-----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, EolAChbFNKLgLZaaAYgxq35lNQVgxlmB1C1gNKu/CR8rGmONk3rZI8KBeeex2eqi LGqqn0l4sUtaOUXCdUc93g== 0000950123-04-011556.txt : 20040929 0000950123-04-011556.hdr.sgml : 20040929 20040929171001 ACCESSION NUMBER: 0000950123-04-011556 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 EFFECTIVENESS DATE: 20040929 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] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119375 FILM NUMBER: 041053420 BUSINESS ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC BUSINESS PHONE: 31 20 59 77777 MAIL ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS NV DATE OF NAME CHANGE: 19910903 S-8 1 y02969sv8.txt FORM S-8 AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2004 REGISTRATION NO. 333-_____ ================================================================================ UNITED STATES 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) BREITNER TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS (Address of Principal Executive Offices) KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN KONINKLIJKE PHILIPS ELECTRONICS N.V. LONG-TERM INCENTIVE PLAN 2004 (CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2004 AND GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004) (Full Title of the Plan) WILCO GROENHUYSEN 1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104 (212) 536-0500 (Name, Address and Telephone Number of Agent for Service) Please Send Copies of Communications to: ANDREW D. SOUSSLOFF SULLIVAN & CROMWELL LLP 125 BROAD STREET, NEW YORK, NEW YORK 10004-2498 (212) 558-4000 CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (2) PER SHARE (3) OFFERING PRICE (3) FEE - --------------------------- -------------- -------------- ------------------ ------------ Common Shares of Koninklijke Philips 11,000,000 $22.98 $252,780,000 $32,027.23 Electronics N.V., par value 0.20 Euro per share (1)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Koninklijke Philips Electronics Nonqualified Stock Purchase Plan. Pursuant to Rule 457(h)(2) no fee is payable with respect to the registration of these interests. (2) 1,000,000 of the shares are registered to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan, and 10,000,000 of the shares are registered to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004. (3) Estimated solely for the purpose of computing the amount of the registration fee. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, calculated on the basis of the average of the high and low prices of the Common Shares as reported on the New York Stock Exchange on September 27, 2004. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE This registration statement on Form S-8 registers common shares, par value 0.20 euro per share of Royal Philips Electronics, which may be issued in connection with the plans set forth on the facing page of this registration statement. In addition, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan. After giving effect to this filing, an aggregate of 6,609,460 shares of the registrant's common stock have been registered for issuance pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan. As permitted by Rule 428 under the Securities Act of 1933, as amended, this registration statement omits the information specified in Part I of Form S-8. We will deliver the documents containing the information specified in Part I to the participants in the plans covered by this registration statement as required by Rule 428(b). We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Securities and Exchange Commission (the "Commission") allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information that we file with the Commission will automatically update and supersede this information. Information set forth in this registration statement supersedes any previously filed information that is incorporated by reference into this registration statement. We incorporate by reference into this registration statement the following documents: (a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (File No. 001-05146-01) filed with the Commission on February 23, 2004, as amended by amendment No. 1 on Form 20-F/A, filed with the Commission on June 30, 2004; (b) The Annual Report on Form 11-K of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the Commission on October 29, 2003; and (c) The description of our common shares, par value 0.20 euro per share, contained in the registration statement on Form S-8 (File No. 333-39204) filed with the Commission on June 13, 2000. In addition, to the extent designated therein, certain reports on Form 6-K and all documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be part of this registration statement from the date of filing of such reports. 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 36 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 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to Royal Philips Electronics, N.V.'s registration statement on Form S-8 (File No. 333-39204), as filed with the Commission on June 13, 2000) 4.2 Global Philips Stock Option Program 2004 (part of Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004) 4.3 Global Philips Restricted Share Rights Program 2004 (part of Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004) 23.1 Consent of KPMG Accountants N.V. 23.2 Consents of Amyot Exco Grant Thornton and Deloitte Touche Tohmatsu 23.3 Consent of KPMG 24 Power of attorney (included on signature page). 