-----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, BbhrdQRbHCyIphjRSirQQgSd8vTBE8QC0SZiFg0Zh+VbhFeCeB8EzyE4QYXhSkZo lSiyZo9QuPlkS60EafgYgg== 0000950135-06-000242.txt : 20060123 0000950135-06-000242.hdr.sgml : 20060123 20060123092604 ACCESSION NUMBER: 0000950135-06-000242 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051031 FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 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: 06542231 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 b58704bse6vk.txt BE SEMICONDUCTOR INDUSTRIES N.V. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For The Month of October, 2005 Commission File Number 000-27298 BE SEMICONDUCTOR INDUSTRIES N.V. (Translation of Registrant's Name Into English) Marconilaan 4 5151 DR Drunen The Netherlands (Address of Principle Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ___ 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 ----- ----- (IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE REGISTRANT IN CONNECTION WITH RULE 12g3-2(b) : 82-_______.) The Netherlands Authority for the Financial Markets, the supervisory authority for securities trading in the Netherlands, adopted the "Market Abuse Directive" effective October 1, 2005. As a result of the adoption of the "Market Abuse Directive", BE Semiconductor Industries N.V. (the "Company"), amended the Company's Code of Conduct with Regard to Insider Information. The amendment relates to certain reporting obligations for representatives of the Company of transactions in the Company's securities. A copy of the revised Code of Conduct with Regard to Insider Information is attached hereto as Exhibit 99.1. The Company is furnishing a press release dated December 5, 2005 which announced "Analyst Day 2005." A copy of the press release is attached hereto as Exhibit 99.2. The Company is furnishing a press release dated December 6, 2005 provides an agenda of the topics to be addressed by the Company at "Analyst Day 2005." A copy of the press release is attached hereto as Exhibit 99.3.
Exhibits - -------- 99.1 Code of Conduct With Regard to Insider Information 99.2 Press Release dated December 5, 2005 99.3 Press Release dated December 6, 2005
Page 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: January 23, 2006 Page 3 EX-99.1 2 b58704bsexv99w1.txt CODE OF CONDUCT WITH REGARD TO INSIDER INFORMATION Exhibit 99.1 (BESI LOGO) CODE OF CONDUCT WITH REGARD TO INSIDER INFORMATION (informal translation) The Executive Board of BE Semiconductor Industries N.V. ("Besi") has laid down the following code of conduct with regard to Insider Information: CHAPTER 1 - DEFINITIONS A number of terms are used with a particular meaning in this code of conduct. These terms, for which the first letter is written each time in capitals, and the application of these terms in this code of conduct, are given below: Act: Supervision of Securities Transactions Act 1995 (Wet toezicht effectenverkeer 1995). Besi Employee: anyone who is employed, or under the authority in some other form, of the Company or a Participation of the Company, regardless of the duration of the employment, as well as members of the Supervisory Board and the Management Board of the Company and its Participation, at any rate including each Designated Person and each Other Designated Person. Besi Securities: a. (certificates of) shares in the capital of the Company which are listed on the stock exchange; b. other securities issued by the Company which have been admitted to trading on a regulated market in a member state or which have been accepted on a stock exchange market situated and permitted by the government in a non-member state, or securities for which a request for admission to trading on such a market has been made; c. securities of which the value is partly determined by the value of the (certificates) of shares in the capital of the Company or of the securities referred to in sub b. "Black out" Period: a. the period of two months prior to the first publication of the Company's annual figures; b. the period from the first day of each quarter up to and including the moment of first publication of the Company's quarterly or half-yearly figures; c. twenty-one days before the announcement of an (interim) dividend. Company: the Public Company Limited by Shares, BE Semiconductor Industries N.V. ("Besi"), with its statutory seat in Amsterdam and domiciled in Drunen, The Netherlands. Compliance Officer: the officer as referred to in Chapter 6. Decree: the decree of 14 September 2005, providing rules for the implementation of various provisions of the Market Abuse Act (Wet marktmisbruik) (Bulletin of Acts, Orders and Decrees 2005, 467). Designated Persons: the persons as referred to in Paragraph 3.1.
