<PAGE>
 
     As filed with the Securities and Exchange Commission on July 30, 1998
                                                      Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                        ------------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                        ------------------------------

                          PEAK INTERNATIONAL LIMITED
            (Exact name of registrant as specified in its charter)

           Bermuda                                           N/A
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


                         Units 3,4,5 and 7, 37th Floor
                               Wharf Cable Tower
                               9 Hoi Shing Road
                                   Tsuen Wan
                                N.T., Hong Kong
              (Address of principal executive offices)(Zip code)


                          PEAK INTERNATIONAL LIMITED
                            1998 SHARE OPTION PLAN
                       1998 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)


                           Peak International, Inc.
                               2111 Kramer Lane
                              Austin, Texas 78758
                                    U.S.A.
                                (512) 339-4684
           (Name, address and telephone number of agent for service)

<TABLE> 
<CAPTION> 
                                          CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                    Proposed           Proposed

                                                                     Maximum           Maximum           Amount of
          Title of Securities                  Amount to be      Offering Price       Aggregate        Registration
           to be Registered                   Registered (1)      Per Share (2)    Offering Price (2)      Fee (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>               <C>                  <C> 
Common Stock, par value US$0.01 per share        860,000               $ 12.2500          $ 10,535,000       $ 3,107.83
=======================================================================================================================
</TABLE> 

(1)  Includes (i) 700,000 shares of Common Stock available for issuance pursuant
     to the exercise of options to purchase Common Stock under the 1998 Option
     Share Plan and (ii) 160,000 shares of Common Stock available for issuance
     under the 1998 Employee Stock Purchase Plan. This Registration Statement
     also covers such additional number of shares of Common Stock which may be
     offered and issued to prevent dilution resulting from stock splits, stock
     dividends or similar transactions.

<PAGE>
 
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the rules and regulations under the Securities
     Act of 1933, as amended (the "Securities Act"), based on the average of the
     high and low sale prices for a share of Common Stock on the Nasdaq Stock
     Market on July 27, 1998.


<PAGE>
 

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The document(s) containing the information specified in Part I
of Form S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                Peak International Limited (the "Registrant" or the "Company")
hereby files this Registration Statement with the Securities and Exchange
Commission (the "Commission") on Form S-8 to register 860,000 shares of the
Registrant's Common Stock, par value US$0.01 per share ("Common Stock"), for
issuance pursuant to the Company's 1998 Share Option Plan and 1998 Employee
Stock Purchase Plan (the "Plans"), plus such indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions under the Plans.

Item 3.   Incorporation of Documents By Reference.

                The Company's annual report on Form 20-F for the year ended
March 31, 1998, filed with the Securities Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on June 12, 1998, and registration statement on Form F-1, as amended,
filed with the Commission pursuant to the Securities Act (Registration No. 333-
53925) are incorporated herein by reference.

                In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

                Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or
superseded.

Item 4.  Description of Securities.

                Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                Not applicable.

Item 6.  Indemnification of Directors and Officers.

                Subject to the provisions of the Companies Act 1981 of Bermuda
and so far as may be permitted by Bermuda law, the Registrant's Bye-laws provide
that the Directors, Secretary and other officers of the Registrant shall to the
fullest extent permitted by law be indemnified and secured harmless 

<PAGE>
 
out of the assets and profits of the Registrant from and against all actions,
costs, charges, losses, damages and expenses which they or any of them, their or
any of their heirs, executors or administrators, shall or may incur or sustain
by or by reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts; and none of them shall be answerable for the acts, receipts, neglects or
defaults of the other or others of them or for joining in any receipts for the
sake of conformity, or for any bankers or other persons with whom any moneys or
effects belonging to the Registrant shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Registrant shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto; provided that such
indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.

                  The Registrant has obtained an insurance policy which provides
liability coverage, including coverage for liabilities arising under U.S.
federal securities laws, for directors and officers and which contains certain
exceptions and exclusions.

Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4.1      Memorandum of Association of the Company (filed as Exhibit
                  3.1 to the Company's registration statement on Form F-1
                  (File No. 333-6652) and incorporated herein by reference).

         4.2      Bye-Laws of the Company (filed as Exhibit 3.1 to the Company's
                  registration statement on Form F-1 (File No. 333-6652) and
                  incorporated herein by reference).

         4.3      1998 Share Option Plan.

         4.4      1998 Employee Stock Purchase Plan.

         5.1      Opinion of Conyers Dill & Pearman, Bermuda counsel to the
                  Company, as to the legality of the securities being
                  registered.

         23.1     Consent of Deloitte Touche Tohmatsu.

         23.2     Consent of BDO Binder.

         23.3     Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

         23.4     Consent of Richards Butler

         24.1     Power of Attorney.

Item 9.  Required Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                                       2
<PAGE>
 
                           (i)   to include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii)  to reflect in the prospectus any facts or
                           events arising after the effective date of this
                           Registration Statement (or the most recent post-
                           effective amendment thereof) which, individually or
                           in the aggregate, represent a fundamental change in
                           the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in this Registration Statement; and

                           (iii) to include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in this
                           Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
                                                                           ----
fide offering thereof; and
----
                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
                                                                           ----
fide offering thereof.
----
         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such 

                                       3
<PAGE>
 
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       4
<PAGE>
 
                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on July 28, 1998.

                           PEAK INTERNATIONAL LIMITED


                           By: /s/ JERRY MO
                              --------------------------------
                              Jerry Mo
                              Principal Financial Officer and Controller

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 28, 1998, by the following
persons in the capacities indicated.


    Signature                                      Title
    ---------                                      -----

  /s/ T.L. LI *
-----------------------------
T.L. Li                               Chairman of the Board and Principal 
                                      Executive Officer

  /s/ ROBIN NICHOLSON *  
-----------------------------
Robin Nicholson                       Director

  /s/ FRANCIS LEUNG *
-----------------------------
Francis Leung                         Director

  /s/ HON YING NG *
-----------------------------
Hon Ying Ng                           Director

  /s/ KONG CHI WONG *
-----------------------------
Kong Chi Wong                         Director

  /s/ RICHARD M. BROOK *
-----------------------------
Richard M. Brook                      President and Principal Operating 
                                      Officer; Director

   /s/ JERRY MO
-----------------------------
Jerry Mo                              Principal Financial Officer and 
                                      Principal Accounting Officer; Director

*By:
/s/ JERRY MO
-----------------------------
Name: Jerry Mo
Attorney-in-fact


                                       5
<PAGE>
 
           SIGNATURES OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

   Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Peak International Limited,
has signed this Registration Statement in Austin, Texas on July 28, 1998.

        PEAK INTERNATIONAL, INC.


        By:   /s/ Richard M. Brook
             --------------------------
                       Richard M. Brook
                              President

                                       6
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
                                                                             
                                                                             
Exhibit No.                      Description                                 
-----------                      -----------                                 
<C>          <S>                                                             
    4.1      Memorandum of Association of the Company (filed as Exhibit
             3.1 to the Company's registration statement on Form F-1
             (File No. 333-6652) and incorporated herein by reference).

    4.2      Bye-Laws of the Company (filed as Exhibit 3.1 to the
             Company's registration statement on Form F-1 (File No.
             333-6652) and incorporated herein by reference).

    4.3      1998 Share Option Plan.

    4.4      1998 Employee Stock Purchase Plan.

    5.1      Opinion of Conyers Dill & Pearman, Bermuda counsel to the
             Registrant, as to the legality of the securities being
             registered.

