-----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, CblexrYqC4ThyGfgveulkRUW6TjwzlOw61Dwh6oDtvgOrCkqXeDcfawcpqneSkac ijjvybjJclgljVWl95QuvQ== 0000891836-99-000006.txt : 19990108 0000891836-99-000006.hdr.sgml : 19990108 ACCESSION NUMBER: 0000891836-99-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990107 EFFECTIVENESS DATE: 19990107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70215 FILM NUMBER: 99502242 BUSINESS ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS MAIL ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONINKLIJKE PHILIPS ELECTRONICS N.V. (Exact Name of Registrant as Specified in Its Charter) ROYAL PHILIPS ELECTRONICS (Registrant's Name for Use in English) THE NETHERLANDS (State or Other Jurisdiction of Incorporation or Organization) NONE (I.R.S. Employer Identification Number) REMBRANDT TOWER, AMSTELPLEIN 1, AMSTERDAM 1070MX, THE NETHERLANDS (Address of Principal Executive Offices) PHILIPS ELECTRONICS NORTH AMERICA CORPORATION 1998 STOCK OPTION PLAN (Full Title of the Plan) LYNNE A. BEZIKOS 1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104 (212) 536-0612 (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE(1) OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------- COMMON SHARES OF KONINKLIJKE 625,000 $71.71 $44,818,750 $13,222 PHILIPS ELECTRONICS N.V., PAR VALUE 10 DUTCH GUILDERS PER SHARE =================================================================================================================== (1) CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(h) BASED UPON THE PRICE AT WHICH THE OPTIONS MAY BE EXERCISED, $71.71 PER SHARE.
PART I - -------------------------------------------------------------------------------- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. I-2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed in (a) through (c) below are incorporated by reference in the registration statement; and all documents (including Form 20-Fs) subsequently filed and, to the extent (if any) provided therein, any further documents subsequently furnished (including Form 6-Ks) by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), 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 in the registration statement and to be part thereof from the date of filing of such documents. (a) The registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or either: (1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 (the "Act") that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed, or (2) the Registrant's effective registration statement on Form 20-F filed under the Exchange Act containing audited financial statements for the registrant's latest fiscal year. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Registrant's Common Shares, par value 10 Dutch guilders per share ("Common Shares"), contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. Any statement contained 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 which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Articles of Association of Royal Philips Electronics contain no provisions under which any member of its Board of Management or Supervisory Board or officers is indemnified in any manner against any liability which he may incur in his capacity as such. However, article 40 of the Articles of Association of Royal Philips Electronics provides: "Adoption by the General Meeting of Shareholders of the annual accounts ... without any express reservation made by the general meeting of shareholders shall have the effect of fully discharging the Board of Management and the Supervisory Board from liability for performance of their respective duties in the financial year concerned." Under Netherlands' law, this discharge is not absolute and would not be effective as to any matters not disclosed in the annual accounts and the report of the Board of Management, as presented to and adopted by the General Meeting of Shareholders. Members of the Board of Management, the Supervisory Board and certain officers of Royal Philips Electronics are, to a limited extent, insured under an insurance policy against damages resulting from their conduct when acting in their capacities as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit No. Description - ------- ----------- 4.1 Philips Electronics North America Corporation 1998 Stock Option Plan, dated February 12, 1998. 23.1 Consent of KPMG Accountants N.V. ITEM 9. 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 to include any information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement II-2 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES OF ROYAL PHILIPS ELECTRONICS Pursuant to the requirements of the Securities Act of 1933, KONINKLIJKE PHILIPS ELECTRONICS N.V. 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 the City of Amsterdam, The Netherlands, on January 6, 1999. KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ A. Westerlaken --------------------------- Name: A. Westerlaken Title: General Secretary KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Lynne A. Bezikos his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the indicated capacities on January 6, 1999. Name Title - ---- ----- /s/ Cor Boonstra President, Chairman of the Board of Management - ---------------------------- (Principal Executive Officer) Cor Boonstra /s/ Dudley G. Eustace Executive Vice-President, Vice-Chairman of - ---------------------------- the Board of Management Dudley G. Eustace /s/ Jan H.M. Hommen Executive Vice-President, Member of the Board - ---------------------------- of Management and Chief Financial Officer Jan H.M. Hommen (Principal Financial and Accounting Officer) /s/ Adri Baan Executive Vice-President, Member of the Board - ---------------------------- of Management Adri Baan /s/ Doug J. Dunn Executive Vice-President, Member of the Board - ---------------------------- of Management Doug J. Dunn /s/ Y. C. Lo Executive Vice-President, Member of the Board - ---------------------------- of Management Y.C. Lo II-4 Name Title - ---- ----- /s/ Arthur P.M. van der Poel Executive Vice-President, Member of the Board - ---------------------------- of Management Arthur P.M. van der Poel /s/ John W. Whybrow Executive Vice-President, Member of the Board - ---------------------------- of Management John W. Whybrow /s/ Roel Pieper Executive Vice-President, Member of the Board - ---------------------------- of Management Roel Pieper /s/ F.A. Maljers Chairman of the Supervisory Board - ---------------------------- F.A. Maljers /s/ A. Leysen Vice-Chairman of the Supervisory Board - ---------------------------- A. Leysen /s/ W. Hilger Member of the Supervisory Board - ---------------------------- W. Hilger /s/ L.C. van Wachem Member of the Supervisory Board - ---------------------------- L.C. van Wachem /s/ C.J. Oort Member of the Supervisory Board - ---------------------------- C.J. Oort /s/ L. Schweitzer Member of the Supervisory Board - ---------------------------- L. Schweitzer /s/ Sir Richard Greenbury Member of the Supervisory Board - ---------------------------- Sir Richard Greenbury /s/ W. de Kleuver Member of the Supervisory Board - ---------------------------- W. de Kleuver /s/ Lynne A. Bezikos Duly authorized representative in the United - ---------------------------- States Lynne A. Bezikos II-5 INDEX TO EXHIBITS 4.1 Philips Electronics North America Corporation 1998 Stock Option Plan, dated February 12, 1998. 23.1 Consent of KPMG Accountants N.V. EX-4.1 2 1998 STOCK OPTION PLAN, PHILIPS ELECTRONICS N.A. EXHIBIT 4.1 PHILIPS ELECTRONICS NORTH AMERICA CORPORATION 1998 STOCK OPTION PLAN 1. Purpose. The purpose of the Philips Electronics North America Corporation 1998 Stock Option Plan (the "Plan") is to enhance the ability of Philips Electronics North America Corporation (the "Company"), an indirect wholly-owned subsidiary of Koninklijke Philips Electronics N.V. ("Philips") and any participating division, subsidiary or affiliate of the Company selected by the Board (a "Division") to attract and retain key employees of outstanding ability and to provide employees with an interest in Philips parallel to that of the Philips' shareholders. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Committee" shall mean a committee of no less than two members of the Board appointed by the Board to administer the Plan and to perform the functions set forth herein. (c) "Fair Market Value" per share as of a particular date shall mean the average of the high and low prices of the Shares reported on the relevant date as published in a recognized financial newspaper for New York Stock Exchange Composite Transactions. In the event that the Stock is not traded on the relevant date, Fair Market Value shall be determined by the Committee in its reasonable discretion. (d) "Option" shall mean a non-statutory option to purchase stock. (e) "Option Period" shall have the meaning set forth in Section 5(b) of the Plan. (f) "Participant" shall mean an employee of the Company or Division who is selected to participate in the Plan in accordance with Section 4. (g) "Shares" shall mean the common shares of Philips. 3. Administration. The Plan shall be administered by the Committee. (a) The Committee shall (i) approve the selection of Participants, (ii) determine the number of Shares subject to Options, up to an aggregate number not exceeding the number of Shares approved for the Plan from time to time by Philips' Board of Management, Supervisory Board and meeting of its priority shareholders, and not previously issued upon the exercise of Options or subject to unexercised outstanding Options, (iii) determine the terms and conditions of any Option granted hereunder (including, but not limited to, any restriction and forfeiture conditions on such Option) and (iv) have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Option in the manner and to the extent it shall deem desirable. (b) Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, Division and its shareholders, Participants and persons claiming rights from or through a Participant. (c) The Committee may delegate to officers or employees of the Company or Division and to service providers, the authority, subject to such terms as the Committee shall determine, to perform administrative functions with respect to the Plan and Option agreements. (d) Members of the Committee and any officer or employee of the Company or Division acting at the direction of, or on behalf of, the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified by the Company with respect to any such action or determination. 4. Eligibility. Individuals eligible to receive Options under the Plan shall be the key employees of the Company and Divisions selected by the Committee. 5. Options. Options may be granted under the Plan commencing as of the Effective Date and from time to time thereafter in such form as the Committee may from time to time approve pursuant to terms set forth in an Option agreement. The Committee may alter or waive, at any time, any term or condition of an Option that is not mandatory under the Plan. (a) Option Price. The purchase price per share of Stock purchasable under an Option shall be not less than 100% of the Fair Market Value of the Stock on the date of the grant of the Option specified in the Option agreement. (b) Option Period. The term of each Option shall be 10 years from the date the Option is granted (the "Option Period"). (c) Exercisability. Subject to Section 6, each Option shall vest and become exercisable at a rate of 33-1/3% upon the first anniversary of the date of grant, and an additional 33-1/3% on each of the second and third anniversaries of the date of grant. (d) Method of Exercise. Options may be exercised, in whole or in part (subject to a minimum of 10 Shares of Stock), by giving written notice of exercise to the Company specifying the number of Shares to be purchased. Such notice shall be accompanied by the payment in full of the Option purchase price in accordance with any method set forth in the Option agreement. (e) In the event that an Option expires or is terminated without being exercised in full, including in cases of forfeiture, such Shares subject to such Option shall thereafter be again available for grant pursuant to the Plan. 6. Divestiture. (a) Total Divestiture. In the event that a participating Division for which a Participant is employed is fully divested by Philips, all outstanding Options held by such Participant shall become fully vested and the Participant shall be entitled to exercise such Options until the date which is 90 days from the date of divestiture. (b) Divestiture with Continued Ownership. In the event that a participating Division or part thereof for which a Participant is employed is divested by Philips, and provided that Philips retains an ownership interest in such Division of 1% or more, all outstanding Options held by such Participant shall continue to vest in accordance with the schedule set forth in Section 5(c), and vested Options shall be exercisable by such Participant until the earlier to occur of (i) the expiration of the Option Period or (ii) the date which is 90 days from the date that Philips no longer retains an ownership interest of at least 1%. (c) For purposes of this Section 6, as long as Philips continues to own an 80% or greater interest in a participating Division, no divestiture shall be deemed to have occurred. 