TCP INTERNATIONAL HOLDINGS LTD. ARTICLES OF ASSOCIATION OF TCP INTERNATIONAL HOLDINGS LTD. I. Grundlage I. General Provisions Artikel 1. Firma, Sitz Article 1. Corporate Name, Registered Office Unter der Firma TCP International Holdings Ltd. (TCP International Holdings AG) besteht eine Aktiengesellschaft gem?ss Art. 620 ff. OR mit Sitz in Cham/ ZG. Die Dauer d

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit99.2 Exhibit 99.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of June 29, 2015 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (“the Company”), as the employer; and Brian Catlett (“Executive”), as the employee. The Company and Executive are referred to collectively in this Agreement a

TCP Announces K.R. “Kaj” den Daas as New CEO Renowned lighting industry expert to lead TCP growth

Exhibit99.1 Exhibit 99.1 TCP Announces K.R. ?Kaj? den Daas as New CEO Renowned lighting industry expert to lead TCP growth AURORA, Ohio, July 2, 2015 - TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer of energy efficient lighting technologies, today announced that K.R. ?Kaj? den Daas will assume the role of Chief Executive Officer replacing Ellis Yan. Mr. Yan remains Cha

TCP International Holdings 8-K (Current Report/Significant Event)

form8-k-07022015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: July 2, 2015 (Date of earliest event reported June 29, 2015) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other j

EX-24

POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints Brian Catlett and Zachary Guzy of TCP International Holdings Ltd.

EX-24

POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints Brian Catlett and Zachary Guzy of TCP International Holdings Ltd.

TCP International Holdings DEF 14A

tcpproxy2015 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TCP Reports First Quarter 2015 Financial Results

Exhibit 991.5.5.15 Exhibit 99.1 TCP Reports First Quarter 2015 Financial Results Aurora, Ohio ( May 4, 2015 ) ? TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced financial results for its first quarter ended March 31, 2015 . Net sales for the first quarter of 2015 were $98.8 million , a 35% decreas

TCP International Holdings 8-K (Current Report/Significant Event)

8-k2015May15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2015 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of inco

TCP Reports 2014 Fourth Quarter and Full Year Financial Results

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 TCP Reports 2014 Fourth Quarter and Full Year Financial Results Aurora, Ohio (April 15, 2015) – TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced its 2014 fourth quarter and full year financial results. Net sales for the fourth quarter of 2014 were

TCP International Holdings 8-K (Current Report/Significant Event)

8-k2015April15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2015 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of

TCP ANNOUNCES LEADERSHIP TRANSITION Board Initiates Search for New CEO

EX-99.2 3 exhibit992.htm EXHIBIT 99.2 Exhibit 99.2 TCP ANNOUNCES LEADERSHIP TRANSITION Board Initiates Search for New CEO AURORA, Ohio, April 15, 2015 - TCP International Holdings Ltd. (NYSE: TCPI) (“TCP” or “the Company”) today announced that Ellis Yan has decided not to renew his employment agreement as Chief Executive Officer as of the expiration of his contract on June 30, 2015. To help ensure

TCP International Holdings 8-K (Current Report/Significant Event)

a8-k2015april UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2015 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of i

TCP Product Validation Proceeding as Expected Ongoing Product Review Affirms Strength, Quality and Safety of TCP Products TCP Thanks Customers for Support

Exhibit 99.1 TCP Product Validation Proceeding as Expected Ongoing Product Review Affirms Strength, Quality and Safety of TCP Products TCP Thanks Customers for Support AURORA, Ohio, April 1, 2015 – TCP International Holdings Ltd. (NYSE: TCPI) (“TCP” or “the Company”) today announced that its product validation review is proceeding as expected. The Company has completed testing on substantially all

TCP International Holdings NT 10-K

NYCSR07A-1907208-v3-TCPForm12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2015 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of incorporati

TCPI is Evaluating Claims Filed on February 26th, 2015

Exhibit 99.1 TCPI is Evaluating Claims Filed on February 26th, 2015 AURORA, Ohio, Feb. 27, 2015 – TCP International Holdings Ltd. (TCPI) today announced that claims were filed in Cuyahoga County, Ohio against the company and its CEO, Ellis Yan, alleging misconduct by the CEO and related matters. TCPI is currently in the process of evaluating these claims and intends to vigorously defend itself. Ab