    23.1     Consent of Deloitte Touche Tohmatsu.

    23.2     Consent of BDO Binder.

    23.3     Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

    23.4     Consent of Richards Butler

    24.1     Power of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PEAK INTERNATIONAL FORM S-8", "secsgml_size_bytes": 18547}]
{"company-data": {"conformed-name": "PEAK INTERNATIONAL LTD", "cik": "0001036081", "assigned-sic": "3089", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60161", "film-number": "98674037"}, "business-address": {"street1": "UNITS 4,5 & 7 37TH FL WHARF CABLE TOWER", "street2": "9 HOI SHING RD", "city": "TSUEN WAN", "state": "K3", "zip": "00000"}, "mail-address": {"street1": "PEAK PLASTICS INC 211 KRAMER LANE", "city": "AUSTIN", "state": "TX", "zip": "78758"}}
As filed with the Securities and Exchange Commission on July 30, 1998
                                                      Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                        ------------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                        ------------------------------

                          PEAK INTERNATIONAL LIMITED
            (Exact name of registrant as specified in its charter)

           Bermuda                                           N/A
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                         Units 3,4,5 and 7, 37th Floor
                               Wharf Cable Tower
                               9 Hoi Shing Road
                                   Tsuen Wan
                                N.T., Hong Kong
              (Address of principal executive offices)(Zip code)

                          PEAK INTERNATIONAL LIMITED
                            1998 SHARE OPTION PLAN
                       1998 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                           Peak International, Inc.
                               2111 Kramer Lane
                              Austin, Texas 78758
                                    U.S.A.
                                (512) 339-4684
           (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                    Proposed           Proposed

                                                                     Maximum           Maximum           Amount of
          Title of Securities                  Amount to be      Offering Price       Aggregate        Registration
           to be Registered                   Registered (1)      Per Share (2)    Offering Price (2)      Fee (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value US$0.01 per share        860,000               $ 12.2500          $ 10,535,000       $ 3,107.83
=======================================================================================================================
(1)  Includes (i) 700,000 shares of Common Stock available for issuance pursuant
     to the exercise of options to purchase Common Stock under the 1998 Option
     Share Plan and (ii) 160,000 shares of Common Stock available for issuance
     under the 1998 Employee Stock Purchase Plan. This Registration Statement
     also covers such additional number of shares of Common Stock which may be
     offered and issued to prevent dilution resulting from stock splits, stock
     dividends or similar transactions.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the rules and regulations under the Securities
     Act of 1933, as amended (the "Securities Act"), based on the average of the
     high and low sale prices for a share of Common Stock on the Nasdaq Stock
     Market on July 27, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The document(s) containing the information specified in Part I
of Form S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                Peak International Limited (the "Registrant" or the "Company")
hereby files this Registration Statement with the Securities and Exchange
Commission (the "Commission") on Form S-8 to register 860,000 shares of the
Registrant's Common Stock, par value US$0.01 per share ("Common Stock"), for
issuance pursuant to the Company's 1998 Share Option Plan and 1998 Employee
Stock Purchase Plan (the "Plans"), plus such indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions under the Plans.

Item 3.   Incorporation of Documents By Reference.

                The Company's annual report on Form 20-F for the year ended
March 31, 1998, filed with the Securities Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on June 12, 1998, and registration statement on Form F-1, as amended,
filed with the Commission pursuant to the Securities Act (Registration No. 333-
53925) are incorporated herein by reference.

                In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

                Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or
superseded.

Item 4.  Description of Securities.

                Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                Not applicable.

Item 6.  Indemnification of Directors and Officers.

                Subject to the provisions of the Companies Act 1981 of Bermuda
and so far as may be permitted by Bermuda law, the Registrant's Bye-laws provide
that the Directors, Secretary and other officers of the Registrant shall to the
fullest extent permitted by law be indemnified and secured harmless
out of the assets and profits of the Registrant from and against all actions,
costs, charges, losses, damages and expenses which they or any of them, their or
any of their heirs, executors or administrators, shall or may incur or sustain
by or by reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts; and none of them shall be answerable for the acts, receipts, neglects or
defaults of the other or others of them or for joining in any receipts for the
sake of conformity, or for any bankers or other persons with whom any moneys or
effects belonging to the Registrant shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to the Registrant shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto; provided that such
indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.