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, as amended, 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, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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, as amended, 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, as amended, 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 September 28, 2004. KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Arie Westerlaken --------------------- Name: Arie Westerlaken Title: General Secretary KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Wilco Groenhuysen 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, as amended, this Registration Statement has been signed by the following persons in the indicated capacities on September 28, 2004. Name Title - ---- ----- /s/ G. J. Kleisterlee President/CEO, Chairman of the Board of - ------------------------------- Management G. J. Kleisterlee Vice-Chairman of the Board of Management /s/ J. H. M. Hommen and Chief Financial Officer - ------------------------------- J. H. M. Hommen Executive Vice-President, Member of the /s/ G. H.Dutine Board of Management - ------------------------------- G. H. Dutine Executive Vice-President, Member of the /s/ A.Huijser Board of Management - ------------------------------- A. Huijser II-1 Name Title - ---- ----- /s/ L. C. van Wachem Chairman of the Supervisory Board - -------------------- L. C. van Wachem Vice-Chairman and Secretary of the Supervisory Board - ------------------------------- W. de Kleuver Member of the Supervisory Board /s/ L.Schweitzer - ------------------------------- L. Schweitzer Member of the Supervisory Board - ------------------------------- Sir Richard Greenbury Member of the Supervisory Board - ------------------------------- J-M. Hessels Member of the Supervisory Board - ------------------------------- K. A. L. M. van Miert Member of the Supervisory Board - ------------------------------- J. M. Thompson Member of the Supervisory Board /s/ C. J. A. Van Lede - ------------------------------- C. J. A. Van Lede Member of the Supervisory Board - ------------------------------- E. Kist Duly authorized representative in the United States /s/ Wilco Groenhuysen - ------------------------------- Wilco Groenhuysen II-2 SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of New York, State of New York, on September 28, 2004. KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN By:/s/ Don Welsko ------------------------- Name: Don Welsko Title: Chairman, Stock Purchase Plan Committee II-3 INDEX TO EXHIBITS Exhibit No. Description - ---------- ------------ 4.1 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1. to Royal Philips Electronics' registration statement on Form S-8 (File No. 333-39204), as filed with the Commission on June 13, 2000) 4.2 Global Philips Stock Option Program 2004 (part of Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004) 4.3 Global Philips Restricted Share Rights Program 2004 (part of Koninklijke Philips Electronics N.V. Long-Term Incentive Plan 2004) 23.1 Consent of KPMG Accountants N.V. 23.2 Consents of Deloitte Touche Tohmatsu and Amyot Exco Thornton 23.3 Consent of KPMG 24 Power of attorney (included on signature page). EX-4.2 2 y02969exv4w2.txt STOCK OPTION PROGRAM EXHIBIT 4.2 GLOBAL PHILIPS STOCK OPTION PROGRAM 2004 GLOBAL PHILIPS STOCK OPTION PROGRAM 2004 -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005- MARCH 30, 2004 TERMS AND CONDITIONS OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2004 -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005- ARTICLE 1 DEFINITIONS In this Global Philips Stock Option Program 2004 the following definitions shall apply: 1. Closing Price: the price of a Share with dividend, if any, at the closing of the Official Segment of Euronext Amsterdam N.V.'s stock market ("Euronext Amsterdam") as published in the Official Price List of this stock exchange. 2. Custody Account: a custody account maintained in the name of an Option Holder other than a Nominee Account. 3. Date of Grant: the date at which the Options shall be deemed granted to the Option Holder under the Program shall be as follows:
APRIL 2004 JULY 2004 OCTOBER 2004 FEBRUARY GRANT GRANT GRANT 2005 GRANT ----- ----- ----- ---------- Date of Grant April 13, 2004 July 13, 2004 October 12, 2004 February 09, 2005