Code of Conduct with regard to Insider Information Page 1 of 9 (BESI LOGO) Insider Information: information of a precise nature which has not been made public, relating, directly or indirectly, to Besi or to trading in Besi Securities and which, if it were made public, would be likely to have a significant effect on the prices of those securities or on the price of related derivative financial securities. Other Designated Besi employees and other persons involved who, on the Persons: grounds of that laid down in Paragraph 4.1 by the Compliance Officer have been designated as Other Designated Persons. Other Securities: securities as referred to in article 46 paragraph 1 sub a, b or c of the Act (with the exception of the Besi Securities), insofar as they have been designated by the Compliance Officer in accordance with that laid down in Paragraph 3.5. Participation: a legal person or company in which the Company has a Participation as laid down in article 2:24c BW(1), if the most recently established turnover of that legal person or company amounts to at least 10% of the consolidated turnover of the Company. Transaction: the direct or indirect purchasing or selling, or the undertaking of another legal action for the acquisition or alienation of securities, for one's own account or of the account of another party.
CHAPTER 2 - GENERAL RULES FOR ALL BESI EMPLOYEES PROHIBITION ON UNDERTAKING A TRANSACTION 2.1. Each Besi Employee is prohibited from undertaking a Transaction in Besi Securities, or having such a Transaction undertaken on his or her behalf, if he or she possesses Insider Information. This prohibition does not apply to the cases as referred to in Paragraph 2.5. PROHIBITION ON RECOMMENDING OR INDUCING A TRANSACTION 2.2 Each Besi Employee is prohibited from recommending or inducing a third party to carry out Transactions in Besi Securities, or have such Transactions carried out, if he or she possesses Insider Information. OBLIGATION TO SECRECY 2.3 Each Besi Employee is prohibited from disclosing Insider Information to third parties. ADVICE OF THE COMPLIANCE OFFICER 2.4 If a Besi Employee is doubtful as to whether a prohibition applies to him or her, he or she is recommended to contact the Compliance Officer. EXCEPTIONS 2.5 The prohibition in Paragraph 2.1 is not applicable to: a. those who undertake or bring about a Transaction in order to fulfil a claimable obligation which already existed at the time when he or she obtained Insider Information; Code of Conduct with regard to Insider Information Page 2 of 9 (BESI LOGO) b. the acceptance within the framework of an employee scheme of options, convertible bonds, warrants or similar rights to Besi Securities; c. within the framework of a personnel scheme, the exercise of assigned options, the conversion of convertible obligations or the exercising of issued warrants or similar rights to Besi Securities on the expiration date of this right or within a period of five working days prior to that date; as well as the sale of the Besi Securities acquired with the exercising of the rights within this period, provided that the party involved notified the Compliance Officer in writing at least four months prior to the expiration date that he or she is to proceed with the sale or provided that an irrevocable mandate to sell has been given tot the Compliance Officer; d. the assignment of Besi Securities as a dividend payment, other than as a matter of choice. STATUTORY PROHIBITORY CLAUSES 2.6 The Act also contains prohibitory clauses, including those for undertaking Transactions in other securities than Besi Securities, when the party involved possesses Insider Information within the meaning of the Act. These prohibitory clauses apply to everyone and not only to Besi Employees. Naturally the provisions of this code of conduct do not affect the prohibitions contained in the Act. CHAPTER 3 - PROHIBITORY CLAUSES FOR DESIGNATED PERSONS DESIGNATED PERSONS 3.1 In the application of this code of conduct, Designated Persons are: a. members of the Supervisory Board of the Company; b. members of the Management Board of the Company; c. directors and managers of legal persons or companies which have been appointed by the members of the Management Board as a Participation, in case they are not already covered by a or b; d. Besi Employees who have been designated as a