TCP Issues Statement on Recent Litigation

EX-99.2 3 finaltcpipressrelease3215.htm EXHIBIT 99.2 Exhibit 99.2 TCP Issues Statement on Recent Litigation AURORA, Ohio, March 2, 2015 – TCP International Holdings Ltd. (NYSE: TCPI) (“TCP” or “the Company”) today issued the following statement in response to the lawsuit recently filed by its General Counsel: TCP takes these allegations seriously. The Audit Committee of TCP’s Board of Directors, w

TCPI / TCP International Holdings Ltd. / TCP International Holdings Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TCP INTERNATIONAL HOLDINGS LTD. (Name of Issuer) Common Shares, par value CHF 1.00 per share (Title of Class of Securities) H84689100 (CUSIP Number) Laura A. Hauser, Esq. 325 Campus Drive Aurora, Ohio 44202 Telephone: (330) 995-1330 (Name, Address and Tel

TCPI / TCP International Holdings Ltd. / TCP International Holdings Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TCP INTERNATIONAL HOLDINGS LTD. (Name of Issuer) Common Shares, par value CHF 1.00 per share (Title of Class of Securities) H84689100 (CUSIP Number) Laura A. Hauser, Esq. 325 Campus Drive Aurora, Ohio 44202 Telephone: (330) 995-1330 (Name, Address and Tel

TCPI / TCP International Holdings Ltd. / TCP International Holdings Ltd. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 TCP INTERNATIONAL HOLDINGS LTD. (Name of Issuer) Common Shares, par value CHF 1.00 per share (Title of Class of Securities) H84689100 (CUSIP Number) Laura A. Hauser, Esq. 325 Campus Drive Aurora, Ohio 44202 Telephone: (330) 995-1330 (Name, Address and Telephone Number of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report January 5, 2015 (Date of earliest event reported December 29, 2014) TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction

TCPI / TCP International Holdings Ltd. RW - - RW

TCP International Holdings Ltd. Alte Steinhauserstrasse 1 6330 Cham, Switzerland December 2, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Emily Drazen, Esq. Re: TCP International Holdings Ltd. Request to Withdraw Preliminary Proxy Statement on Schedule 14A File No. 001-36521 Dear Ms. Drazen: TCP Inter

TCPI / TCP International Holdings Ltd. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

TCPI / TCP International Holdings Ltd. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

TCP Reports Third Quarter 2014 Financial Results

EX-99.1 2 tcpq32014financialresultsp.htm EX-99.1 TCP Reports Third Quarter 2014 Financial Results Aurora, Ohio (November 6, 2014) – TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced financial results for its third quarter ended September 30, 2014. Net sales for the third quarter were $122.9 million

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of incorporatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2014 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of incorporat

AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.1 AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of September 30, 2014, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (“TCP”), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario corporation (“TCP Canada” and, together with TCP, t

TCP Reports Second Quarter 2014 Financial Results

EX-99.1 Exhibit 99.1 TCP Reports Second Quarter 2014 Financial Results Aurora, Ohio (August 7, 2014) – TCP International Holdings Ltd. (NYSE: TCPI), a leading global manufacturer and distributor of energy efficient lighting technologies, today announced financial results for its second quarter ended June 30, 2014. Net sales for the second quarter were $112.5 million, an 11% increase compared with

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2014 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 1-36521 Not Applicable (State or other jurisdiction of incor

7,142,858 Common Shares Common Shares $11.00 per share

424B4 Table of Contents File Pursuant to Rule 424(b)(4) Registration No. 333-196129 PROSPECTUS 7,142,858 Common Shares Common Shares $11.00 per share This is TCP International Holdings Ltd.’s initial public offering. We are offering 7,142,858 of our common shares. Prior to this offering, no public market existed for our common shares. The initial public offering price per share is $11.00. We have

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 24, 2014.

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on June 25, 2014 Registration No.

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCP INTERNATIONAL HOLDINGS LTD. (Exact Name of Registrant as Specified in its Charter) Switzerland Not applicable (State of Incorporation or Organization) (I.R.S. Employer Identification Num

-

CORRESP Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 June 24, 2014 By EDGAR AND BY HAND Securities and Exchange Commission 100 F Street, N.

-

CORRESP Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 June 23, 2014 By EDGAR AND BY HAND Securities and Exchange Commission 100 F Street, N.

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 23, 2014.

-

CORRESP Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 June 23, 2014 Re: Acceleration Request for TCP International Holdings Ltd.