4. Employing Company: any company within the Philips group of companies and such other company as Philips may from time to time designate or approve. 5. Grant Price: the price to be paid by the Option Holder to acquire a Share upon exercising an Option. Such price will be equal to the Closing Price on the applicable Date of Grant. 6. Nominee Account: a custody account maintained in the name of an Option Holder established by an administrator designated by Philips. 7. Option: a right granted by Philips under the Program to acquire one Share subject to the terms and conditions thereof. 8. Option Holder: a person holding any Options. 9. Option Period: the term for which an Option is granted as specified in Article 3 (subject to any extension as set forth in Article 4.3). 10. Philips: Koninklijke Philips Electronics N.V. 11. Program: this Global Philips Stock Option Program 2004. 12. Share: a common share of Philips. ARTICLE 2 ACQUISITION OF OPTIONS Options may be granted to an eligible individual as per the applicable Date of Grant, subject to the (acceptance by such individual of the) terms and conditions of this Program and any other Philips' policies or guidelines that may apply to you. Any Options offered to any such individual and the terms and conditions governing such Options shall be deemed accepted by such individual with effect from the applicable Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such Options within fourteen (14) days of the notice of grant of the Options or such later date as may be determined by Philips. ARTICLE 3 RESTRICTIONS ON EXERCISE AND OPTION PERIOD 1. Options shall not be exercisable before the third anniversary of the Date of Grant. Unvested or lapsed Options cannot be exercised. 2. The Option Period is in principle ten (10) years commencing on the Date of Grant, subject to this paragraph 2 and to Article 4. Upon request of an Option Holder exercising Options pursuant to Article 6, the Option Period for the Options being exercised will be limited to the period from the Date of Grant up to, and including, the date Philips receives the above request in accordance with a procedure established by Philips, provided that the Option Period is at least three years. 3. Options may in principle only be exercised (subject to a minimum of ten (10) units) at the last day of the prevailing Option Period, subject to this Article 3 and Article 4. 4. Subject to this Article 3 and Article 4, Members of the Group Management Committee of Philips, the Head of Corporate Control and the Head of Corporate Treasury, may only exercise Options during the period which commences on the date of publication of Philips' annual or quarterly results and ends ten business days thereafter. ARTICLE 4 TERMINATION OF EMPLOYMENT 1. Except as provided in Article 4.2, 4.3 and 4.4 hereof, in case an Option Holder is no longer employed by any Employing Company as a result of the termination of such Option Holder's employment with an Employing Company for any reason whatsoever during the applicable Option Period, any Options held by such Option Holder at the date of such termination shall be forfeited effective as of the date of termination of such Option Holder's employment with the Employing Company without the Option Holder being entitled to any compensation or any obligation on the part of Philips or any of its subsidiaries unless Philips determines, in its sole discretion, otherwise in writing. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. 2. In case an Option Holder is no longer employed by any Employing Company during the applicable Option Period as a result of the termination of such Option Holder's employment with an Employing Company for reasons of (i) disablement, (ii) retirement or (iii) the expiration of a temporary contract of employment, provided such temporary contract of employment has not been extended one or more times, any Options held by such Option Holder at the date of termination shall remain exercisable in accordance with Article 3, provided that in such case the Option Period will expire upon the earlier of (a) ten (10) years from the Date of Grant or (b) five (5) years from the date of such termination. For the purpose of this Program, an Option Holder's employment shall be deemed terminated as a result of "retirement" if such Option Holder's employment is terminated and such an Option Holder 2 satisfies at the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such an Option Holder was covered, provided (ii) payment of such (early) retirement benefit commences immediately following such termination, and provided further (ii) that if such Option Holder is covered by an US retirement plan, such Option Holder must have at least five years of service with an US Employing Company and have attained the age of fifty-five (55) years. 3. In case an Option Holder is no longer employed by any Employing Company during the applicable Option Period as a result of the termination of such Option Holder's employment with an Employing Company for reasons of (i) death or (ii) legal incapacity of the Option Holder, the Options shall remain exercisable during the Option Period in accordance with Article 3, provided that in such case the Option Period will expire upon the earlier of (a) ten (10) years from the Date of Grant or (b) five (5) years from the date of such termination. In the event that the remaining Option Period as from the date of termination shall be less than twelve (12) months, then such Options shall be exercisable for a period of twelve (12) months as of the date of such termination and the Option Period shall be deemed extended accordingly and provided further that the Options shall only be exercisable in the manner as set forth in Article 9. 