AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2004
REGISTRATION NO. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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).