FORM OF TCP INTERNATIONAL HOLDINGS LTD. 2014 OMNIBUS INCENTIVE PLAN

EX-10.1 Exhibit 10.1 FORM OF TCP INTERNATIONAL HOLDINGS LTD. 2014 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the TCP International Holdings Ltd. 2014 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, directors, independent contractors and consultants of the Company or its Affiliates whose contrib

- FORM S-1 AMENDMENT 1

Form S-1 Amendment 1 Table of Contents As filed with the Securities and Exchange Commission on June 16, 2014.

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2 Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made on [•], 2014, between TCP International Holdings Ltd., a corporation incorporated under the laws of Switzerland with its registered address at Alte Steinhauserstrasse 1, 6330 Cham, Switzerland (the “Company”); and [•] (“Indemnitee”). WHEREAS Indemnitee is a director and/or an officer of the Company; WHERE

TCP INTERNATIONAL HOLDINGS LTD. [—] Common Shares UNDERWRITING AGREEMENT

EX-1.1 2 d693313dex11.htm EX-1.1 Exhibit 1.1 TCP INTERNATIONAL HOLDINGS LTD. [—] Common Shares UNDERWRITING AGREEMENT [—], 2014 DEUTSCHE BANK SECURITIES INC. PIPER JAFFRAY & CO. As Representatives of the several Underwriters named in Schedule I hereto c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402 Lad

AMENDED AND RESTATED ARTICLES OF ASSOCIATION TCP INTERNATIONAL HOLDINGS LTD.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TCP INTERNATIONAL HOLDINGS LTD. I. General Provisions Article 1. Corporate Name, Registered Office Under the corporate name TCP International Holdings Ltd. (TCP International Holdings AG) a Corporation exists pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter “CO”) having its registered office in Cham / ZG.

AMENDED AND RESTATED ORGANIZATIONAL REGULATIONS TCP INTERNATIONAL HOLDINGS LTD.

EX-3.2 4 d693313dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED ORGANIZATIONAL REGULATIONS OF TCP INTERNATIONAL HOLDINGS LTD. A. Scope and Basis 1. These organizational regulations (hereinafter “Organizational Regulations”) are enacted by the Board of Directors of TCP International Holdings Ltd. (“TCP” or the “Corporation”) pursuant to Art. 716a and 716b of the Swiss Code of Obligations (“CO”) a

-

CORRESP Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 June 16, 2014 By EDGAR AND BY HAND Securities and Exchange Commission 100 F Street, N.

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on May 21, 2014.

DATED January 3, 2013 EMPLOYMENT CONTRACT TECHNICAL CONSUMER PRODUCTS LIMITED (CO. NO. 07098127) THOMAS LUECKE

EX-10.5 9 d693313dex105.htm EX-10.5 Exhibit 10.5 DATED January 3, 2013 EMPLOYMENT CONTRACT between TECHNICAL CONSUMER PRODUCTS LIMITED (CO. NO. 07098127) and THOMAS LUECKE This agreement (Agreement) is dated January 3, 2013. PARTIES (1) Technical Consumer Products Limited incorporated and registered in England and Wales with company number 07098127 whose registered office is at 1 Exchange Ct., Cot

List of Subsidiaries

EX-21.1 Exhibit 21.1 List of Subsidiaries The following are significant subsidiaries of TCP International Holdings Ltd. as of December 31, 2013 and the states or jurisdictions in which they are organized. All subsidiaries included herein are wholly-owned. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, a

REVOLVING CREDIT SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) TECHNICAL CONSUMER PRODUCTS, INC. December 11, 2009

EX-4.1 Exhibit 4.1 EXECUTION COPY REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC. (BORROWER) December 11, 2009 EXECUTION COPY TABLE OF CONTENTS Page I DEFINITIONS 1 1.1. Accounting Terms 1 1.2. General Terms 1 1.3. Uniform Commercial Code Terms 25 1.4. Certain Matters of Construction 26 II ADVANCES, PAYMENTS 27

EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.3 Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 1, 2012 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (“TCP”), as the employer; and Ellis Yan (“Executive”), as the employee. TCP and Executive are referred to collectively in this Agreement as the “Parties” and indiv