Designated Person by or on behalf of the Management Board, to the extent that they are not already covered by a to c inclusive; e. members of a Works Council, group Works Council or central Works Council of the Company. PROHIBITORY CLAUSES FOR DESIGNATED PERSONS 3.2 Each Designated Person is prohibited from: a. undertaking Transactions in Besi Securities during a "Black out" Period, regardless of whether or not he possesses Insider Information; b. undertaking Transactions in Besi Securities during the period - not being a "Black out" Period - in which such has been prohibited to him by the Compliance Officer on the grounds of that laid down in paragraph 3.3. of this code of conduct; c. undertaking a Transaction in Besi Securities within six months of undertaking another Transaction in Besi Securities, if the other Transaction is the opposite to the first Transaction, or through the other Transaction the risk of the first Transaction is cancelled or limited, on the understanding that this prohibition does not apply if the first Transaction is the exercising of an option issued by the Company and the second Transaction is the sale of the Besi Securities obtained through the exercising of the option; d. undertaking a Transaction in Other Securities, if the Compliance Officer has prohibited such in accordance with that laid down in Paragraph 3.5 and has informed the party Code of Conduct with regard to Insider Information Page 3 of 9 (BESI LOGO) concerned; regardless of whether or not the person concerned possesses Insider Information; e. buying options or subscribing to Besi Securities, with the exception of Securities which are issued by the Company within the context of an option plan. The prohibitions of this Paragraph are not applicable to Transactions as referred to in Paragraph 2.5. 3.3 The Compliance Officer may forbid one or more (groups) of Designated Persons to undertake Transactions in Besi Securities during a period to be determined by him outside the "Black out" Period. 3.4 Upon request of a Designated Person, under certain special circumstances the Compliance Officer may grant an exemption from that laid down in Paragraph 3.2. sub a. The request shall be made in writing and the exemption shall be granted in writing. 3.5 The Compliance Officer may stipulate that one or more Designated Persons may not undertake Transactions in Other Securities during a period to be laid down by him, if the Compliance Officer is of the opinion that the person or persons concerned possess(es) or may possess Insider Information which concerns the Other Securities, or if the Compliance Officer is of the opinion that the Designated Persons concerned may create the appearance that they would contravene article 46 of the Act, if they were to undertake a Transaction in those Other Securities. 3.6 The provisions of this Chapter remain applicable to a Designated Person for a further six months after he or she has lost that status. CHAPTER 4 - PROHIBITORY CLAUSES FOR OTHER DESIGNATED PERSONS 4.1 The Compliance Officer is authorised to temporarily designate Besi Employees other than Designated Persons and other persons involved as Other Designated Persons, if the Compliance Officer is of the opinion that the Besi Employee or other person involved concerned possesses or may come to possess Insider Information, or if the Compliance Officer is of the opinion that he or she may create the appearance that he or she would act in contravention of the Act. The Compliance Officer shall inform the Besi Employee or other person involved concerned of the designation in writing. The Compliance Officer may withdraw the designation of Other Designated Person if, in the opinion of the Compliance Officer, the reason for the designation has ceased to exist. The Compliance Officer shall inform the Besi Employee or other person involved of the withdrawal of this designation in writing. 