REGISTRATION NO. 333-_____
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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)
ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2006
(CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2006 AND
GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006)
(Full Title of the Plan)
WILHEMUS C.M. 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
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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
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Common Shares of Koninklijke Philips 11,000,000 $39.16 $430,760,000 $13,224.33
Electronics N.V., par value 0.20
Euro per share (1)
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(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 Royal 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 Royal Philips Electronics Nonqualified Stock Purchase Plan and
10,000,000 of the shares are registered to be offered or sold pursuant
to the Royal Philips Electronics Long-Term Incentive Plan 2006.
(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 February 15, 2007.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
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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 Royal Philips
Electronics Nonqualified Stock Purchase Plan. After giving effect to this
filing, an aggregate of 8,609,460 shares of the registrant's common stock have
been registered for issuance pursuant to the Royal Philips Electronics
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 subsequent 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:
(a) Our Annual Report on Form 20-F for the fiscal year ended December
31, 2006 (File No. 001-05146-01) filed with the Commission on February 20, 2007;
(b) The Annual Report on Form 11-K of the Royal Philips Electronics
Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the
Commission on October 30, 2006; and
(c) The description of our common shares, par value 0.20 euro per share
is contained in the registration statement on Form S-8 (File No. 333-125280)
filed with the Commission on May 26, 2005. Such description is hereby amended
and supplemented in the following respects: (i) changing the previously reported
authorized capital of 1,300,000,000 euros to 1,000,000,000 euros, which is
comprised of 2,500,000,000 common shares of 0.20 euro and 2,500,000,000
preference shares of 0.20 euro, (ii) noting that Stichting Preferente Aandelen
Philips (the "Foundation") has the right to acquire "preference shares in our
capital", rather than "protective preference shares", (iii) updating the
composition of the self-electing board of the Foundation to include Messrs. D.D.
de Bree, F.Y.G.M Cremers, M.W. den Boogert, W. de Kleuver and G.J. Kleisterlee,
(iv) indicating that both Messrs. de Kleuver and Kleisterlee are not entitled to
vote, (v) indicating that the board of the Foundation is independent from the
Company as required by the Listing Requirements of Euronext Amsterdam N.V.'s
stock market, rather than the Amsterdam Exchange, (vi) updating the reference to
September 30, 2006 to September 30, 2007 under the heading "Issuance of Shares
and Preemptive Rights" and (vii) updating the reference to September 30, 2006 to
April 28, 2008 under the Heading "Repurchase of Common Shares."
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 provide that,
unless the law requires otherwise, the members of the board of management and of
the supervisory board shall be reimbursed by Royal Philips Electronics for
various costs and expenses, including the reasonable costs of defending claims
and of appearing in legal proceedings and any damages which they are ordered to
pay in respect of an act or failure to act in the exercise of functions
performed at the request of the Royal Philips Electronics. Under certain
circumstances, described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or failure to act by a member of the board of management or the supervisory
board can be characterized as intentional (`opzettelijk'), intentionally
reckless (`bewust roekeloos') or seriously culpable (`ernstig verwijtbaar') or
if the costs and expenses are reimbursed by insurers under an insurance policy,
there will be no entitlement to this reimbursement.
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
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4.1 Royal Philips Electronics 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), filed with the commission on June 13, 2000)
4.2 Global Philips Stock Option Program 2006 (part of Royal Philips
Electronics Long-Term Incentive Plan 2006)
4.3 Global Philips Restricted Share Rights Program 2006 (part of
Royal Philips Electronics Long-Term Incentive Plan 2006)
23.1 Consent of the Independent Registered Public Accounting Firm
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
material 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, (the "Act") 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 Act, 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 Act
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 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 February 15, 2007.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ Eric Coutinho
----------------------------
Name: Eric Coutinho
Title: General Secretary
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Wilhemus C.M. Groenhuysen as 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 February 15, 2007.
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/ P.J. Sivignon and Chief Financial Officer
------------------------------
P.J. Sivignon
/s/ G. H. Dutine Executive Vice-President, Member of the
------------------------------ Board of Management
G. H. Dutine
Executive Vice-President, Member of the
/s/ A. Ragnetti Board of Management
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A. Ragnetti
II-1
Name Title
---- -----
Executive Vice-President, Member of the
/s/ R.S. Provoost Board of Management
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R.S. Provoost
Executive Vice-President, Member of the
/s/ T.W.H. van Deursen Board of Management
------------------------------
T.W.H. van Deursen
/s/ W. de Kleuver Chairman of the Supervisory Board
------------------------------
W. de Kleuver
/s/ L. Schweitzer Member of the Supervisory Board
------------------------------
L. Schweitzer
/s/ Sir Richard Greenbury Member of the Supervisory Board
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Sir Richard Greenbury
/s/ J.M. Hessels Member of the Supervisory Board
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J.M. Hessels
/s/ K. A. L. M. van Miert Member of the Supervisory Board
------------------------------
K. A. L. M. van Miert
/s/ J. M. Thompson Member of the Supervisory Board
------------------------------
J. M. Thompson
/s/ C.J.A. van Lede Member of the Supervisory Board
------------------------------
C.J.A. van Lede
/s/ E. Kist Member of the Supervisory Board
------------------------------
E. Kist
/s/ N.L. Wong Member of the Supervisory Board
------------------------------
N.L. Wong
II-2
Name Title
---- -----
/s/ J.J. Schiro Member of the Supervisory Board
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J.J. Schiro
/s/ Wilhemus C.M. Groenhuysen Duly authorized representative in the
------------------------------ United States
Wilhemus C.M. Groenhuysen
II-3
SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS 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 February 15, 2007
ROYAL PHILIPS ELECTRONICS
NONQUALIFIED STOCK PURCHASE PLAN
By: /s/ Don Welsko
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Name: Don Welsko
Title: Chairman, Stock Purchase Plan Committee
II-4
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Royal Philips Electronics 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), filed with the commission on June 13, 2000)
4.2 Global Philips Stock Option Program 2006 (part of Royal Philips
Electronics Long-Term Incentive Plan 2006)
4.3 Global Philips Restricted Share Rights Program 2006 (part of
Royal Philips Electronics Long-Term Incentive Plan 2006)
23.1 Consent of the Independent Registered Public Accounting Firm
24 Power of attorney (included on signature page).