AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999
REGISTRATION NO. 333-_____
================================================================================
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)
REMBRANDT TOWER, AMSTELPLEIN 1, AMSTERDAM 1070MX, THE NETHERLANDS
(Address of Principal Executive Offices)
PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
1998 STOCK OPTION PLAN
(Full Title of the Plan)
LYNNE A. BEZIKOS
1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
(212) 536-0612
(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
MAXIMUM MAXIMUM REGISTRATION
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE FEE
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON SHARES OF KONINKLIJKE 800,000 $88.96(1) $71,168,000 $19,785
PHILIPS ELECTRONICS N.V., PAR ---------------------------------------------------------------------------------
VALUE 1 EURO PER SHARE 625,000(2) $71.71 $44,818,750 $13,222(3)
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<FN>
(1) CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(H) BASED UPON
THE PRICE AT WHICH THE OPTIONS MAY BE EXERCISED, $88.96 PER SHARE.
(2) REPRESENTS SECURITIES PREVIOUSLY REGISTERED ON THIS FORM (FILE NO. 333-70215) WITH RESPECT TO THE SAME
BENEFIT PLAN.
(3) PAID JANUARY 7, 1999 IN CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON THIS FORM (FILE NO. 333-70215).
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This registration statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to an employee benefit plan (File No. 333-70215) is effective.
Accordingly, in accordance with Instruction E to Form S-8, the registrant has
filed only a facing page, all required opinions and consents, the signature page
and any information required in the new registration statement that is not in
the earlier registration statement. The registrant hereby incorporates herein by
reference the contents of its registration statement on Form S-8 (File No.
333-70215).
<PAGE>
SIGNATURES OF ROYAL PHILIPS ELECTRONICS
Pursuant to the requirements of the Securities Act of 1933, 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
November 19, 1999.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ Ari Westerlaken
-----------------------------------
Name: Ari Westerlaken
Title: General Secretary
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Lynne A. Bezikos 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, this
Registration Statement has been signed by the following persons in the indicated
capacities on November 19, 1999.
Name Title
- ---- -----
/s/ Cor Boonstra President, Chairman of the Board of Management
- -------------------------- (Principal Executive Officer)
Cor Boonstra
/s/ Jan H.M. Hommen Executive Vice-President, Member of the Board of
- -------------------------- Management and Chief Financial Officer (Principal
Jan H.M. Hommen Financial and Accounting Officer)
/s/ Adri Baan Executive Vice-President, Member of the Board of
- -------------------------- Management
Adri Baan
Executive Vice-President, Member of the Board of
- -------------------------- Management
Arthur P.M. van der Poel
/s/ John W. Whybrow Executive Vice-President, Member of the Board of
- -------------------------- Management
John W. Whybrow
/s/ L.C. van Wachem Chairman of the Supervisory Board
- --------------------------
L.C. van Wachem
II-1
<PAGE>
Name Title
- ---- -----
/s/ W. de Kleuver Vice-Chairman and Secretary of the Supervisory
- -------------------------- Board
W. de Kleuver
/s/ W. Hilger Member of the Supervisory Board
- --------------------------
W. Hilger
/s/ C.J. Oort Member of the Supervisory Board
- --------------------------
C.J. Oort
Member of the Supervisory Board
- --------------------------
L. Schweitzer
Member of the Supervisory Board
- --------------------------
Sir Richard Greenbury
Member of the Supervisory Board
- --------------------------
J-M Hessels
/s/Lynne A. Bezikos Duly authorized representative in the United
- -------------------------- States
Lynne A. Bezikos
II-2
<PAGE>
INDEX TO EXHIBITS
4.1 Philips Electronics North America Corporation 1998 Stock Option Plan,
dated February 12, 1998. (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (File No. 333-70215).)
23.1 Consent of KPMG Accountants N.V.
Exhibit 23.1
CONSENT OF THE INDEPENDENT AUDITORS
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 9, 1999, relating to the consolidated
balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of
December 31, 1998 and 1997, and the consolidated statements of income, cash
flows and stockholders' equity for each of the years in the three-year period
ended December 31, 1998, included in the December 31, 1998 annual report on Form
20-F of Koninklijke Philips Electronics N.V.
Eindhoven, The Netherlands
November 17, 1999
/s/ KPMG Accountants N.V.
KPMG Accountants N.V.