4.2 The prohibitory clauses of Paragraph 3.2 to 3.5 inclusive are applicable mutatis mutandis to Other Designated Persons as long as that designation continues, and for a period of six months after such persons have lost the status of Other Designated Person. CHAPTER 5 - OBLIGATION TO REPORT REPORTING TRANSACTIONS UNDERTAKEN TO THE COMPLIANCE OFFICER 5.1 Designated persons and Other Designated Persons are obliged to submit a written report to the Compliance Officer of any Transaction in Besi Securities immediately after undertaking the Transaction. This does not apply to Transactions as referred to in Paragraph 2.5. Code of Conduct with regard to Insider Information Page 4 of 9 (BESI LOGO) 5.2 The reports as referred to in this Chapter 5 are submitted using the forms made available by the Compliance Officer. When making the report, all the questions contained in the form must be fully and truthfully answered. DESIGNATED PERSONS' STATUTORY OBLIGATION TO REPORT TO THE ORGANISATION FOR THE SUPERVISION OF SECURITIES TRANSACTIONS (AUTORITEIT FINANCIELE MARKTEN) 5.3 Pursuant to that laid down in article 47a of the Act Designated Persons, with exeption of those mentioned in Paragraph 3.1 sub e, are obliged to submit a report of conducted Transactions in Besi Securities, to the Authority for the Financial Markets (Autoriteit Financiele Markten). This does not apply to Transactions as referred to in Paragraph 2.5, however, without prejudice to the obligations for Management Board members and Supervisory Board members as stated in the Disclosure of Major Holdings in Listed Companies Act 1996 (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996). 5.4 The report must be submitted to the Authority for the Financial Markets (Autoriteit Financiele Markten) within five working days of the Transaction date. The report may be delayed until the total amount of the Transactions conducted by Designated Persons in one calendar year reach the amount of E5,000 or more per person. The total amount of the Transactions shall be computed by summing up the Transactions conducted on their own account and those of closely associated persons referred to in Paragraph 5.8. 5.5 The report must be submitted using the forms given out by the Authority for the Financial Markets. The report shall contain the following information: a. the name of the person making the notification; b. the address of the person making the notification; c. the name of the company involved; d. the reason for responsibility to notify; e. a description of the securities involved; f. the nature of the Transaction; g. the date and place of the Transaction; h. the price and volume of the Transaction. 5.6 Any Designated Person may submit a request to the Compliance Officer to make the report on his or her behalf. This request may only be made immediately after carrying out the Transaction. When the request to the Compliance Officer has not been made immediately, the Designated Person is compelled to report the Transaction to the Authority for the Financial Markets him/herself. 5.7 The obligation to report is fulfilled when a notification based on article 7, paragraph 1 or 3, or article 15, paragraph 7 of the Disclosure of Major Holdings in Listed Companies Act 1996 (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) of the realised modification has been done to the Authority for the Financial Markets. CLOSELY ASSOCIATED PERSONS' STATUTORY OBLIGATION TO REPORT TO THE AUTHORITY FOR THE FINANCIAL MARKETS (AUTORITEIT FINANCIELE MARKTEN) 5.8 Pursuant to that laid down in article 47a sub d of the Act in respect with article 5 of the Decree, closely associated persons are also obliged to report Transactions in Besi Securities within five working days of the Transaction date to the Authority for the Financial Markets closely associated persons are the following people: a, the spouse or registered partners of Designated Persons referred to in Paragraph 3.1 a, b, c and d, or other persons who run a joint household with one of the aforementioned persons; b. dependent children of Designated Persons referred to in Paragraph 3.1 a, b, c and d; Code of Conduct with regard to Insider Information Page 5 of 9 (BESI LOGO) c. other relatives of Designated Persons referred to in Paragraph 3.1 a, b, c and d who have shared the same household as that person for at least one year on the date of the Transaction concerned; d. any legal person, trust or partnership as stated in article 1 sub c of the Act on the Supervision of Trust Offices (Wet toezicht trustkantoren, of personenvennootschappen): 1. whose managerial responsibilities are discharged by a Designated Person referred to in Paragraph 3.1 a, b, c and d, or with a person as referred to in section a, b or c of this Paragraph; 2. which is directly or indirectly controlled by such a person; 3. which is set up for the benefit of such a person; 4. whose economic interests are substantially equivalent to those of such a person. The obligation to report does not apply to Transactions referred to in Paragraph 2.5. 5.9 The Company notifies the closely associated persons, known to the Company, about the obligation to report such Transactions. 