4. In case an Option Holder is no longer employed by any Employing Company during the applicable Option Period as a result of the sale or other divestment of a business, subsidiary, division or other business unit of Philips or any part thereof ("Divested Business"), any Options held by such Option Holder at the date of such termination shall remain exercisable in accordance with the terms and conditions of this Program, provided that the Option Period will expire upon the earlier of (a) ten (10) years as from the Date of Grant or (b) five (5) years as from the date of such termination, and provided further that such Options will be forfeited as of the date of termination of the Option Holder's employment with the company which acquired the Divested Business from Philips or any of its subsidiaries, without the Option Holder being entitled to any compensation or any obligation on the part of Philips or its subsidiaries or the transferee or its subsidiaries. ARTICLE 5 NON-TRANSFERABILITY The Options are strictly personal, and may not be assigned, transferred (except that, in case of death of the Option Holder during the Option Period, any Options held by the Option Holder at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Option Holder may not engage in any transactions on any exchange on the basis of any Options. Any violation of the terms of this Article 5 will cause the Options to become immediately null and void without further notice and without the Option Holder being entitled to any compensation. ARTICLE 6 EXERCISE OF OPTIONS 1. In order to exercise Options, which are exercisable in accordance with this Program, the Option Holder must notify Philips in accordance with a procedure determined by Philips. The notice shall state: a. the Date of Grant of the Options he wishes to exercise; b. if applicable, the confirmation that the Option Holder wants to limit the Option Period pursuant to Article 3, paragraph 2; c. the number of Options to be exercised; and d. whether Shares to be obtained upon such exercise: 3 - be sold, on behalf of the Option Holder, as soon as possible and the revenue deducted by the Grant Price, multiplied by the number of Options so being exercised, and further costs, be paid to the Option Holder in accordance with a procedure determined by Philips; or - be delivered to the Option Holder as provided for in the paragraphs 3, 4 and 5 below. Such notice shall be accompanied by the payment in full of the Grant Price, multiplied by the number of Options so being exercised. Such payment shall be made: (a) in cash, (b) through simultaneous sale through a broker of Shares acquired on exercise, subject to it being permitted under the applicable regulations, (c) through additional methods prescribed by Philips or (d) by a combination of any such method. 2. Philips may require an Option Holder to maintain a Nominee Account in connection with this Program. Nothing contained in this Program shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Option Holder. 3. Subject to the terms and conditions of this Program, Philips will deliver a Share to an Option Holder on or as soon as reasonably practicable after the exercise of an Option. In no event shall Philips have any obligation to deliver any Shares to an Option Holder prior to the exercise of any Options. 4. Any Shares to be delivered pursuant to Article 6.1 will be credited to the Nominee Account except if an Option Holder (i) requests Philips to credit such Shares to a Custody Account or (ii) does not maintain a Nominee Account at the date of delivery of such Shares. In case (i) or (ii) as described in the foregoing sentence applies, the Option Holder shall be responsible to notify Philips in accordance with a procedure (including the period for notification) established by Philips on the details relating to such Custody Account. In case Philips determines in its sole discretion that the Option Holder has failed to notify Philips in accordance with such procedure, then the Option Holder shall be deemed to have requested Philips to sell or cause to sell such Shares. 5. Except as may be approved otherwise in writing by Philips in its sole discretion, in case an Option Holder is no longer employed by any Employing Company for any reason whatsoever, the Option Holder (or his or her legal representatives) shall withdraw all Shares credited to the Option Holder's Nominee Account within two (2) months of the date of such termination. In case the Option Holder (or his or her legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Option Holder (or his or her legal representatives) shall be deemed to have requested Philips to sell or cause to sell such Shares. 6. Each Option Holder shall comply with any applicable "insider trading" laws and regulations and the Philips' Rules of Conduct with respect to Inside Information.. ARTICLE 7 CAPITAL DILUTION Philips may make equitable adjustment or substitution of (a) the number or kind of Shares subject to the Options, and/or (b) the Grant Price, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips, for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends. The effect of the adjustment or substitution shall be to preserve both the aggregate difference and the aggregate ratio between the Grant Price and the fair market value of the Shares to be acquired upon 4 exercise of the Options. The Option Holder shall be notified promptly of such adjustment or substitution. ARTICLE 8 COSTS AND TAXES 1. All costs of delivering any Shares to the Option Holder's Nominee Account upon exercise of any Options shall be borne by Philips. All costs of delivering any Shares under this Program to a Option Holder's Custody Account and any other costs connected with the Shares shall be borne by the Option Holder. 