-----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, QJgL2wxmPOmRODfM1ecBPHDsvw6MqFdSANUeVEyLxNjdbPWIvGkxayu8abhHPtxt g20+M9VwxSXbEJxXBA/uKg== 0001309014-07-000721.txt : 20071126 0001309014-07-000721.hdr.sgml : 20071126 20071126090809 ACCESSION NUMBER: 0001309014-07-000721 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071126 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 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: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05146-01 FILM NUMBER: 071265310 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 6-K 1 htm_2673.htm LIVE FILING Koninklijke Philips Electronics N.V. - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 26, 2007

Koninklijke Philips Electronics N.V.
———————————————————————————————————
(Translation of registrant’s name into English)
 
The Netherlands
———————————————————————————————————
(Jurisdiction of incorporation or organization)
 
Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

This report comprises a copy of the following press releases entitled:

- -  	“Philips announces decision to proceed with MedQuist stake sale”, dated
        November 2, 2007;
- - 	“Philips plans to participate in TSMC share repurchase program”, dated
        November 13, 2007;
- - 	“Philips intends to assist regulatory authorities in cartel probes in
        CRT industry”, dated November 21, 2007;
- - 	“Philips announces agreement to acquire Genlyte – a leading North
        American luminaires manufacturer”, dated November 26, 2007.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    Koninklijke Philips Electronics N.V.
     
Date: November 26, 2007 By: /s/ E.P. Coutinho

  Name:  E.P. Coutinho
  Title: General Secretary
     

EXHIBIT INDEX

Exhibit No.   Description

 
99.1   Press release
99.2   Press release
99.3   Press release
99.4   Press release
     

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit  EX-99.1

Philips announces decision to proceed with MedQuist stake sale

Friday, November 02, 2007

Amsterdam, The Netherlands – Royal Philips Electronics (NYSE:PHG, AEX:PHI) will today file an amendment to its Schedule 13D filing with the United States Securities and Exchange Commission (SEC) in which it will announce that a decision has been made to proceed with the sale of its approximate 70% ownership interest in MedQuist Inc. (Pink Sheets: MEDQ.PK) if a satisfactory price and other acceptable terms can be realized. Today’s announcement follows a July 6, 2007 announcement, when Philips indicated it was reviewing all of its options with respect to its ownership interest in MedQuist, following a determination by Philips that it viewed its MedQuist ownership interest as a non-core holding. Today’s announcement also follows an announcement by MedQuist on October 4, 2007 that it had become current in its SEC filings.

The current intention of Philips is to pursue a transaction in which MedQuist’s other shareholders will be offered the same consideration as Philips, subject to any necessary approval of the MedQuist board of directors. Accordingly, Philips intends to coordinate with MedQuist in conducting an auction for such a sale with all interested potential purchasers. However, there can be no full assurance as to either the ultimate structure of any resulting transaction or whether any transaction will occur.

As a consequence of the decision announced today, the net results attributable to Philips’ interest in MedQuist for the full year 2007 will be presented under Discontinued Operations in our Annual Report 2007. Prior-year consolidated financial statements will be restated to conform to this presentation. The decision will result in a loss of approximately EUR 320 million (non-cash and non-tax deductible) to be recognized in the fourth quarter of 2007, and which will be presented under Discontinued Operations. This loss takes into account the cumulative translation differences related to Philips’ USD-denominated investment in MedQuist, which have been accumulated under equity as of the date of acquisition in mid-2000. The recognition of this loss will not affect Philips’ equity.

The amendment to the Schedule 13D filing will become available later today on the SEC’s website at http://www.sec.gov.

For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel: +31 20 5977215
Email:  jayson.otke@philips.com

Andre Manning
Philips North America Corporate Communications
Tel: +1 646 508 4545
Email: andre.manning@philips.com

About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.

Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

EX-99.2 3 exhibit2.htm EX-99.2 Exhibit  EX-99.2

Philips plans to participate in TSMC share repurchase program

Tuesday, November 13, 2007

Amsterdam, The Netherlands – Royal Philips Electronics (NYSE:PHG, AEX:PHI) today announced that, market conditions permitting, it plans to sell up to the maximum number of common shares in Taiwan Semiconductor Manufacturing Company Ltd. (TAIEX: 2330, NYSE: TSM), as are repurchased by TSMC in a share repurchase program as announced by TSMC.
This TSMC share repurchase program is the third step in the multi-phased plan to facilitate an orderly exit by Philips from its shareholding in TSMC as announced by Philips and TSMC on March 9, 2007. This plan aims to reduce Philips’ holding in TSMC to zero before the end of 2010. Today, TSMC has announced it plans to execute this share buyback program via open market transactions on the Taiwan Stock Exchange up to USD 1.5 billion worth of shares.
Currently, Philips holds approximately 2.1 billion TSMC shares representing approximately 8 percent of TSMC’s issued shares. This total stake is worth approximately USD 4.0 billion at current market prices of TSMC shares.