5.10 Designated persons are obliged to inform their spouses, relations by blood or affinity in the first degree and other persons with whom they run a joint household of the obligations of Paragraph 5.8. 5.11 The closely associated persons referred to in Paragraph 5.8 are obliged to report the Transaction to the Authority for the Financial Markets themselves. However they may submit a request in writing to the Compliance Officer to make the report on their behalf. This request may only be made immediately after carrying out the Transaction. The request should be done using the forms given out by the Compliance Officer. 5.12 Paragraph 5.7 is applicable mutatis mutandis to closely associated persons. CHAPTER 6 - COMPLIANCE OFFICER 6.1 The Management Board shall appoint a Compliance Officer and may dismiss him or her at any time. 6.2 The Management Board shall inform all Designated Persons and Other Designated Persons who the Compliance Officer is and where he or she can be reached. 6.3 The Compliance Officer has the tasks and authority which are assigned to him or her in this code of conduct. The Management Board may assign additional tasks and authority to the Compliance Officer. 6.4 The Compliance Officer, in consultation with the Management Board, may appoint one or more deputies, whether or not at offices in other countries, who may exercise in those countries on behalf of Besi Employees such tasks and authority as the Compliance Officer shall determine in consultation with the Management Board. The Compliance Officer, in consultation with the Management Board, may appoint persons who shall deputise for him or her in his or her absence. 6.5 The Compliance Officer shall submit an annual report to the Chairman of the Management Board of the Company. Code of Conduct with regard to Insider Information Page 6 of 9 (BESI LOGO) CHAPTER 7 - REGISTER 7.1 The Compliance Officer shall keep a register containing the following information: a. all names and addresses of Designated Persons; b. all reports as referred to in Paragraph 5.1; c. all appointments of Other Designated Persons; d. all withdrawals of appointments of Other Designated Persons; e. all decisions to apply Paragraph 3.3; f. all requests to grant exemptions, and all exemptions granted, as referred to in Paragraph 3.4; g. all requests as referred to in Paragraph 5.6; h. all requests and reports to the Compliance Officer as referred to in Paragraph 5.11; i. copies of management agreements which he has received on the grounds of that laid down in Paragraph 8.2. 7.2 A Besi Employee is entitled to examine the information in the register, insofar as this information concerns him or her. 7.3 The Chairman of the Executive Board of the Company is entitled to examine the register at all times. 7.4 The Compliance Officer may remove information from the register which is over five years old. CHAPTER 8 - INDEPENDENT ADMINISTRATORS 8.1 The prohibitory clauses of this code of conduct, as well as the obligations to report as referred to in this code of conduct, are not applicable if and insofar a Transaction in Besi Securities is undertaken for the account of a Besi Employee, a Designated Person or an Other Designated Person by an independent administrator, who under the terms of a written agreement with the Besi Employee, Designated Person or Other Designated Person concerned has been given a free hand in managing the latter's securities portfolio and undertakes the Transaction concerned without the intervention of or conferring with his client. 8.2 The Besi Employee, Designated Person or Other Designated Person is obliged to provide the Compliance Officer with a copy of the management agreement and to inform the Compliance Officer of all changes to this management agreement. 8.3 The Compliance Officer is authorised to send a copy of the management agreement to the Authority for the Financial Markets (Autoriteit Financiele Markten), on behalf of the person concerned. 8.4 The exemption stated in Paragraph 8.1 does not apply to members of the Management Board or members of the Supervisory Board of the Company, as far as the obligation to report under the Disclosure of Major Holdings in Listed Companies Act 1996 (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) is concerned. Code of Conduct with regard to Insider Information Page 7 of 9 (BESI LOGO) CHAPTER 9 - SANCTIONS 9.1 In the event of contravention of one or more of the provisions of this code of conduct, the Company and the employer respectively reserve the right to impose sanctions which they are entitled to do on the grounds of the laws and/or the (employment) contract with the person concerned, including the termination of the (employment) contract with the person concerned, whether or not to take immediate effect. CHAPTER 10 - OTHER PROVISIONS DATE OF COMING INTO EFFECT 10.1 This code of conduct comes into effect on the 1st of October 2005. 