2. Any and all taxes, duties, levies, charges or social security contributions ("Taxes") which arise under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the Date of Grant or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Option Holder in connection with this Program (including, but not limited to, the grant, the ownership and/or the exercise of the Options, and/or the delivery, ownership and/or the sale of any Shares acquired under this Program) shall be for the sole risk and account of the Option Holder. 3. Philips and its subsidiaries shall have the right to deduct or cause to be deducted from any salary payment or other sums due by Philips or any of its subsidiaries to an Option Holder, or requiring the Option Holder or beneficiary of the Option Holder, to pay to Philips an amount necessary to settle any Taxes determined by Philips necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Options or the delivery of any Shares under this Program). 4. Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares from a Nominee Account to a Custody Account, until Philips has received an amount, or the Option Holder has made such arrangements, required by Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Option Holder in connection with this Program as determined by Philips. ARTICLE 9 CASH ALTERNATIVE Upon receipt of a notice, as referred to in Article 6.1 hereof to exercise any Option, Philips may advise an Option Holder resident outside the Netherlands to request in writing an amount in cash as an alternative to Shares. Upon such request the Option Holder is entitled to receive an amount in Euro or in U.S. Dollars, as indicated by the Option Holder, equal to the Closing Price on the date of receipt of such request minus the Grant Price, multiplied by the number of Options so being exercised. Further, any costs to be paid and any applicable Taxes shall be deducted from the amount to be received by the Option Holder. If on the date of receipt of the notice Shares have not been traded on of Euronext Amsterdam the Closing Price will be that of the first subsequent trading day on of Euronext Amsterdam. The same method is being used for calculating the cash amount to which heirs and legatees of an Option Holder are entitled in accordance with Article 4.3. ARTICLE 10 GENERAL PROVISIONS 1. Philips shall have the authority to interpret this Program, to establish, amend, and rescind any rules and regulations relating to this Program, to determine the terms and conditions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of this Program. Philips may delegate the authority to 5 practice administrative and operational functions with respect to the Program to officers or employees of subsidiaries of Philips and to service providers. 2. No Option Holder shall have any rights or privileges of shareholders (including the right to receive dividends and to vote) with respect to Shares to be delivered pursuant to the exercise of any Options until such Shares are actually delivered to such Option Holder in accordance with Article 6 of this Program. The Shares delivered shall carry the same rights as common shares of Philips traded on Euronext Amsterdam or the New York Stock Exchange, as applicable, on the day on which these Shares are delivered. 3. The (value of) Options granted to, or Shares acquired by, an Option Holder pursuant to such Options under this Program shall not be considered as compensation in determining an Option Holder's benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement, pension or savings plan. 4. Nothing contained in this Program or in any grant made or Agreement entered into pursuant hereto shall confer upon any Option Holder any right to be retained employed with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Program or interfere with or limit in any way with the right of any Employing Company or any of its subsidiaries to terminate such Option Holder's employment or to discharge or retire a Option Holder at any time. 5. If a provision of this Program is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Program, this Program shall be construed as if the illegal or invalid provisions had not been included in this Program. 6. Where the context requires, words in either gender shall include also the other gender. 7. This Program shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. 6 EX-4.3 3 y02969exv4w3.txt RESTRICTED SHARE RIGHTS PROGRAM Exhibit 4.3 GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004 GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004 -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005- MARCH 30, 2004 TERMS AND CONDITIONS OF GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004 -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004 AND FEBRUARY 2005- ARTICLE 1 DEFINITIONS In this Global Philips Restricted Share Program 2004 the following definitions shall apply: 1. Custody Account: a custody account maintained in the name of a Participant other than a Nominee Account. 2. Date of Grant: the date at which a Restricted Share Right is granted pursuant to this Program. 3. Delivery Date: the Delivery Dates shall be as follows:
