-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTtB9YiOUdIkH27Si4yZ4OQ93CK67hw3OoAy4QO6y4mwJpEpD02fywsVCUWS1hHs XXYLKw8PQ4Ok2R6gnbig8A== 0000950135-02-005119.txt : 20021118 0000950135-02-005119.hdr.sgml : 20021118 20021118124415 ACCESSION NUMBER: 0000950135-02-005119 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021130 FILED AS OF DATE: 20021118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE SEMICONDUCTOR INDUSTRIES NV CENTRAL INDEX KEY: 0001003196 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27298 FILM NUMBER: 02831017 BUSINESS ADDRESS: STREET 1: MARCONILAAN 4 STREET 2: DRUNEN 5151 DR CITY: THE NETHERLANDS STATE: P7 ZIP: 31416-3844 BUSINESS PHONE: 6028316600 MAIL ADDRESS: STREET 1: MARCONILAAN 4 STREET 2: DRUNEN 5151 DR CITY: THE NETHERLANDS STATE: P7 ZIP: 31416-3844 6-K 1 b44722bee6vk.txt BE SEMICONDUCTOR INDUSTRIES N.V. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K FOR THE MONTH OF NOVEMBER 2002 BE SEMICONDUCTOR INDUSTRIES N.V. (Exact name of Registrant as specified in its charter) MARCONILAAN 4 5151 DR DRUNEN THE NETHERLANDS (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 Yes No X --- --- - 1 - BE Semiconductor Industries N.V. (the "Company") is filing a Press Release dated October 24, 2002 which announced its third quarter 2002 results, the resignation of Jorg Rischke as an executive member of the Management Board and Chief Operating Officer in anticipation of his planned retirement and its decision to terminate the Company's listing on the Frankfurt Stock Exchange. A copy of the Press Release is attached hereto as Exhibit 99.1. EXHIBITS - -------- 99.1 Press Release - 2 - Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BE SEMICONDUCTOR INDUSTRIES N.V. By: /s/ Richard W. Blickman ------------------------------------- Name: Richard W. Blickman Title: President and Chief Executive Officer Date: November 6, 2002 - 3 - EX-99.1 3 b44722beexv99w1.txt PRESS RELEASE DATED OCTOBER 24, 2002 [BE LOGO] Semiconductor Industries ---------------------------------------------------------------------- EXHIBIT 99.1 FOR : BE SEMICONDUCTOR INDUSTRIES N.V. Marconilaan 4 5151 DR Drunen The Netherlands BE SEMICONDUCTOR INDUSTRIES REPORTS THIRD QUARTER 2002 RESULTS * Net Sales of EURO 22.4 million, up 17% from previous quarter * * Net Loss of EURO 1.7 million, improvement of 21% compared to previous quarter * * Book-to-Bill ratio for the third quarter of 0.95 * Drunen, The Netherlands, October 24, 2002 - BE Semiconductor Industries N.V. ("BE Semiconductor" or "the Company") (NASDAQ: BESI; Amsterdam Stock Exchange: BESI; Frankfurt Stock Exchange: BSI) today announced financial results for its third quarter of 2002. Net sales for the third quarter of 2002 were EURO 22.4 million, an increase of 16.7% from EURO 19.2 million for the Second quarter of 2002 and a decrease of 28.9% from EURO 31.5 million for the third quarter of 2001. Net loss for the thIRd quarter of 2002 was EURO 1.7 million, or EURO 0.05 per share versus a net loss of EURO 2.1 million, or 0.07 per SHare, for the second quarter of 2002 and a net loss of EURO 2.8 million, or EURO 0.09 per share, for the third quarter of 2001. Net bookings for the quarter ended September 30, 2002 were EURO 21.2 million, a decrease of 21.8% compared to EURO 27.1 million for the second quarter of 2002. Backlog decreased by 2.6% to EURO 44.9 million at September 30, 2002 from EURO 46.1 million at June 30, 2002 and increased by 23.0% as compared to December 31, 2001. The book-to-bill ratio stood at 0.95 in the third quarter of 2002, compared to 0.14 in the third quarter of 2001 and 1.41 in the second quarter of 2002. The Company's gross margin was 32.9 % for the third quarter of 2002, compared to 31.2% in the second quarter of 2002 and 36.9% in the third quarter of 2001. The increase in gross margin for the third quarter of 2002 as compared to the second quarter was due to the increase in net sales and the effect of restructuring efforts undertaken in prior periods. For the nine months ended September 30, 2002, net sales were EURO 56.0 million compared to net sales for the nine months ended September 30, 2001 of EURO 131.1 million. Net loss for the nine months ended September 30, 2002 was EURO 7.8 million, or EURO 0.25 per share, compared to a net loss of EURO 3.5 million, or EURO 0.11 per share, for the nine months ended September 30, 2001. [BE LOGO] Semiconductor Industries ---------------------------------------------------------------------- Richard W. Blickman, President and Chief