10.2 This code of conduct replaces the existing Code of Conduct as from the 1st of October 2005. APPLICABILITY 10.3 This code of conduct is applicable to all Besi Employees, Designated Persons and Other Designated Persons, insofar not stated otherwise in this code itself. OTHER CAPACITIES 10.4 The provisions of this code of conduct are applicable to Besi Employees, Designated Persons and Other Designated Persons, regardless of the capacity in which they undertake Transactions, and are therefore also applicable if the person involved undertakes a Transaction for the account or as representative of another person. AMENDMENTS 10.5 The provisions of this code of conduct may be amended and added to by decision of the Management Board of the Company. Amendments and additions come into force from the moment they have been made known, unless a later date is stated at the time of notification. OTHER 10.6 In all cases not provided for by this code of conduct, the Management Board is authorised to make a decision. 10.7 Dutch law shall apply to this code of conduct. Code of Conduct with regard to Insider Information Page 8 of 9 (BESI LOGO) Notes: (1) Section 2:24c DDC: 1. A legal person or partnership has a participation in a legal person if it or one or more of its subsidiaries, solely or jointly and for its own account, contributes, or causes the contribution of, capital with the object of a lasting relationship with such legal person for the furtherance of its own activities. If one-fifth or more of the issued capital is contributed, the existence of a participation shall be presumed. 2. A legal person has a participation in a partnership if it or its subsidiary: a. is, as a partner, fully liable to its creditors for all liabilities; or b. is otherwise a partner therein with the object of a lasting relationship with such legal person for the furtherance of its own activities. Code of Conduct with regard to Insider Information Page 9 of 9 EX-99.2 3 b58704bsexv99w2.txt PRESS RELEASE DATED DECEMBER 5, 2005 Exhibit 99.2 (BESI LOGO) FOR: BE SEMICONDUCTOR INDUSTRIES N.V. Marconilaan 4 5151 DR Drunen The Netherlands PRESS RELEASE BE SEMICONDUCTOR INDUSTRIES ANNOUNCES ANALYST DAY 2005 Drunen, the Netherlands, December 5, 2005, BE Semiconductor Industries N.V. ("the Company" or "Besi") (Nasdaq: BESI; Euronext: BESI), today announced that it will review the semiconductor equipment market, its product portfolio, production strategies, research and development activities, and operations in a meeting with analysts at its Fico-subsidiary in Duiven, the Netherlands, on December 6, 2005. Besi will also provide perspective on its strategy and its execution. All presentations from Besi's Analyst Day 2005 will be available on the Company's website at www.besi.com on December 6, 2005. BE Semiconductor Industries N.V. designs, develops, manufactures, markets and services die sorting, flip chip bonding and multi-chip die bonding, packaging and plating equipment for the semiconductor industry's assembly operations. Its customers consist primarily of leading U.S., European, Asian, Korean and Japanese semiconductor manufacturers and subcontractors which utilize its products for both array connect and conventional leadframe manufacturing processes. CONTACTS: Richard W. Blickman Cor te Hennepe Hetwig van der Sande Claudia Vissers tel. (31) 416 384345 EX-99.3 4 b58704bsexv99w3.txt PRESS RELEASE DATED DECEMBER 6, 2005 Exhibit 99.3 (BESI LOGO) FOR: BE SEMICONDUCTOR INDUSTRIES N.V. Marconilaan 4 5151 DR Drunen The Netherlands PRESS RELEASE BE SEMICONDUCTOR INDUSTRIES ANALYST DAY 2005 Drunen, the Netherlands, December 6, 2005 BE Semiconductor Industries N.V. ("the Company" or "Besi") (Nasdaq: BESI; Euronext: BESI) will review the semiconductor equipment market, its product portfolio, production strategies, research and development activities, and operations in a meeting with analysts at its Fico-subsidiary in Duiven, the Netherlands on December 6, 2005. Besi will also provide perspective on its strategy and its execution. Besi's Analyst Day 2005 presentations will be available on the Company's website at www.besi.com on December 6, 2005. The agenda contains the following topics: - - Overview - - Market Development - - Business