DELIVERY DATE DELIVERY DATE DELIVERY DATE 2 YEAR TERM 3 YEAR TERM 1 YEAR TERM RESTRICTED RESTRICTED RESTRICTED S DATE OF GRANT SHARE RIGHTS SHARE RIGHTS HARE RIGHTS ------------- ---------------------- ------------- ------------- April 13, 2004 April 13, 2005 April 13, 2006 April 13, 2007 July 13, 2004 July 13, 2005 July 13, 2006 July 13, 2007 October 12, 2004 October 12, 2005 October 12, 2006 October 12, 2007 February 09, 2005 February 09, 2006 February 09, 2007 February 11, 2008
4. Employing Company: any company within the Philips group of companies and such other company as Philips may from time to time designate or approve. 5. Nominee Account: a custody account maintained in the name of a Participant established by an administrator designated by Philips. 6.Premium Date: the date which is three years after the applicable Delivery Date. 7. Premium Shares: any Shares (to be) delivered to a Participant pursuant to Article 7 hereof. 8. Retainment Period: the period commencing on the Delivery Date applicable to a particular Restricted Share Right until the Premium Date applicable to such Restricted Share Right. 9. Participant: an individual who has accepted any Restricted Share Rights under this Program. 10. Philips: Koninklijke Philips Electronics N.V. 11. Program: this Global Philips Restricted Share Program 2004. 12. Restricted Share the conditional right granted to a Right: Participant to receive one Share subject to the terms and conditions of this Program. Restricted Share Rights will be categorized as "1 Year Term Restricted Share Rights", "2 Year Term Restricted Share Rights" or "3 Year Term Restricted Share Rights", as applicable. 13. Share: a common share of Philips (to be) delivered under this Program. ARTICLE 2 GRANT OF RESTRICTED SHARE RIGHTS Any Restricted Share Rights may be granted to an eligible individual, subject to the (acceptance by such individual of the) terms and conditions of this Program and any other Philips' policies or guidelines that may apply to you. Any Restricted Share Rights offered to any such individual and the terms and conditions governing such rights shall be deemed accepted by such individual with effect from the applicable Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such rights within fourteen (14) days of the notice of grant of such rights or such later date as may be determined by Philips. ARTICLE 3 TERMINATION OF EMPLOYMENT 1. Except as provided in Article 3.2 and 3.3 hereof, in case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant's employment with an Employing Company for any reason whatsoever prior to the applicable Delivery Date, such Participant's Restricted Share Rights shall be forfeited effective as of the date of termination of such Participant's employment with the Employing Company without the Participant being entitled to any compensation or any obligation on the part of Philips or any of its subsidiaries unless Philips determines, in its sole discretion, otherwise in writing. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. 2. In case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant's employment with an Employing Company for reasons of (i) death, (ii) disablement, (iii) legal incapacity, (iv) retirement -, or (v) the expiration of a temporary contract of employment, provided such temporary contract of employment has not been extended one or more times, such Participant or, in case of the death or legal incapacity of the Participant, the estate of the Participant or his or her legal representative(s), as the case may be, shall remain entitled to any Restricted Share Rights granted to such Participant prior to the date of such termination subject to, and in accordance with, the terms and conditions of this Program. For the purpose of this Program, a Participant's employment shall be deemed terminated as a result of "retirement" if such Participant's employment is terminated and such Participant satisfies at the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Participant was covered, provided (ii) payment of such (early) retirement benefit commences immediately following such termination, and provided further (ii) that if such Participant is covered by an US retirement plan, such Participant must have at least five years of service with an US Employing Company and have attained the age of fifty-five (55) years. 2 3. In case a Participant is no longer employed by any Employing Company as a result of the sale or other divestment of a business, subsidiary, division or other business unit of Philips or any part thereof ("Divested Business"), such Participant shall remain entitled to any Restricted Share Rights granted to such Participant prior to the date of the termination of such employment subject to, and in accordance with, the terms and conditions of this Program, provided that such Restricted Share Rights will be forfeited as of the date of termination of the Participant's employment with the company which acquired the Divested Business from Philips or any of its subsidiaries, without the Participant being entitled to any compensation or any obligation on the part of Philips or its subsidiaries or the transferee or its subsidiaries. In case of the termination of employment of a Participant with any Employing Company as a result of