Employment Contract

EX-10.4 Exhibit 10.4 Employment Contract Party A (Employer): Shanghai Qiangling Electronic Co., Ltd. Address: No. 139 South Wangdong Road, Sijing Town, Songjiang District, Shanghai Municipality Party B (Employee): Yan, Zhaoling Sex: Male ID Card No.: 310 105 1944 0814 0479 Registered Household Address: 950/3/302 Zhongshan South Second Road, Shanghai Current Home Address: No. 19, Lane 9030, Sheshan

AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENT

EX-4.3 Exhibit 4.3 AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of July 25, 2013, by and among TECHNICAL CONSUMER PRODUCTS, INC., a Delaware corporation (the “Existing Borrower”), TECHNICAL CONSUMER PRODUCTS CANADA, INC., an Ontario corporation (the “Joining Borrow

May 20, 2014

EX-16.1 Exhibit 16.1 May 20, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TCP International Holdings Ltd. in this registration statement on Amendment No. 1 to Form S-1 pursuant to Item 304 of Regulation S-K (copy attached). We agree with the statements concerning our Firm under “Changes in and Disagreements with

TAX INDEMNITY AGREEMENT

EX-10.6 Exhibit 10.6 TAX INDEMNITY AGREEMENT THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”). WHEREAS, the Company had elected to be treated as an S Corporation within the meaning of

Consent of Eric Peterson, as Director Nominee

EX-99.2 19 d693313dex992.htm EX-99.2 Exhibit 99.2 Consent of Eric Peterson, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/ ERI

Consent of George Strickler, as Director Nominee

EX-99.3 20 d693313dex993.htm EX-99.3 Exhibit 99.3 Consent of George Strickler, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/

AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENT

EX-4.2 Exhibit 4.2 AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), is made as of this 28th day of April, 2011, among the financial institutions that are a party to the Credit Agreement (as defined below) (collectively, the “Lenders” and each individually a “Lender”), PNC BANK, NATIONAL ASSOCIATION, a nat

STOCK PURCHASE AGREEMENT

EX-10.9 Exhibit 10.9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2014, is made and entered into by Zhaoling Yan (“Seller”) and Ellis Yan (“Buyer”). A. Seller is currently the record owner of 90,852,530 Common Shares of TCP International Holdings Ltd., a corporation formed under the laws of the country of Switzerland (the “Company”). B. Buyer desir

REGISTRATION RIGHTS AGREEMENT

EX-10.8 EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 21, 2012, by and among: (1) TCP International Holdings Ltd., a company incorporated in Switzerland (the “Company”); and (2) Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Stock Trust (each, an “Investor”, and collectively, the “Investors”). The Investors on the one hand,

Consent of Hugh Pace, as Director Nominee

EX-99.1 Exhibit 99.1 Consent of Hugh Pace, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/ HUGH D. PACE Print Name Hugh D. Pace

SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT

EX-10.7 EXHIBIT 10.7 SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST and TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreement”) made as of this 21st day of March, 2012, by and among TCP International Holdings Ltd., a Switzerland corporation (the “Corporation”), Ellis Yan, So

-

CORRESP Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 May 21, 2014 By EDGAR Securities and Exchange Commission 100 F Street, N.

List of Subsidiaries

EX-21.1 Exhibit 21.1 List of Subsidiaries The following are significant subsidiaries of TCP International Holdings Ltd. as of December 31, 2013 and the states or jurisdictions in which they are organized. All subsidiaries included herein are wholly-owned. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, a

-

Draft Registration Statement Table of Contents As submitted confidentially to the Securities and Exchange Commission on April 9, 2014.

REGISTRATION RIGHTS AGREEMENT

EX-10.8 EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 21, 2012, by and among: (1) TCP International Holdings Ltd., a company incorporated in Switzerland (the “Company”); and (2) Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Stock Trust (each, an “Investor”, and collectively, the “Investors”). The Investors on the one hand,

SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT

EX-10.7 EXHIBIT 10.7 SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST and TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreement”) made as of this 21st day of March, 2012, by and among TCP International Holdings Ltd., a Switzerland corporation (the “Corporation”), Ellis Yan, So

EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.3 Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 1, 2012 (the “Effective Date”) by and between Technical Consumer Products, Inc., a Delaware corporation (“TCP”), as the employer; and Ellis Yan (“Executive”), as the employee. TCP and Executive are referred to collectively in this Agreement as the “Parties” and indiv