Executive Officer of the Company, commented, "Our net sales increased by 17% as compared to the second quarter of 2002, which resulted in a net result improvement of EURO 0.4 million compared to the second quarter of 2002. In the third quarter of 2002, we relocated our flip chip die attach operations from New Jersey to New Hampshire in the United States, and consolidated our die sorting business into a single business unit, called Die Handling Systems. We recorded a one-time charge for this relocation of EURO 0.4 million. As expected, bookings for the third quarter of 2002 were down by 21.8% as compared to the second quarter of 2002. Current economic uncertainties make forecasting results for future periods extremely difficult, but we believe that our latest product generations and efforts to reduce operating costs leave us well positioned for any industry recovery." RESIGNATION AS EXECUTIVE MEMBER OF THE MANAGEMENT BOARD AS PART OF RETIREMENT PLAN Effective October 23, 2002, Mr. Jorg Rischke resigned from his position as executive member of the Management Board and Chief Operating Officer of the Company in anticipation of his planned retirement in October 2003. Mr. Rischke will remain a member of BE Semiconductor's Management Board and Managing Director of Meco Equipment Engineers B.V. until his retirement in October 2003. Mr. Rischke has served as Managing Director of Meco Equipment Engineers since 1988. He joined BE Semiconductor's Management Board in 1995 and became executive member of its Management Board on April 29, 1998. The Supervisory Board and the Management Board of BE Semiconductor are very grateful to Mr. Rischke for his contribution to the success of BE Semiconductor. STOCK REPURCHASE PROGRAM On June 17, 2002, the Company announced that it intended the repurchase of up to 1,000,000 of the Company's ordinary shares from time to time. To date, the Company has repurchased 811,295 ordinary shares at an average price of EURO 5.53 PEr share under this repurchase program. The Company currently has 30,983,380 ordinary shares outstanding. TERMINATION OF FRANKFURT STOCK EXCHANGE LISTING On December 18, 2001, the Company decided that in light of the small trading volume of its shares on the Frankfurt Stock Exchange as compared to the Amsterdam Exchanges and the Nasdaq National Market and the cost of maintaining a listing on the Frankfurt Stock Exchange, it would be in the best interest of the Company and its shareholders to terminate the Company's listing on the Frankfurt Stock Exchange. The Company's application of delist its shares has been approved by the Frankfurt Stock Exchange and accordingly, trading of the Company's shares on the Frankfurt Stock Exchange will end on October 24, 2002. [BE LOGO] Semiconductor Industries ---------------------------------------------------------------------- BE Semiconductor Industries N.V. designs, develops, manufactures, markets and services die sorting, flip chip die-attach, molding, trim and form, singulation and plating systems for the semiconductor industry's assembly operations. Its customers consist primarily of leading U.S., European, Asian, Korean and Japanese semiconductor manufacturers and subcontractors. CAUTION CONCERNING FORWARD LOOKING STATEMENTS This press release contains forward-looking statements, which are found in various places throughout the press release. While these forward-looking statements represent our judgments and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, those listed or discussed in the Company's 2001 Annual Report on Form 20-F as well as the risk that anticipated orders may not materialize or that orders received may be postponed or canceled, generally without charges; the volatility in the demand for semiconductors and our products and services; acts of terrorism and violence; overall global economic conditions; risks, such as changes in trade regulations, currency fluctuations, political instability and war, associated with a substantial foreign customer and supplier base and substantial foreign manufacturing operations; potential instability in foreign capital markets; the risk of failure to successfully manage our expanding and more diverse operations; and other key factors that could adversely affect our businesses and financial performance contained in past and future filings and reports, including those with the United States Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. A CONFERENCE CALL TO DISCUSS THESE RESULTS WILL BE HELD TODAY AT 4:00 PM DUTCH TIME (3:00 PM LONDON TIME, 10:00 AM NY TIME). INTERESTED PARTICIPANTS MAY CALL (31) 20 531 5871 FOR THE TELECONFERENCE. CONTACTS: Richard W. Blickman Cor te Hennepe President & CEO Director of Finance BE Semiconductor Industries N.V. BE Semiconductor Industries N.V. Tel. (31) 416 384345 Tel. (31) 416 384345 (tables to follow) [BE LOGO] Semiconductor Industries ---------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS (Euro in thousands, except share and per share data) (unaudited)