7. Forfeiture. Options shall be subject to termination and forfeiture as provided in the Option agreement applicable to an Option. Notwithstanding anything in the Plan to the contrary, the Committee may provide in any Option agreement that in the event of a serious breach of conduct by an employee or former employee (including, without limitation, any conduct prejudicial to or materially adverse to the business of the Company, a Division or Philips) the Committee may cancel any outstanding Option granted to such employee or former employee, in whole or in part, whether or not vested. Such cancellation shall be effective as of the date specified by the Committee. The determination of whether an employee or former employee has engaged in a serious breach of conduct shall be determined by the Committee in good faith and in its sole discretion, and such determination shall be binding and conclusive on the employee or former employee. 8. Withholding. The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law to be withheld therefrom, or to require a Participant to pay to the Company in cash any amount required to be withheld prior to the issuance or delivery of any Shares under the Plan. 9. Nontransferability. No Option shall be assignable or transferable by the Participant otherwise than by will or the laws of descent and distribution, and Options shall be exercisable, during the Participant's lifetime, only by the Participant (or by the Participant's legal representatives in the event of the Participant's incapacity). 10. No Right to Employment. Nothing contained in the Plan or in any Option under the Plan shall confer upon any employee any right with respect to the continuation of employment with the Company or Division, or interfere in any way with the right of the Company or Division to terminate such employment at any time. Nothing contained in the Plan shall confer upon any employee or other person any claim or right to any Option or Shares under the Plan. 11. Governmental Compliance. Each Option under the Plan shall be subject to the requirement that if at any time the Committee shall determine that the listing, registration or qualification of any Shares issuable or deliverable thereunder upon any securities exchange or under any Federal, state or other law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition thereof, or in connection therewith, no such Option may be exercised or Shares issued or delivered unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 12. Adjustments. In the event of any change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spinoff, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends, the number or kind of Shares available for Options under the Plan may be adjusted by the Committee as it shall in its sole discretion deem equitable and the number and kind of Shares subject to any outstanding Options granted under the Plan and the purchase price thereof may be adjusted by the Committee as it shall in its sole discretion deem equitable to preserve the value of such Options. 13. Amendment. The Board may amend, modify, suspend or terminate the Plan or any portion thereof at any time, provided that, except as provided in Section 12, no amendment shall be made which would reduce the option price specified in the Plan. 14. General Provisions. (a) Except as otherwise provided by the Committee in the applicable Option agreement, a Participant shall have no rights as a shareholder with respect to any Shares subject to Options until a certificate or certificates evidencing such Shares shall have been issued to the Participant and, subject to Section 12, no adjustment shall be made for dividends or distributions or other rights in respect of any Share for which the record date is prior to the date on which Participant shall become the holder of record thereof. (b) The Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflict of laws. (c) Where the context requires, words in either gender shall include the other gender. (d) The value of Options (or Shares purchased upon exercise of Options) under the Plan shall not be considered as compensation in determining a Participant's benefits under any benefit plan of the Company or a Division, including, but not limited to, group life insurance, long-term disability, family survivors, the retirement plan and the Employee Savings Plan. 15. Term of Plan. Subject to earlier termination pursuant to Section 13, the Plan shall have a term of 10 years from the Effective Date. 16. Effective Date. The Plan shall be effective as of February 12, 1998 (the "Effective Date"). EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS, DATED 1/6/99 Exhibit 23.1 CONSENT OF THE INDEPENDENT AUDITORS To the Supervisory Board and Board of Management of Koninklijke Philips Electronics N.V. We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 10, 1998, relating to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 1997 and 1996, and the consolidated statements of income, cash flows and stockholders' equity for each of the years in the three-year period ended December 31, 1997, included in the December 31, 1997 annual report on Form 20-F of Koninklijke Philips Electronics N.V. Eindhoven, The Netherlands January 6, 1999 /s/ KPMG Accountants N.V. KPMG Accountants N.V. -----END PRIVACY-ENHANCED MESSAGE-----