-----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, IELrg0U+nlzV7wgkGoN2FqH6IfxZURfUSCie2wsXS1FzyJem3+0BguYiae36ifW9 y+Bk2yAjPDXw/YRnSJSMug== 0000897204-97-000253.txt : 19971110 0000897204-97-000253.hdr.sgml : 19971110 ACCESSION NUMBER: 0000897204-97-000253 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971107 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BREED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000891531 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222767118 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43353 FILM NUMBER: 97710555 BUSINESS ADDRESS: STREET 1: 5300 OLD TAMPA HWY CITY: LAKELAND STATE: FL ZIP: 33811 BUSINESS PHONE: 9416686000 MAIL ADDRESS: STREET 1: PO BOX 33050 CITY: LAKELAND STATE: FL ZIP: 33811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI CENTRAL INDEX KEY: 0000818858 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OTTO HAHN RING 6 STREET 2: P O BOX 830951 CITY: D W 8000 MUNICH 83 G STATE: I8 FORMER COMPANY: FORMER CONFORMED NAME: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI DATE OF NAME CHANGE: 19950106 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ______________________________ BREED TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 (Title of Class of Securities) 106702103 (CUSIP Number) ______________________________ SIEMENS AKTIENGESELLSCHAFT WITTELSBACHERPLATZ 2 D-80333 MUNICH GERMANY ATTENTION: GENERAL COUNSEL 011-49-89-234-33537 ______________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _____________________________ COPY TO: E. Robert Lupone, Esq. Siemens Corporation 1301 Avenue of the Americas New York, New York 10019 (212) 258-4208 _____________________________ OCTOBER 30, 1997 (Date of event which requires filing of this statement) _______________________________________________________________________________ Check box if the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4). Check box if a fee is being paid with the statement. _______________________________________________________________________________ CUSIP No. 106702103 13D Page 2 of 11
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON SIEMENS AKTIENGESELLSCHAFT 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCES OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION FEDERAL REPUBLIC OF GERMANY 7. SOLE VOTING POWER NUMBER OF 4,883,227 shares UNITS 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY 9. SOLE DISPOSITIVE POWER EACH 4,883,227 shares REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,883,227 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14. TYPE OF REPORTING PERSON CO
SCHEDULE 13D FILED PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Statement") relates to shares of common stock, par value $.01 per share ("Common Stock"), of Breed Technologies, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 5300 Old Tampa Highway, Lakeland, Florida 33811. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is Siemens Aktiengesellschaft, a company organized under the laws of the Federal Republic of Germany ("Siemens"), which has its principal offices at Wittelsbacherplatz 2, D-80333, Munich, Germany. Siemens' principal business is the design, development, manufacture, purchasing, marketing, leasing and sale of a wide variety of electrical and electronics systems. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Siemens are set forth in Schedule I to this Statement. During the past five years neither Siemens nor, to the best knowledge of Siemens, any of the persons listed on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him or it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Siemens in making the purchase described in Item 4 was $115,000,000. Siemens used funds obtained from its working capital to make the purchase. ITEM 4. PURPOSE OF THE TRANSACTION. On October 30, 1997, the Company issued and sold to Siemens 4,883,227 of its Series A Preference Shares. The Series A Preference Shares are convertible into Common Stock at any time at the option of the holder at a rate of one share of Common Stock per Series A Preference Share, subject to adjustment. In connection with the purchase and sale of the Series A Preference Shares, Siemens, the Company and certain other parties executed and delivered a Stockholders Agreement, a Registration Rights Agreements, a Make- Whole Agreement and a memorandum of understanding with respect to a proposed joint venture (the "MOU"). Copies of those agreements and the MOU are filed with this Statement as Exhibits 7.1, 7.2, 7.3 and 7.4, respectively, each of which is incorporated by this reference in its entirety into this Statement. Reference is made to Item 6 of this Statement for a summary description of those agreements and the MOU. The MOU contemplates that, not later than December 15, 1997, Siemens and the Company will enter into definitive agreements for the formation of a joint venture for the design, development, production and sale of integrated automotive occupant safety restraint systems to customers (the "Joint Venture"). Consummation of the Joint Venture will be subject to a number of conditions, including receipt of certain governmental approvals and clearances. Subject to certain limited exceptions, the MOU is not legally binding on the parties to it. Siemens' purchase of Series A Preference Shares was made for the purpose of obtaining a significant equity stake in its prospective joint venture partner and in order to help finance the Company's acquisition of the Safety Restraints Systems division of AlliedSignal Inc. The Company required Siemens to purchase the Series A Preference Shares as a condition to the Company's agreement to proceed with the Joint Venture. Effective as of the closing of the purchase and sale of the Series A Preference Shares, and pursuant to the provisions of the Stockholders Agreement set forth in Exhibit 7.1 and described in Item 6 of this Statement, a representative of Siemens was appointed to the Company's board