                  The Registrant has obtained an insurance policy which provides
liability coverage, including coverage for liabilities arising under U.S.
federal securities laws, for directors and officers and which contains certain
exceptions and exclusions.

Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4.1      Memorandum of Association of the Company (filed as Exhibit
                  3.1 to the Company's registration statement on Form F-1
                  (File No. 333-6652) and incorporated herein by reference).

         4.2      Bye-Laws of the Company (filed as Exhibit 3.1 to the Company's
                  registration statement on Form F-1 (File No. 333-6652) and
                  incorporated herein by reference).

         4.3      1998 Share Option Plan.

         4.4      1998 Employee Stock Purchase Plan.

         5.1      Opinion of Conyers Dill & Pearman, Bermuda counsel to the
                  Company, as to the legality of the securities being
                  registered.

         23.1     Consent of Deloitte Touche Tohmatsu.

         23.2     Consent of BDO Binder.

         23.3     Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

         23.4     Consent of Richards Butler

         24.1     Power of Attorney.

Item 9.  Required Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                                       2
(i)   to include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii)  to reflect in the prospectus any facts or
                           events arising after the effective date of this
                           Registration Statement (or the most recent post-
                           effective amendment thereof) which, individually or
                           in the aggregate, represent a fundamental change in
                           the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in this Registration Statement; and

                           (iii) to include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in this
                           Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
                                                                           ----
fide offering thereof; and
----
                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
                                                                           ----
fide offering thereof.
----
         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such 

                                       3
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on July 28, 1998.

                           PEAK INTERNATIONAL LIMITED

                           By: /s/ JERRY MO
                              --------------------------------
                              Jerry Mo
                              Principal Financial Officer and Controller

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 28, 1998, by the following
persons in the capacities indicated.

    Signature                                      Title
    ---------                                      -----

  /s/ T.L. LI *
-----------------------------
T.L. Li                               Chairman of the Board and Principal 
                                      Executive Officer

  /s/ ROBIN NICHOLSON *  
-----------------------------
Robin Nicholson                       Director

  /s/ FRANCIS LEUNG *
-----------------------------
Francis Leung                         Director

  /s/ HON YING NG *
-----------------------------
Hon Ying Ng                           Director

  /s/ KONG CHI WONG *
-----------------------------
Kong Chi Wong                         Director

  /s/ RICHARD M. BROOK *
-----------------------------
Richard M. Brook                      President and Principal Operating 
                                      Officer; Director

   /s/ JERRY MO
-----------------------------
Jerry Mo                              Principal Financial Officer and 
                                      Principal Accounting Officer; Director

*By:
/s/ JERRY MO
-----------------------------
Name: Jerry Mo
Attorney-in-fact

                                       5
SIGNATURES OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

   Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Peak International Limited,
has signed this Registration Statement in Austin, Texas on July 28, 1998.

        PEAK INTERNATIONAL, INC.

        By:   /s/ Richard M. Brook
             --------------------------
                       Richard M. Brook
                              President

                                       6
EXHIBIT INDEX
Exhibit No.                      Description                                 
-----------                      -----------
4.1      Memorandum of Association of the Company (filed as Exhibit
             3.1 to the Company's registration statement on Form F-1
             (File No. 333-6652) and incorporated herein by reference).

    4.2      Bye-Laws of the Company (filed as Exhibit 3.1 to the
             Company's registration statement on Form F-1 (File No.
             333-6652) and incorporated herein by reference).

    4.3      1998 Share Option Plan.

    4.4      1998 Employee Stock Purchase Plan.

    5.1      Opinion of Conyers Dill & Pearman, Bermuda counsel to the
             Registrant, as to the legality of the securities being
             registered.

    23.1     Consent of Deloitte Touche Tohmatsu.

    23.2     Consent of BDO Binder.

    23.3     Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

    23.4     Consent of Richards Butler

    24.1     Power of Attorney.