such sale or other divestment, the Participant shall no longer be eligible to receive any Premium Shares. ARTICLE 4 NON-TRANSFERABILITY The Restricted Share Rights are strictly personal and may not be assigned, transferred (except that, in case of death of the Participant any Restricted Share Rights granted to such Participant at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Participant may not engage in any transactions on any exchange on the basis of any Restricted Shares Rights. Any violation of the terms of this Article 4 will cause the Restricted Share Rights to become immediately null and void without further notice and without the Participant being entitled to any compensation. ARTICLE 5 DELIVERY AND HOLDING OF SHARES 1. Philips may require a Participant to maintain a Nominee Account in connection with this Program. Nothing contained in this Program shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant. 2. Subject to the terms and conditions of this Program, Philips will deliver a Share to a Participant on or as soon as reasonably practicable after the relevant Delivery Date. In no event shall Philips have any obligation to deliver any Shares to a Participant prior to the relevant Delivery Date. 3. Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account except if a Participant (i) requests Philips to credit such Shares to a Custody Account or (ii) does not maintain a Nominee Account at the date of delivery of such Shares. In case (i) or (ii) as described in the foregoing sentence applies, the Participant shall be responsible to notify Philips in accordance with a procedure (including the period for notification) established by Philips on the details relating to such Custody Account. In case Philips determines in its sole discretion that the Participant has failed to notify Philips in accordance with such procedure, then the Participant shall be deemed to have authorized Philips to sell as many Shares as required to ensure that any withholding Taxes obligations and other costs related to such Shares and such transaction are settled. 4. Except as may be otherwise approved in writing by Philips in its sole discretion, in case a Participant is no longer employed by any Employing Company for any reason whatsoever, the Participant (or his or her legal representatives) shall withdraw all Shares credited to the Participant's Nominee Account within two (2) months of the date of such termination. In case 3 the Participant (or his or her legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Participant (or his or her legal representatives) shall be deemed to have requested Philips to sell or cause to sell such Shares. 5. Each Participant shall comply with any applicable "insider trading" laws and regulations and the Philips' Rules of Conduct with respect to Inside Information. ARTICLE 6 CAPITAL DILUTION Philips may make equitable adjustment or substitution of the number or kind of Shares subject to the Restricted Shares Rights, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips, for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends. ARTICLE 7 PREMIUM SHARES At a Premium Date, Philips will deliver a number of Premium Shares, which is equal to 20 % (twenty percent) of the number of Shares pursuant to the Restricted Share Rights acquired by a Participant, which are held by the Participant at, and are subject to, such Premium Date. The foregoing obligation shall be subject further to the requirements that: (i) the Participant is still employed by an Employing Company at the relevant Premium Date and (ii) such Shares have been deposited on the Participant's Nominee Account during the entire Retainment Period in order to enable Philips to monitor whether Participant has retained the Shares during such period. Philips will not be required pursuant to the foregoing to deliver a fraction for a Premium Share but instead the number of Premium Shares shall be rounded upward to the next whole Share. ARTICLE 8 COSTS AND TAXES 1. All costs of delivering any Shares, including, but not limited to, any Premium Shares, under this Program to a Participant's Nominee Account shall be borne by Philips. All costs of delivering any Shares, including, but not limited to, any Premium Shares, under this Program to a Participant's Custody Account and any other costs connected with the Shares shall be borne by the Participant. 2. Any and all taxes, duties, levies, charges or social security contributions ("Taxes") which arise under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the date of grant of any Restricted Shares Rights or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Participant in connection with this Program (including, but not limited to, the grant of the Restricted Shares Rights, the ownership of the Restricted Shares Rights and/or the delivery of any Shares under this Program, the ownership and/or the sale of any Shares acquired under this Program) shall be for the sole risk and account of the Participant. 3. Philips and any other Employing Company shall have the right to deduct or withhold (or cause to be deducted or withheld) from any salary payment or other sums due by Philips or any other Employing Company to Participant, or requiring the Participant or beneficiary of 4 the Participant, to pay to Philips an amount necessary to settle any Taxes determined by Philips necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Restricted Shares Rights or the delivery of any Shares (including, but not limited to, Premium Shares) under this Program). 4. Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares from a Nominee Account to a Custody Account until Philips has received an amount, or the Participant has made such arrangements required by Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Program as determined by Philips. ARTICLE 9 DIVIDEND PAYMENT ON SHARES Philips is entitled, in its sole discretion, to determine the manner in which dividend on any Shares acquired by a Participant pursuant to this Program and deposited on the Nominee Account at the applicable record date, is paid to such Participant including, but not limited to the payment of dividend by means of a dividend reinvestment plan pursuant to which the dividend will be reinvested in the purchase of Shares. ARTICLE 10 GENERAL PROVISIONS 1. Philips shall have the authority to interpret this Program, to establish, amend, and rescind any rules and regulations relating to this Program, to determine the terms and conditions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of this Program. Philips shall further have the authority to waive, in its sole discretion, the requirement pursuant to Article 7 that the Shares have been and are deposited on the Nominee Account during the entire Retainment Period. Such waiver may be subject to such conditions as Philips may establish in its sole discretion. Philips may delegate the authority to practice administrative and operational functions with respect to the Program to officers or employees of subsidiaries of Philips and to service providers. 2. No Participant shall have any rights or privileges of shareholders (including the right to receive dividends and to vote) with respect to Shares to be delivered pursuant to Restricted Share Rights until such Shares are actually delivered to such Participant in accordance with Article 5 of this Program. The Shares delivered shall carry the same rights as common shares of Philips traded on Euronext Amsterdam, or the New York Stock Exchange, as applicable, on the day on which these Shares are delivered. 3. The (value of) Restricted Share Rights granted to, or Shares acquired by, a Participant pursuant to such Restricted Share Right under this Program shall not be considered as compensation in determining a Participant's benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement, pension or savings plan. 4. Nothing contained in this Program or in any grant made or Agreement entered into pursuant hereto shall confer upon any Participant any right to be retained in employment with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Program or interfere with or limit in any way with the right of any Employing Company to terminate such Participant's employment or to discharge or retire a Participant at any time. 5 5. If a provision of this Program is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Program, this Program shall be construed as if the illegal or invalid provisions had not been included in this Program. 6. Where the context requires, words in either gender shall include also the other gender. 7. This Program shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. 6 EX-23.1 4 y02969exv23w1.txt CONSENT OF KPMG ACCOUNTANTS N.V. Exhibit 23.1 CONSENT OF KPMG ACCOUNTANTS N.V. 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 6, 2004, relating to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 2003 and 2002, and the consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2003, included in the December 31, 2003 annual report on Form 20-F of Koninklijke Philips Electronics N.V., filed with the Commission on February 23, 2004. Eindhoven, The Netherlands September 28, 2004. /s/ KPMG Accountants N.V. - ------------------------- KPMG ACCOUNTANTS N.V. EX-23.2 5 y02969exv23w2.txt CONSENTS OF DELOITTE TOUCHE TOHMATSU AND AMYOT EXCO THORNTON Exhibit 23.2 CONSENT OF AMYOT EXCO GRANT THORNTON AND DELOITTE TOUCHE TOHMATSU 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 September 10, 2003, relating to the consolidated financial statements of Atos Origin S.A. for the year ended December 31, 2002, included in amendment No. 1 on Form 20-F/A, filed with the Commission on June 30, 2004, amending the annual report on Form 20-F of Koninklijke Philips Electronics N.V. for the year ended December 31, 2003. Paris and Neuilly-sur-Seine, France September 28, 2004 /s/ Amyot Exco Grant Thornton /s/ Deloitte Touche Tohmatsu - ------------------------------- ------------------------------ Amyot Exco Grant Thornton Deloitte Touche Tohmatsu EX-23.3 6 y02969exv23w3.txt CONSENT OF KPMG Exhibit 23.3 CONSENT OF KPMG 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 June 26, 2004, relating to the consolidated financial statements of LG.Philips Displays Holding B.V. for the year ended December 31, 2003, included in amendment No. 1 on Form 20-F/A, filed with the Commission on June 30, 2004, amending the annual report on Form 20-F of Koninklijke Philips Electronics N.V. for the year ended December 31, 2003. Hong Kong September 28, 2004. /s/ KPMG - --------------- KPMG -----END PRIVACY-ENHANCED MESSAGE-----