Strategy - - Datacon - - Besi Production Strategy - - Financial Summary September 30, 2005 - - Plant Tour The highlights per topic are as follows: 1) Overview: Business Summary: - - Leading semi equipment supplier with #1 or #2 market positions in key assembly products. #2 overall in H1-2005 due to Datacon acquisition - - Broad assembly equipment portfolio, blue-chip customer base, long term relationships - - Global manufacturing operations and workforce in 7 countries; 1,166 employees - - Pro forma sales of E194.3 million in 2004 - - Market capitalization E134 million (32.7 million shares, share price E4.10). Euronext and NASDAQ listings - - E46 million 5.5% convertible bonds due 2012. Euronext listing - - Cash September 30, 2005 E60.3 million. Debt of E85.0 million, including convert (BESI LOGO) 2) Market Development WW Semiconductor Capex Spending Forecasts 2006: - - Industry analysts forecast single digit semiconductor revenue growth for 2006 - - VLSI Research expects 6.2% growth for chip equipment (29 November 2005) - - Gartner Dataquest expects 22.1 % growth for packaging and assembly equipment (October 2005) 3) Key Assembly Product Line Drivers Packaging New package roadmaps, miniaturization Die Bonding System in package, flip-chip, miniaturization, RFID Die Sorting System in package, miniaturization, increased assembly yield Plating Volume, green requirements, RFID 4) Business Strategy Besi Strategy: - - Technology leadership in advanced packaging solutions - - Increase market share via array connect and new assembly applications such as RFID - - Significantly reduce manufacturing cost through transfer of systems and tooling production to lower cost regions - - Significantly improve profitability and cash flow generation via sales and gross margin improvement, careful focus on overhead levels and working capital levels - - Selectively acquire companies which can extend product portfolio, have significant market share and outperform market growth forecasts 5) Key Objectives 2006 Sales - Strengthen market positions in Taiwan and Korea - Introduce and sell on a volume basis RFID systems for die bonding and plating applications Operations - Strengthen key management positions in Asian operations - Reduce manufacturing cost by 30% for new generation molding and flip-chip bonding systems through outsourcing and manufacturing in Asia - Reduce lead times 20% - Headcount reductions through attrition - Improve w/c management through higher inventory turn and lower DSO - Increase profitability (BESI LOGO) 6) Datacon Overview of Datacon: - - Private company, founded in 1986, located in Radfeld, Austria - - Leading global manufacturer of flip chip and multi chip die bonding equipment for the semiconductor, telecommunications and automotive industries - - World's largest manufacturer of flip chip bonding equipment to the semiconductor industry in 2005 according to VLSI; #1 in multi chip bonding for automotive and SIP (system in package) applications. - - Largest customers include Epcos, Infineon, Bosch, ST Micro, Skyworks and Fairchild, Amkor, ASE, Samsung and STATSChipPAC, - - Production facilities in Radfeld (Austria, 2,200 sqm), Gyor (Hungary, 1,350 sqm) and Berlin (Germany, 500 sqm) - - Currently employs approximately 390 people and has an estimated installed base of approximately 1,700 machines at customer locations worldwide 7) Datacon Cost Reduction Strategy - Production relocation to low cost manufacturing countries: Malaysia, Hungary Restructured Datacon operations in 2004/2005: - Reduction headcount in Radfeld 42 people - Reduction headcount in Eurotec by 15 people - Transferred 2200 apm production from Austria to Hungary (80%) - Started transfer 8800 FC Quantum production to Hungary (15%) Objectives for 2006: - Set up 2200 EVO production in Malaysia - Complete transfer of 8800 FC Quantum from Austria to Hungary (80%) - Result: 80% of Datacon production will be in Hungary and Malaysia by end of 2006 8) Besi Production Strategy Objectives - - Product ownership and intellectual capital Europe and US - - New product development/engineering in Europe and US - - Sourcing and manufacturing for standard systems and modules in Asia - - Substantially all tooling capacity in Asia - - Special tooling and quick turnaround tooling capacity in Netherlands 9) Production Restructuring 2004 - 2005 - - Substantial workforce, facility and product restructuring - - Transferred 15% of packaging systems capacity to Malaysia - - Transferred 60% of Datacon capacity from Austria to Hungary - - Transferred 60% of