-----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, RaSlt0BQLm2/1l17uGJjDBF5lLg+1nnr8qHozbkHxlJ9mkXgi4wnucEaStM3jCgc IG1phUBMY0VEdDlWzs5gKg== 0000891836-99-000830.txt : 19991122 0000891836-99-000830.hdr.sgml : 19991122 ACCESSION NUMBER: 0000891836-99-000830 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991119 EFFECTIVENESS DATE: 19991119 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: 333-91289 FILM NUMBER: 99761003 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 NOVEMBER 19, 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 ATL LONG TERM PERFORMANCE UNIT 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 ================================================================================================================ TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- COMMON SHARES OF KONINKLIJKE PHILIPS ELECTRONICS N.V., $30,000,000 $8,340 PAR VALUE 1 EURO PER SHARE ================================================================================================================ (1) CALCULATED PURSUANT TO RULE 457(O).
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. 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. 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 ATL Long Term Performance Unit Plan. 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 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. 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 November 19, 1999. KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Ari Westerlaken ----------------------------------------- Name: Ari 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 November 19, 1999. Name Title - ---- ----- /s/ Cor Boonstra President, Chairman of the Board of Management - -------------------------- (Principal Executive Officer) Cor Boonstra /s/ Jan H.M. Hommen Executive Vice-President, Member of the Board of - -------------------------- Management nd Chief Financial Officer (Principal Jan H.M. Hommen Financial and Accounting Officer) /s/ Adri Baan Executive Vice-President, Member of the Board of - -------------------------- Management Adri Baan 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/ L.C. van Wachem Chairman of the Supervisory Board - -------------------------- L.C. van Wachem II-1 Name Title - ---- ----- /s/ W. de Kleuver Vice-Chairman and Secretary of the Supervisory - -------------------------- Board W. de Kleuver /s/ W. Hilger Member of the Supervisory Board - -------------------------- W. Hilger /s/ C.J. Oort Member of the Supervisory Board - -------------------------- C.J. Oort Member of the Supervisory Board - -------------------------- L. Schweitzer Member of the Supervisory Board - -------------------------- Sir Richard Greenbury Member of the Supervisory Board - -------------------------- J-M Hessels /s/Lynne A. Bezikos Duly authorized representative in the United - -------------------------- States Lynne A. Bezikos II-2 INDEX TO EXHIBITS 4.1 Philips Electronics North America Corporation ATL Long Term Performance Unit Plan. 23.1 Consent of KPMG Accountants N.V. EX-4.1 2 ATL LONG TERM PERFORMANCE UNIT PLAN ATL LONG TERM PERFORMANCE UNIT PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide additional incentives and rewards to officers, senior executives, directors and other key employees of ATL Ultrasound, Inc. ("ATL")based on their achievement of ATL's strategic business plan, through making them participants in the success of ATL and of Koninklijke Philips Electronics N.V. ("Philips") by providing the opportunity to own Philips common shares upon conversion of convertible debentures; and to attract to and retain employees of outstanding skill and competence. 2. Definitions. Unless otherwise required by the context, the terms used in the Plan shall have the meanings set forth in this Section 2. 2.1. "ATL Compensation Committee" means the Compensation Committee under the direct supervision of Philips Medical Systems B.V. which is authorized, together with Philips Medical Systems B.V., to administer the Plan. 2.2. "Beneficiary," as applied to a Participant, means a person or entity (including a trust or the estate of the Participant) designated to receive any Philips Convertible Debentures issued in respect of Performance Units, if applicable, in the event of the death of the Participant pursuant to rules of general application adopted by the ATL Compensation Committee, in a written document executed by the Participant in such form as shall be approved by the ATL Compensation Committee. If there shall not be any living person or any entity in existence so designated, the term "Beneficiary" shall mean the Participant's personal representative or estate. 2.3. "Board" means the Board of Management of Philips. 2.4. "Disability" means, with respect to a Participant, a determination by the ATL Compensation Committee, subject to the approval of Philips Medical Systems B.V., that such Participant has become "disabled" within the meaning of ATL's long-term disability plan then in effect. 2.5. "Eligible Employee" means an officer, senior executive or director of ATL, ATL managers of grade 25 or above, ATL engineers of grade E3 and above or other salaried Employees. Categorization as an Eligible Employee shall not entitle any Employee to participation in the Plan or any Performance Unit Award hereunder. 2.6. "Employee" means an individual employed by ATL. 2.7. "Fair Market Value" when applied to a Philips common share 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. 2.8. "Incentive Compensation Group" means the Employees selected by the ATL Compensation Committee for such Performance Period pursuant to the provisions of Section 4 of the Plan. 2.9. "Participant" means an Eligible Employee that has been granted a Performance Unit Award hereunder. 2.10. "Performance Period" means the three year period beginning on January 1, 1999 and ending December 31, 2001. 2.11. "Performance Unit Award" means an award granted pursuant to 5.1(a). 