============================================================================================================================ THREE MONTHS NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ------------------------------------------------------------------ 2001 2002 2001 2002 ============================================================================================================================ Net sales 31,463 22,413 131,106 56,043 Cost of sales 19,849 15,044 80,824 39,278 ================================ ================================ Gross profit 11,614 7,369 50,282 16,765 Selling, general and administrative expenses 6,882 6,819 24,243 19,615 Research and development expenses 3,194 2,855 11,772 8,744 Restructuring charges 1,700 400 5,300 400 Amortization of intangible assets 966 644 2,893 1,950 -------------------------------- -------------------------------- Total operating expenses 12,742 10,718 44,208 30,709 Operating income (loss) (1,128) (3,349) 6,074 (13,944) Interest income, net 1,118 837 3,305 2,620 -------------------------------- -------------------------------- Income (loss) before taxes and equity in loss of affiliated companies (10) (2,512) 9,379 (11,324) Income taxes (benefit) 115 (858) 3,657 (3,511) -------------------------------- -------------------------------- Income (loss) before equity in loss of affiliated companies (125) (1,654) 5,722 (7,813) Equity in loss of affiliated companies (2,642) -- (5,077) -- Restructuring charges affiliated companies -- -- (4,125) -- ------------------------------------------------------------------ Equity in loss of affiliated companies, net (2,642) -- (9,202) -- -------------------------------- -------------------------------- Net loss (2,767) (1,654) (3,480) (7,813) ============================================================================================================================ Loss per share - basic and diluted (0.09) (0.05) (0.11) (0.25) Weighted number of shares - basic 31,794,675 31,330,660 31,794,675 31,638,304 Weighted number of shares - diluted 31,794,675 31,330,660 31,794,675 31,638,304 ============================================================================================================================
The financial information has been prepared in accordance with US GAAP. (table to follow) [BE LOGO] Semiconductor Industries ----------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Euro in thousands) ================================================================================================================== December 31, 2001 SEPTEMBER 30, 2002 (unaudited) - -------------------------------------------------------------------------------------- --------------------------- ASSETS Cash and cash equivalents 141,506 114,288 Accounts receivable, net 31,078 33,672 Inventories 29,310 33,870 Other current assets 5,087 9,003 ======================= =========================== TOTAL CURRENT ASSETS 206,981 190,833 Property, plant and equipment 28,466 22,100 Goodwill 13,025 18,267 Patents and trademarks 18,705 17,927 Other non-current assets 4,709 6,724 ----------------------- --------------------------- TOTAL ASSETS 271,886 255,851 ======================= =========================== LIABILITIES AND SHAREHOLDERS' EQUITY Current portion of long-term debt and capital leases 1,648 1,216 Accounts payable 5,520 11,255 Other current liabilities 22,692 17,771 ----------------------- --------------------------- TOTAL CURRENT LIABILITIES 29,860 30,242 Long-term debt and capital leases 9,040 8,050 Other non-current liabilities 4,684 5,077 ----------------------- --------------------------- TOTAL NON-CURRENT LIABILITIES 13,724 13,127 TOTAL SHAREHOLDERS' EQUITY 228,302 212,482 ----------------------- --------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 271,886 255,851 ==================================================================================================================
The financial information has been prepared in accordance with US GAAP. # # # -----END PRIVACY-ENHANCED MESSAGE-----