tooling capacity from Europe to Asia - - Invested E4 million to establish Chinese operations and expand Malaysian production capacity (BESI LOGO) Production Restructuring 2004 - 2005 (continued) Packaging Equipment Restructured Dutch Fico packaging/tooling operations (2004/2005) - Consolidated 4 facilities into 1 facility in Duiven - Closed Brunssum tooling - Reduced Dutch headcount by 118 or 32.6% of total Dutch headcount - Transferred production of 15 molding system modules to Malaysia (2004). Complete system in Q1-2005 - Production of singulation systems transferred to Malaysia in H2-2005 Die Bonding and Flip-Chip Bonding Equipment - Transferred 80% of die bonding equipment production from Austria to Hungary (2004). - Austrian headcount reduction of 51 people, or 19% Die Handling Equipment - Transferred production of tray stack feeders to Malaysia (2005) Asian Manufacturing Capacity - Commenced Chinese tooling operations in 2004 - Expanded Malaysian production facilities (20k-50k sq.ft) in 2005 10) Production Objectives 2006 1) Set up and transfer production to Malaysia of additional product lines: - Packaging Equipment: AMS-W, T/F Brightline, T/F Compact - Die Bonding Equipment: Datacon EVO next generation die bonder - Die Handling: Laurier Maverick 2) Ramp up production in Malaysia of Fico molding and singulation systems 3) Increase Malaysia shipments by 200%, increase headcount by 50% 4) Transfer 8800 Quantum (flip-chip) production from Austria to Hungary 5) Headcount worldwide remains stable 11) Summary Besi Asia Production Capabilities - Malaysia - - Established 1993, Shah Alam, Kuala Lumpur - - 58,000 sq. feet, systems and tooling production - - Maximum systems capacity/annum - 150, currently 50 - - Maximum tooling capacity/annum - 100 sets - - Headcount: 111 currently (57 systems/54 tooling) 12) Summary Besi Asia Production Capabilities - China - - Established 2003, Leshan China - - Tooling production - - 30,000 sq. feet, 130 employees - - Maximum tooling capacity/annum 200 sets (BESI LOGO) 13) Asian Production Capacity - Cost Reduction Plan 2006 - - Achieve 5% labor cost reduction in Malaysia - - Outsourcing components to India, China and SE Asia - - Longer customer production runs - - Transfer of certain tooling work from Malaysia to China - - Commence catalog engineering 14) Investment Summary - - #2 assembly equipment supplier with leading edge technology and increasing market share - - Significantly increased scale and market presence through 2005 acquisition of Datacon - - Focus on array connect and RFID applications, integrated solutions, market share gains and underlying growth fundamentals should generate above industry average revenue growth - - Benefits of restructuring, cost reduction from Asian manufacturing strategy and overhead controls should help sustain and enhance profitability of business model BE Semiconductor Industries N.V. designs, develops, manufactures, markets and services die sorting, flip chip bonding and multi-chip die bonding, packaging and plating equipment for the semiconductor industry's assembly operations. Its customers consist primarily of leading U.S., European, Asian, Korean and Japanese semiconductor manufacturers and subcontractors which utilize its products for both array connect and conventional leadframe manufacturing processes. CAUTION CONCERNING FORWARD LOOKING STATEMENTS This press release contains forward-looking statements, which are found in various places throughout the press release, including statements relating to expectations of orders, net sales, product shipments, expenses, operating results and the impact of the acquisition of Datacon on Besi's net income in fiscal year 2005. The words "anticipate", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar expressions are intended to identify forward looking statements, although not all forward looking statements contain these identifying words. 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 our Annual Report on Form 20-F for the year ended December 31, 2004, 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 substantial foreign customers, suppliers and 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 our filings and reports, including those with the United States Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements whether as a result of new information, future events or otherwise. (BESI LOGO) CONTACTS: Richard W. Blickman Cor te Hennepe President & CEO Director of Finance tel. (31) 416 384345 tel. (31) 416 384345 # # # -----END PRIVACY-ENHANCED MESSAGE-----