For further information, please contact:
Arent Jan Hesselink
Philips Corporate Communications
Tel: +31 20 59 77415
Email: arentjan.hesselink@philips.com

About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.

Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. In particular, the offer and sale by Philips of TSMC shares, and the proceeds of any such sales, will depend on equity capital market conditions, particularly those affecting the semiconductor industry.
This release does not constitute an offer of any securities for sale. Any offer or sale of securities shall be made by means of a registration statement filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933 or by means of an exemption from the registration requirements thereof.

EX-99.3 4 exhibit3.htm EX-99.3 Exhibit  EX-99.3

Philips intends to assist regulatory authorities in cartel probes in CRT industry

Wednesday, November 21, 2007

Amsterdam, The Netherlands – Competition law authorities in several jurisdictions have commenced investigations into possible anticompetitive activities in the Cathode-Ray Tubes, or CRT, industry. Royal Philips Electronics (NYSE:PHG, AEX: PHI) today announced that, as one of the companies that was active in the CRT business, it is subject to one or more of these ongoing investigations.

Philips’ policy is to conduct business in full compliance with all applicable competition laws.

Philips takes the investigations into possible violations of these laws very seriously. The company intends to assist the regulatory authorities in these investigations. As these matters are in the very early stages, Philips is not in a position to predict or comment on their outcome.

For further information, please contact:
Joon Knapen
Philips Corporate Communications
Tel: +31 20 59 77477
Email: joon.knapen@philips.com

About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.

Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially form those expressed or implied by these forward-looking statements.Any forward-looking statements in this announcement are based upon information known to Philips on the date of this announcement.Philips undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

EX-99.4 5 exhibit4.htm EX-99.4 Exhibit  EX-99.4

Philips announces agreement to acquire Genlyte – a leading North American luminaires manufacturer

Monday, November 26, 2007

    Philips to pay approximately USD 2.7 billion (EUR 1.8 billion) based on an offer price per share of USD 95.50

    Deal creates #1 lighting company in North America

    Philips and Genlyte to grow business by introducing Philips’ innovative, greener and solid state lighting technologies in North America through Genlyte’s extensive contacts with distributors, architects and designers, and by introducing Genlyte’s products to an international market

    Deal leverages Philips’ earlier successful acquisitions of Color Kinetics, Partners in Lighting, TIR and Lumileds, and signals continuing investment in Lighting

    Genlyte’s Board of Directors will unanimously recommend offer to shareholders

Amsterdam, the Netherlands and Louisville, Kentucky – Royal Philips Electronics (AEX: PHI, NYSE: PHG) (“Philips”) today announced it has entered into a definitive merger agreement with North American luminaires company Genlyte Group Incorporated (“Genlyte”) (NASDAQ: GLYT) pursuant to which Philips will commence a tender offer to acquire all of the issued and outstanding shares of Genlyte for USD 95.50 per share, or approximately USD 2.7 billion (EUR 1.8 billion) to be paid in cash upon completion. The proposed transaction builds on Philips’ earlier acquisition of Color Kinetics and provides the company with a leading position in the North American luminaires (also known as ‘lighting fixtures’) market. The deal will also provide Philips with a platform for further profitable growth by building on Genlyte’s extensive presence among lighting customers in North America to speed up the adoption of energy-saving, green lighting technologies. The board of directors of Genlyte has unanimously approved the transaction, and will unanimously recommend that Genlyte shareholders accept the offer and tender their shares of Genlyte pursuant to the offer.

Based in Louisville, Kentucky, USA, Genlyte designs, manufactures and sells lighting fixtures, controls and related products for a wide variety of applications, including solid state lighting. Just under 90% of Genlyte’s 2006 revenues were related to commercial and industrial applications, with the remainder for high-end residential applications. A leader in the North American construction luminaires market, Genlyte sells to distributors and electrical wholesalers. The company’s products are also promoted through architects, engineers, contractors, and building owners. Genlyte employs approximately 6700 people.  