of directors. The provisions of the Stockholders Agreement prohibit Siemens, until the third anniversary of that Agreement, from acquiring Common Stock without the prior consent of the Company's board of directors, subject to a series of exceptions more fully set forth in Exhibit 7.1, and also subject Siemens to a right of first refusal in favor of the Company and certain of its stockholders in connection with any disposition made by Siemens prior to the third anniversary of the Agreement of its Series A Preference Shares or any Common Stock issued on conversion of those Shares. Subject to those limitations, Siemens expects that it will from time to time review its investment in the Company on the basis of a variety of factors, including the Company's business, financial condition and results of operations; the status of the Joint Venture; general economic conditions and the conditions in the markets in which the Company operates; conditions in the securities markets generally; and other investment opportunities available to Siemens and its affiliates. Siemens will, based on such periodic reviews and other considerations it believes relevant, take whatever actions it deems appropriate. If Siemens believes further investment in the Company is attractive or is appropriate for any reason, including to protect or enhance Siemens' interests with respect to the Joint Venture, Siemens may acquire shares of Common Stock, through open market trades or privately negotiated purchases. Conversely, Siemens may decide to dispose of shares of Common Stock in any way it deems appropriate. Except as set forth in this Item 4 or in Item 6, Siemens has no current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) any other material change in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated in this paragraph. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(c) Siemens purchased 4,883,227 newly-issued Series A Preference Shares from the Company on October 30, 1997, for an aggregate purchase price of $115,000,000. Siemens has the right to acquire, and therefore is deemed to beneficially own, the 4,883,227 shares of Common Stock presently issuable upon conversion of those Series A Preference Shares. The Company has advised Siemens that as of October 31, 1997 (the most recent date for which such information was available), there were 31,705,527 shares of Common Stock outstanding. Based on that information, if Siemens were to elect to convert all of its Series A Preference Shares into Common Stock (and assuming no other outstanding options, warrants or conversion rights were exercised), Siemens would own approximately 13.4% of the issued and outstanding shares of Common Stock. Siemens would have the sole right to vote or direct the vote and dispose or direct the disposition of all the shares of Common Stock that would be issued upon conversion of the Series A Preference Shares. (d) and (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following summary of the terms of the Stockholders Agreement, the Registration Rights Agreement, the Make-Whole Agreement and the MOU is qualified in its entirety by reference to the full text of those documents, each of which is an Exhibit to this Statement. The terms of the Series A Preference Shares are more fully set forth in a Certificate of Designations (the "Certificate of Designations") filed by the Company in the office of the Secretary of State for the State of Delaware. SERIES A PREFERENCE SHARES. The Series A Preference Shares are convertible at any time at the option of the holder into shares of Common Stock at a rate of one share of Common Stock per Series A Preference Share, subject to adjustment under certain circumstances to prevent dilution. The Certificate of Designations provides that the Series A Preference Shares have no voting rights, except to the extent required by Delaware law and except that, after any Series A Preference Shares have been converted into Common Stock, the holders of Series A Preference Shares will have the right as a class to elect one member of the Company's Board of Directors. Each holder of Series A Preference Shares is entitled to receive an annual dividend, unless waived in writing, payable in quarterly installments beginning December 15, 1997 at the rate of five Series A Preference Shares for each 100 Series A Preference Shares owned of record by the holder. Under the Stockholders Agreement, Siemens has waived that dividend (i) to the extent the definitive documentation for the Joint Venture is executed and delivered by December 15, 1997; and (ii) following the termination of the Make-Whole Agreement (which will occur (a) if Siemens transfers the Series A Preference Shares to an unaffiliated third party or (b) if Siemens has not delivered a "Second Make-Whole Notice" by the later of (x) July 31, 1998 or (y) 45 days after one of the triggering events described in the Make Whole Agreement). STOCKHOLDERS AGREEMENT. The Stockholders Agreement provides, among other things, that: (i) Except to the extent Siemens is entitled to appoint a board representative pursuant to the Certificate of Designations, Siemens or its affiliates that hold Series A Preference Shares or Common Stock (the "Siemens Holders") will have the right to designate a person for election to the Company's Board of Directors, and certain stockholders (who represented that, at the date of the Stockholders Agreement, they held an aggregate of 18,060,600 shares of Common Stock) (the "Breed Holders") will vote in favor of such election. (ii) The affirmative vote of Siemens' representative on the Company's Board of Directors (whether appointed pursuant to the Stockholders Agreement or the Certificate of Designations) will be required to approve any of the following actions by the Company or any subsidiary 50% or more owned by the Company: (a) the conduct or operation (other than (i) through the Joint Venture, (ii) through Hamlin Incorporated or VTI Hamlin OY, except with respect to