DATED January 3, 2013 EMPLOYMENT CONTRACT TECHNICAL CONSUMER PRODUCTS LIMITED (CO. NO. 07098127) THOMAS LUECKE

EX-10.5 Exhibit 10.5 DATED January 3, 2013 EMPLOYMENT CONTRACT between TECHNICAL CONSUMER PRODUCTS LIMITED (CO. NO. 07098127) and THOMAS LUECKE This agreement (Agreement) is dated January 3, 2013. PARTIES (1) Technical Consumer Products Limited incorporated and registered in England and Wales with company number 07098127 whose registered office is at 1 Exchange Ct., Cottingham Rd., Northants NN171

TAX INDEMNITY AGREEMENT

EX-10.6 Exhibit 10.6 TAX INDEMNITY AGREEMENT THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”). WHEREAS, the Company had elected to be treated as an S Corporation within the meaning of

Consent of Hugh Pace, as Director Nominee

EX-99.1 Exhibit 99.1 Consent of Hugh Pace, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/ HUGH D. PACE Print Name Hugh D. Pace

Consent of George Strickler, as Director Nominee

EX-99.3 Exhibit 99.3 Consent of George Strickler, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/ GEORGE E. STRICKLER Print Nam

STOCK PURCHASE AGREEMENT

EX-10.9 Exhibit 10.9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 29, 2012, is made and entered into by Zhaoling Yan (“Seller”), and Ellis Yan (“Buyer”). A. Seller is currently the record owner of 90,852,530 Common Shares, with a par value of CHF0.10 per share, of TCP International Holdings Ltd., a corporation formed under the laws of the country

Consent of Eric Peterson, as Director Nominee

EX-99.2 Exhibit 99.2 Consent of Eric Peterson, as Director Nominee I hereby consent to be nominated for election as a director of TCP International Holdings Ltd.; agree to serve if elected as a director and, if I am nominated to serve as a director, I consent to the use of my name as a director nominee in the Registration Statement. Date April 4, 2014 Signature /S/ ERIC V. PETERSON Print Name Eric

Employment Contract

EX-10.4 Exhibit 10.4 Employment Contract Party A (Employer): Shanghai Qiangling Electronic Co., Ltd. Address: No. 139 South Wangdong Road, Sijing Town, Songjiang District, Shanghai Municipality Party B (Employee): Yan, Zhaoling Sex: Male ID Card No.: 310 105 1944 0814 0479 Registered Household Address: 950/3/302 Zhongshan South Second Road, Shanghai Current Home Address: No. 19, Lane 9030, Sheshan

- RW

RW TCP INTERNATIONAL HOLDINGS LTD. No. 139 Wangdong Rd (S), Songjiang Shanghai, PRC 201601 November 30, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Spirgel, Assistant Director Division of Corporation Finance Re: TCP International Holdings Ltd. Application for Withdrawal of Registration Statement on For

- F-1/A AMENDMENT NO. 2

F-1/A Amendment No. 2 Table of Contents As filed with the Securities and Exchange Commission on May 17, 2012. Registration No. 333-180358 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) Switzerland 3641 No

List of Subsidiaries

EX-21.1 Exhibit 21.1 List of Subsidiaries TCP Bermuda Ltd. (Bermuda) Technical Consumer Products Canada Inc. (Canada) Technical Consumer Products, Inc. (United States) TCP B.V. (Netherlands) CFL Holdings, LLC (United States) Fresh 2 Corporation (United States) Bowman Lamps, LLC (United States) TCP Hong Kong Limited (Hong Kong) Technical Consumer Products Limited (United Kingdom) TCP Holding B.V. (

List of Subsidiaries

EX-21.1 Exhibit 21.1 List of Subsidiaries TCP Bermuda Ltd. (Bermuda) Technical Consumer Products Canada Inc. (Canada) Technical Consumer Products, Inc. (United States) TCP B.V. (Netherlands) CFL Holdings, LLC (United States) Fresh 2 Corporation (United States) Bowman Lamps, LLC (United States) TCP Hong Kong Limited (Hong Kong) Technical Consumer Products Limited (United Kingdom) TCP Holding B.V. (

REVOLVING CREDIT SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) TECHNICAL CONSUMER PRODUCTS, INC. December 11, 2009

EX-4.1 Exhibit 4.1 EXECUTION COPY REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECHNICAL CONSUMER PRODUCTS, INC. (BORROWER) December 11, 2009 EXECUTION COPY TABLE OF CONTENTS Page I DEFINITIONS 1 1.1. Accounting Terms 1 1.2. General Terms 1 1.3. Uniform Commercial Code Terms 25 1.4. Certain Matters of Construction 26 II ADVANCES, PAYMENTS 27

- F-1/A

F-1/A Table of Contents As filed with the Securities and Exchange Commission on April 27, 2012.