2.12. "Plan" means the ATL Long Term Performance Unit Plan, as it may be amended from time to time. 2.13. "Retirement" means the retirement of a Participant under the terms of the applicable retirement plan of ATL. 3. Authorized Awards. No Employee shall receive an award under the Plan in excess of three-times his or her base salary. 4. Administration. 4.1. The Plan shall be administered by the ATL Compensation Committee. 4.2. The ATL Compensation Committee may establish and from time to time amend rules and regulations of general application for the administration of the Plan, subject to the provisions thereof. 4.3. The ATL Compensation Committee shall have power and discretion, subject to the approval of Philips Medical Systems B.V., to administer, construe and interpret the Plan. Any action taken or decision made under the respective provisions of the Plan by ATL, Philips, the Board and the ATL Compensation Committee, arising out of or in connection with the administration, construction, interpretation or effect of the Plan, or recommendations in accordance therewith, or of any rules and regulations adopted thereunder, shall in each case lie within its discretion and shall be conclusive and binding on ATL and its shareholders, all members of the Incentive Compensation Group, all Participants and Beneficiaries and all other persons. 4.4. The ATL Compensation Committee shall have power and discretion, subject to the approval of Philips Medical Systems B.V., to designate members of the Incentive Compensation Group and to make Performance Unit Awards hereunder in accordance with the terms of the Plan. 5. Performance Unit Awards. 5.1 Determinations by ATL Compensation Committee and Auditors. Subject to the approval of Philips Medical Systems B.V.: (a) The ATL Compensation Committee shall select the Incentive Compensation Group and shall establish the participation level for each member of the Incentive Compensation Group based on such member's position or office. The ATL Compensation Committee shall adopt a performance measure or measures that reflect the achievement of the strategic plan and the profitability of the business. The final value of a Participant's Performance Unit Award shall be determined by the ATL Compensation Committee based upon the achievement of the performance measure(s) in accordance with Sections 5.1(b) and (c). (b) The Performance Unit Award and the Payout under the Plan, if any, for each Participant shall be calculated by the ATL Compensation Committee using the following guidelines: Performance Level Value of - ----------------- Performance Unit ---------------- Target: Strategic Plan Achieved $10 Maximum: Strategic Plan plus Synergies Achieved $15 Threshold: 75% of Strategic Plan Achieved $5 Below Threshold: Less than 75% of Strategic Plan Achieved $0 -2- Above the threshold performance level, the final value of a Performance Unit may range from $5 to $15 (in dollars and cents), depending upon final performance as determined under Section 5.1(c). Award Calculation - ----------------- Payout = Value of Performance Unit x the number of Performance Units granted. Notwithstanding the foregoing guidelines, the ATL Compensation Committee may, subject to the approval of Philips Medical Systems B.V., determine that a Participant shall receive a minimum payout with respect to his or her Performance Unit Award at the end of the Performance Period. (c) As soon as practicable after the end of the Performance Period, the independent accounting firm employed by Philips as its auditors shall determine and report the results of operations and financial condition of ATL for such Performance Period. Subject to the approval of Philips Medical Systems B.V., based on such auditor's report, the ATL Compensation Committee shall determine the value of each Performance Unit, the Payout earned by each Participant, and the number of Philips common shares that may be received by each Participant upon conversion of the Philips Convertible Debentures issued as of the Issue Date. For purposes of the Plan, the number of Philips common shares which may be received by a Participant upon conversion of the Philips Convertible Debentures issued to such Participant shall be determined by dividing the Payout amount by the Fair Market Value of the Philips common shares reported on the date of publication of Philips annual results for the year 2001, provided, however, that if such calculation results in a fractional number, such fraction shall be rounded up to the nearest whole share. 5.2. Time and Form of Payment of Performance Unit Award. (a) Payment with respect to Performance Unit Awards shall be made to Participants no later than the end of the first quarter following the end of the Performance Period (the "Issue Date") in the form of Philips Convertible Debentures. (b) Terms of Philips Convertible Debentures. (i) Registration/Transferability. Philips Convertible Debentures issued to a Participant hereunder shall be registered in the name of the Participant for purposes of Dutch law and shall specify the number of Philips common shares into which such Debentures may be converted. Philips Convertible Debentures shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the Participant's lifetime only by the Participant. (ii) Term of Debentures; Conversion. The term of the Philips Convertible Debentures issued hereunder shall be five years and shall terminate on the last day of the 60th month after the Issue Date. After the Issue Date of the Philips Convertible Debentures, such Debentures may be converted into the specified number of Philips common shares at any time during the five-year term of the Debenture, having regard to the following provisions: A. Request for Conversion: In order to exercise the conversion right, the Participant shall submit a written request for conversion to the bodies designated for this purpose by Philips -3- on a Form made available by Philips or the ATL Corporation Committee for this purpose. The date of receipt by those bodies shall be deemed to be the