Commenting on the announcement, Theo van Deursen, Chief Executive Officer of Philips Lighting, said: “Today’s announcement is another major step for Philips in executing its strategy to establish a global leadership position as a provider of energy efficient, solid state lighting solutions in key application areas. It follows on our recent acquisitions of Color Kinetics, TIR Systems, Partners in Lighting International, as well as our earlier investment to acquire full ownership of LumiLeds. Besides growing our presence in North America, this deal deepens our contacts to end users, such as wholesalers, contractors, architects and lighting designers, helping us speed up the market rollout of more energy efficient lighting and the introduction of new lighting technologies, like solid state lighting.” 

Larry K. Powers, Chairman, President and Chief Executive Officer of Genlyte Group Incorporated added, “Philips is shaping the future of the lighting industry by building up an extensive portfolio of innovative, green lighting. Genlyte has also established a reputation for developing innovative new products utilizing the latest in lamp and ballast technologies. We believe joining with Philips is in the best interest of our shareholders, customers, vendors and employees, and that our combined resources will produce the best possible entity for competing, growing and creating value for our customers. We view this merger as an exciting opportunity for everyone, and as a result the Board will recommend the offer to our shareholders.”  

Over a 12-month period ending in September 2007, Genlyte had sales of approximately USD 1.6 billion with an EBITA margin of 14.9%. Following completion of the acquisition, Philips expects Genlyte’s revenue growth to continue outpacing the market, as Philips uses Genlyte’s market presence as a platform for introducing newer, green products into the North American market. Philips’ plan to extend Genlyte’s activities beyond North America will also contribute to growth. Following the integration of Genlyte, Philips expects to benefit from leveraging economies of scale in purchasing of materials and services as well as Genlyte’s expertise in outsourcing and streamlining of manufacturing activities, contributing to margin expansion.

The acquisition is structured as an all cash tender offer by Philips for all of the issued and outstanding shares of Genlyte to be followed by a merger in which each remaining untendered share of Genlyte will be converted into the same USD 95.50 per share price paid in the tender offer. The tender offer is expected to commence within 5 business days and is not subject to a financing contingency. The acquisition will be effected pursuant to a merger agreement and is subject to the terms and conditions of the merger agreement. These include the tender of a majority of the outstanding Genlyte shares on a fully-diluted basis and other customary conditions. The transaction is expected to close in the first quarter of 2008, upon which Genlyte will be integrated into the Luminaires business group within Philips Lighting.  

At 10.00 AM CET today, financial analysts are invited to join a telephone conference with Pierre-Jean Sivignon, Chief Financial Officer of Royal Philips Electronics and Theo van Deursen, Chief Executive Office of Philips Lighting. A live webcast of this conference call will be made available on Philips’ Investor Relations website at: http://www.philips.com/about/investor

At 11.30 AM CET today, journalists are invited to join a telephone briefing with Mr. Theo van Deursen. A live webcast of this briefing will be made available on Philips’ News Center website at: http://www.newscenter.philips.com

Background Information
Click here for the media backgrounder, presentation, webcasts, CVs and images

For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel:  +31 20 5977215   
Email:  jayson.otke@philips.com

David Wolf
Philips Corporate Communications North America
Tel:  +1 917-455-7857   
Email:  david.l.wolf@philips.com

Raymond L. Zaccagnini
Genlyte Group
Tel:  +1 502 420 9500   
Email:  rzaccagnini@genlytegroup.com

About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,100 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.

About Genlyte Group Incorporated
The Genlyte Group Incorporated (Nasdaq: GLYT) is a leading manufacturer of lighting fixtures, controls, and related products for the commercial, industrial and residential markets. Genlyte sells lighting and lighting accessory products under the major brand names of Alkco, Allscape, Ardee, Canlyte, Capri/Omega, Carsonite, Chloride Systems, Crescent, D’ac, Day-Brite, Gardco, Guth, Hadco, Hanover Lantern, High-Lites, Hoffmeister, Lam, Ledalite, Lightolier, Lightolier Controls, Lumec, Morlite, Nessen, Quality, Shakespeare Composite Structures, Specialty, Stonco, Strand, Thomas Lighting, Thomas Lighting Canada, Vari-Lite, Vista, and Wide-Lite.

Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance those conditions can be satisfied or that the transactions described in this press release will completed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Additional Information
The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell Genlyte’s common stock. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in this press release when they become available because they will contain important information. The tender offer statement will be filed by Philips with the Securities and Exchange commission (“SEC”) and the solicitation/recommendation statement will be filed by Genlyte with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Philips or Genlyte with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials, solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to Investor Relations of Genlyte at irelations@genlytegroup.com.

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