REGISTRATION RIGHTS AGREEMENT

EX-10.14 EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 21, 2012, by and among: (1) TCP International Holdings Ltd., a company incorporated in Switzerland (the “Company”); and (2) Ellis Yan, Solomon Yan and The Lillian Yan Irrevocable Stock Trust (each, an “Investor”, and collectively, the “Investors”). The Investors on the one hand

STOCK PURCHASE AGREEMENT

EX-10.15 Exhibit 10.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 29, 2012, is made and entered into by Zhaoling Yan (“Seller”), and Ellis Yan (“Buyer”). A. Seller is currently the record owner of 90,852,530 Common Shares, with a par value of CHF0.10 per share, of TCP International Holdings Ltd., a corporation formed under the laws of the countr

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2 Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made on [ , 20 ], between TCP International Holdings Ltd., a corporation incorporated under the laws of Switzerland with its registered address at , Switzerland (the “Company”); and [ ] (“Indemnitee”). WHEREAS Indemnitee is a [director] and/[or an officer] of the Company; WHEREAS highly skilled and competent p

- FORM F-1

Form F-1 Table of Contents As filed with the Securities and Exchange Commission on March 26, 2012.

TCP INTERNATIONAL HOLDINGS LTD. FORM OF AMENDED AND RESTATED ORGANIZATIONAL REGULATIONS

EX-3.2 EXHIBIT 3.2 TCP INTERNATIONAL HOLDINGS LTD. FORM OF AMENDED AND RESTATED ORGANIZATIONAL REGULATIONS A. Scope and Basis 1. These Organizational Regulations (the “Regulations”) are enacted by the Board of Directors of TCP International Holdings Ltd. (“TCP” or the “Company”) pursuant to Art. 716a and 716b of the Swiss Code of Obligations (“CO”) and Article 15 of the Company’s Articles of Assoc

2

EX-3.1 Exhibit 3.1 FORM OF ARTICLES OF ASSOCIATION of TCP International Holdings Ltd. (TCP International Holdings AG) (TCP International Holdings SA) I. General Provisions Article 1. Corporate Name, Registered Office Under the corporate name TCP International Holdings Ltd. (TCP International Holdings AG) (TCP International Holdings SA) a Corporation exists pursuant to art. 620 et seq. of the Swiss

TAX INDEMNITY AGREEMENT

EX-10.12 Exhibit 10.12 TAX INDEMNITY AGREEMENT THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”). WHEREAS, the Company had elected to be treated as an S Corporation within the meaning

SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT

EX-10.13 EXHIBIT 10.13 SHAREHOLDERS’ AGREEMENT by and among ELLIS YAN SOLOMON YAN THE LILLIAN YAN IRREVOCABLE STOCK TRUST and TCP INTERNATIONAL HOLDINGS LTD. Dated: As of March 21, 2012 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreement”) made as of this 21st day of March, 2012, by and among TCP International Holdings Ltd., a Switzerland corporation (the “Corporation”), Ellis Yan,

NET LEASE TCP CAMPUS DRIVE, LLC TECHNICAL CONSUMER PRODUCTS, INC. NET LEASE

EX-10.3 5 d318181dex103.htm EX-10.3 Exhibit 10.3 NET LEASE between TCP CAMPUS DRIVE, LLC and TECHNICAL CONSUMER PRODUCTS, INC. NET LEASE THIS NET LEASE (“Lease”), made and entered into this 16th day of June, 2006, between TCP CAMPUS DRIVE, LLC, a limited liability company, whose address is 300 Lena Drive, Aurora, Ohio 44202 (“Landlord”), and Technical Consumer Products, Inc., a Delaware corporatio

List of Subsidiaries

EX-21.1 Exhibit 21.1 List of Subsidiaries TCP Bermuda Ltd. (Bermuda) Technical Consumer Products Canada Inc. (Canada) Technical Consumer Products, Inc. (United States) TCP B.V. (Netherlands) CFL Holdings, LLC (United States) Fresh 2 Corporation (United States) Bowman Lamps, LLC (United States) TCP Hong Kong Limited (Hong Kong) Technical Consumer Products Limited (United Kingdom) TCP Holding B.V. (