conversion date. B. Denomination of Debentures: One or more Philips Convertible Debenture(s) may be issued to a Participant on the Issue Date, provided, however, that the sum of the Philips common shares into which each Debenture may be converted shall not exceed the total number of Philips common shares that may be issued to such Participant upon conversion as determined by the ATL Compensation Committee pursuant to Section 5.1(c). C. Conversion Price: The conversion price for the Philips Convertible Debentures issued under the Plan shall be equal to the Fair Market Value of the Philips common shares reported on the date of publication of Philips annual results for the year 2001, multiplied by the number of Philips common shares into which such Debenture may be converted. If no price was quoted on the above referenced date, the Fair Market Value on the next trading day on which a price is quoted shall apply. In the event of a division or combination of Philips common shares into/with shares having a different nominal value, the conversion price shall be reduced or increased as appropriate and equitable. The conversion price determined in accordance with this paragraph shall be rounded down to tenths of a dollar and shall never fall beneath the nominal value of the shares. D. Redemption/Interest: A Philips Convertible Debenture which has not been converted at the end of the five-year term shall be redeemable for cash equal to the principal amount of such Debenture plus interest, which shall vest at the end of the five-year term, calculated at a rate of 3% compounded annually during such five-year term. No interest shall be payable with respect to a Philips Convertible Debenture which has been converted into Philips ordinary shares. No dividends shall be payable in respect of Philips common shares received upon conversion with respect to periods prior to the conversion date. E. Delivery: The shares to be obtained from conversion shall be delivered to a bank or broker to be designated by the Participant. F. Each Philips Convertible Debenture issued under the Plan shall be non-forfeitable by the Participant as of the date of issuance. G. Conversion Costs: Philips shall not charge any costs to the Participant for the conversion and delivery of the shares. 6. Termination of Employment. 6.1 In the event that a Participant's employment with ATL is terminated prior to the Issue Date for any reason other than the death, Disability or Retirement of the Participant, or transfer of the Participant to another Philips Affiliate, all Performance Units held by such Participant shall be forfeited and shall not entitle such Participant to any Payout under the Plan. 6.2 In the event that a Participant's employment with ATL terminates prior to the Issue Date by reason of such Participant's death, Retirement or Disability, such Participant (or his or her beneficiary) shall receive a pro-rata Payout with respect to the Performance Units held by such Participant based on the number of months from the date of his or her selection as a Participant through the end of the month in which his or her employment terminates. 6.3 A Participant whose employment is transferred to another Philips Affiliate prior to the Issue Date shall receive a pro-rata Payout with respect to the Performance Units held by such Participant based on the number of months from the date of his or her selection as a Participant through the end of the month in which the transfer occurs. -4- 7. Plan Amendment; Termination. The Board may amend, suspend or terminate the Plan at any time, provided that, except as set forth in Section 5.2(b)(ii)(c), no amendment shall be effective that would reduce the conversion price set forth in Section 5.2. 8. Miscellaneous. 8.1. No Employee, member of the Incentive Compensation Group, Participant, Beneficiary, or person claiming under or through any of them, nor any other person shall have any right or interest, whether vested or otherwise, in the Plan or its continuance, or in or to the payment of any Performance Unit Award under the Plan unless and until all of the terms, conditions and provisions of the Plan that affect such award and its payment shall have been fully complied with as specifically provided in the Plan and the rules and regulations of the ATL Compensation Committee thereunder. No rights under the Plan, contingent or otherwise, shall be assignable or subject to any encumbrance, pledge or charge of any nature and shall not be transferable by any Participant except by will or the laws of descent and distribution. 8.2. A Participant shall have no rights as a shareholder with respect to any Philips common shares until such shares shall have been issued to the Participant upon conversion of the Philips Convertible Debentures held by the Participant. 8.3. The value of Performance Units, Philips Convertible Debentures or common shares received upon conversion of the Philips Convertible Debentures shall not be considered as compensation in determining a Participants' benefits under any benefit plan of ATL or Philips, including, but not limited to, group life insurance, long-term disability, retirement plans and savings plans. 8.4. The interpretation and construction of the Plan shall be governed by and enforced in accordance with the internal laws of the State of New York without regard to the principle of conflicts of laws. 8.5. The Plan shall be effective as of January 1, 1999. -5- EX-23.1 3 CONSENT OF THE INDEPENDENT AUDITORS 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 9, 1999, relating to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 1998 and 1997, and the consolidated statements of income, cash flows and stockholders' equity for each of the years in the three-year period ended December 31, 1998, included in the December 31, 1998 annual report on Form 20-F of Koninklijke Philips Electronics N.V. Eindhoven, The Netherlands November 17, 1999 /s/ KPMG Accountants N.V. KPMG Accountants N.V. -----END PRIVACY-ENHANCED MESSAGE-----