the design, manufacture and marketing of full electronic crash sensors and (iii) through Artistic Analytical Methods, Inc. in the conduct of its existing business) of any business comprising in whole or in part the development, selling, design, manufacturing or marketing of electronic components in the field of automotive safety restraint systems; (b) discontinuation of any material line of business in which the Company was engaged in on October 14, 1997 and which is material to the operations of the Joint Venture; and (c) use of the Siemens and any other trade names, marks or other similar intellectual property rights of Siemens, except only to the extent specifically permitted in the definitive documentation to be entered into in the future with respect to the Joint Venture. (iii) Subject to certain limited exceptions, transfers of beneficial ownership of Common Stock by the Siemens Holders within three years after the date of the Stockholders Agreement will be subject to a right of first refusal in favor of the Company and the Breed Holders; transfers of beneficial ownership of Common Stock by the Breed Holders within three years after the date of the Stockholders Agreement will be subject to a right of first refusal in favor of the Siemens Holders; and issuances or sales of Common Stock by the Company within five years after the date of the Stockholders Agreement will be subject to a right of first refusal in favor of the Siemens Holders. REGISTRATION RIGHTS AGREEMENT. Siemens has the right to require, on up to three occasions, that the Company file a registration statement under the Securities Act of 1933 with respect to the Common Stock beneficially owned by Siemens or its successors in interest and to use its best efforts to cause the registration statement to be declared effective. MAKE-WHOLE AGREEMENT. The Make-Whole Agreement provides that, upon the occurrence of certain "triggering events" (which generally would reflect a failure to consummate the Joint Venture), Siemens may give a notice to the Company requiring the Company to elect either (i) to repurchase the Series A Preference Shares (or the shares of Common Stock into which they have been converted) for a price (the "Make-Whole Price") equal to $115,000,000 plus $15,753 for each day elapsed between December 15, 1997 and the date of purchase or (ii) to issue additional shares of Common Stock to Siemens in an amount sufficient to permit Siemens to realize, based on a formula price, net proceeds equal to the Make-Whole Price. MOU. The MOU contemplates that, not later than December 15, 1997, Siemens and the Company will enter into definitive agreements for the formation of the Joint Venture. Consummation of the Joint Venture will be subject to a number of conditions, including receipt of certain governmental approvals and clearances. Subject to certain limited exceptions, the MOU is not legally binding on the parties to it. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.1 Stockholders Agreement, dated as of October 30, 1997, by and among Breed Technologies, Inc., Siemens Aktiengesellschaft and the stockholders named therein. 7.2 Registration Rights Agreement, dated as of October 30, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft. 7.3 Make-Whole Agreement, dated as of October 30, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft. 7.4 Memorandum of Understanding, dated October 14, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: November 7, 1997 SIEMENS AKTIENGESELLSCHAFT By:/S/ BERND HAGER Bernd Hager Vice President Finance AT SE SC By:/S/ WOLFGANG MLLER-HUSCHKE Wolfgang Mller-Huschke Corporate Counsel SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF SIEMENS Set forth in the table below are the name and the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each of the executive officers and members of the managing board of Siemens. Each person identified below is employed by Siemens. Directors are identified by an asterisk. All persons identified below are citizens of the Federal Republic of Germany.
NAME PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS OR EMPLOYMENT Dr. Heinrich v. Pierer Member, Chairman, President and CEO Wittelsbacherplatz 2 80333 Munich Federal Republic of Germany Dr. Karl-Hermann Baumann Member, Head of Corporate Finance Wittelsbacherplatz 2 80333 Munich Federal Republic of Germany Adolf Httl Member, Head of Power Generation Freyeslebenstrasse 1 Group 91058 Erlangen Federal Republic of Germany Dr. Volker Jung Member Wittelsbacherplatz 2 80333 Munich Federal Republic of Germany Dr. Edward G. Krubasik Member Werner-von-Siemens-Str. 50 91052 Erlangen Federal Republic of Germany Dr. Horst Langer Member Werner-von-Siemens-Str. 50 91052 Erlangen Federal Republic of Germany Werner Maly Member, Head of Human Resources Wittelsbacherplatz 2 Department 80333 Munich Federal Republic of Germany Dr. Wolfram O. Martinsen Member, Head of Transport Division Elsenstrasse 87-96 Group 12435 Berlin Federal Republic of Germany Peter Pribilla Member Wittelsbacherplatz 2 80333 Munich Federal Republic of Germany Jrgen Radomski Member Werner-von-Siemens-Str. 50 91052 Erlangen Federal Republic of Germany Prof. Clause Weyrich Member, Head of Technology Otto-Hahn-Ring 6 Department 81739 Munich Federal Republic of Germany Dr. Gnther Wilhelm Member Freyeslebenstrasse 1 91058 Erlangen Federal Republic of Germany
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 7.1 Stockholders Agreement, dated as of October 30, 1997, by and among Breed Technologies, Inc., Siemens Aktiengesellschaft and the stockholders named therein. 7.2 Registration Rights Agreement, dated as of October 30, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft. 7.3 Make-Whole Agreement, dated as of October 30, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft. 7.4 Memorandum of Understanding, dated October 14, 1997, by and between Breed Technologies, Inc. and Siemens Aktiengesellschaft.
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