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
ATL LONG TERM PERFORMANCE UNIT 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
================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION
FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
COMMON SHARES OF KONINKLIJKE PHILIPS ELECTRONICS N.V., $30,000,000 $8,340
PAR VALUE 1 EURO PER SHARE
================================================================================================================
<FN>
(1) CALCULATED PURSUANT TO RULE 457(O).
</FN>
</TABLE>
<PAGE>
PART I
- --------------------------------------------------------------------------------
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement; and all documents (including Form
20-Fs) subsequently filed and, to the extent (if any) provided therein, any
further documents subsequently furnished (including Form 6-Ks) by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date of
filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or either: (1) the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 (the "Act") that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed, or (2) the Registrant's effective
registration statement on Form 20-F filed under the Exchange Act containing
audited financial statements for the registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Registrant's Common Shares, par value 10
Dutch guilders per share ("Common Shares"), contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
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 40 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
<PAGE>
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 Philips Electronics North America Corporation ATL Long Term
Performance Unit Plan.
23.1 Consent of KPMG Accountants N.V.
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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
<PAGE>
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.
<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 nd 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 ATL Long Term Performance
Unit Plan.
23.1 Consent of KPMG Accountants N.V.
ATL LONG TERM
PERFORMANCE UNIT PLAN
1. Purpose of the Plan.
The purpose of the Plan is to provide additional incentives and rewards
to officers, senior executives, directors and other key employees of ATL
Ultrasound, Inc. ("ATL")based on their achievement of ATL's strategic business
plan, through making them participants in the success of ATL and of Koninklijke
Philips Electronics N.V. ("Philips") by providing the opportunity to own Philips
common shares upon conversion of convertible debentures; and to attract to and
retain employees of outstanding skill and competence.
2. Definitions.
Unless otherwise required by the context, the terms used in the Plan
shall have the meanings set forth in this Section 2.
2.1. "ATL Compensation Committee" means the Compensation Committee
under the direct supervision of Philips Medical Systems B.V. which is
authorized, together with Philips Medical Systems B.V., to administer the Plan.
2.2. "Beneficiary," as applied to a Participant, means a person or
entity (including a trust or the estate of the Participant) designated to
receive any Philips Convertible Debentures issued in respect of Performance
Units, if applicable, in the event of the death of the Participant pursuant to
rules of general application adopted by the ATL Compensation Committee, in a
written document executed by the Participant in such form as shall be approved
by the ATL Compensation Committee. If there shall not be any living person or
any entity in existence so designated, the term "Beneficiary" shall mean the
Participant's personal representative or estate.
2.3. "Board" means the Board of Management of Philips.
2.4. "Disability" means, with respect to a Participant, a determination
by the ATL Compensation Committee, subject to the approval of Philips Medical
Systems B.V., that such Participant has become "disabled" within the meaning of
ATL's long-term disability plan then in effect.
2.5. "Eligible Employee" means an officer, senior executive or director
of ATL, ATL managers of grade 25 or above, ATL engineers of grade E3 and above
or other salaried Employees. Categorization as an Eligible Employee shall not
entitle any Employee to participation in the Plan or any Performance Unit Award
hereunder.
2.6. "Employee" means an individual employed by ATL.
2.7. "Fair Market Value" when applied to a Philips common share shall
mean the average of the high and low prices of the shares reported on the
relevant date as published in a recognized financial newspaper for New York
Stock Exchange composite transactions.
2.8. "Incentive Compensation Group" means the Employees selected by the
ATL Compensation Committee for such Performance Period pursuant to the
provisions of Section 4 of the Plan.
2.9. "Participant" means an Eligible Employee that has been granted a
Performance Unit Award hereunder.
2.10. "Performance Period" means the three year period beginning on
January 1, 1999 and ending December 31, 2001.
2.11. "Performance Unit Award" means an award granted pursuant to
5.1(a).
<PAGE>
2.12. "Plan" means the ATL Long Term Performance Unit Plan, as it may
be amended from time to time.
2.13. "Retirement" means the retirement of a Participant under the
terms of the applicable retirement plan of ATL.
3. Authorized Awards.
No Employee shall receive an award under the Plan in excess of
three-times his or her base salary.
4. Administration.
4.1. The Plan shall be administered by the ATL Compensation Committee.
4.2. The ATL Compensation Committee may establish and from time to time
amend rules and regulations of general application for the administration of the
Plan, subject to the provisions thereof.
4.3. The ATL Compensation Committee shall have power and discretion,
subject to the approval of Philips Medical Systems B.V., to administer, construe
and interpret the Plan. Any action taken or decision made under the respective
provisions of the Plan by ATL, Philips, the Board and the ATL Compensation
Committee, arising out of or in connection with the administration,
construction, interpretation or effect of the Plan, or recommendations in
accordance therewith, or of any rules and regulations adopted thereunder, shall
in each case lie within its discretion and shall be conclusive and binding on
ATL and its shareholders, all members of the Incentive Compensation Group, all
Participants and Beneficiaries and all other persons.
4.4. The ATL Compensation Committee shall have power and discretion,
subject to the approval of Philips Medical Systems B.V., to designate members of
the Incentive Compensation Group and to make Performance Unit Awards hereunder
in accordance with the terms of the Plan.
5. Performance Unit Awards.
5.1 Determinations by ATL Compensation Committee and Auditors. Subject
to the approval of Philips Medical Systems B.V.:
(a) The ATL Compensation Committee shall select the Incentive
Compensation Group and shall establish the participation level for each member
of the Incentive Compensation Group based on such member's position or office.
The ATL Compensation Committee shall adopt a performance measure or measures
that reflect the achievement of the strategic plan and the profitability of the
business. The final value of a Participant's Performance Unit Award shall be
determined by the ATL Compensation Committee based upon the achievement of the
performance measure(s) in accordance with Sections 5.1(b) and (c).
(b) The Performance Unit Award and the Payout under the Plan, if any,
for each Participant shall be calculated by the ATL Compensation Committee using
the following guidelines:
Performance Level Value of
- ----------------- Performance Unit
----------------
Target: Strategic Plan Achieved $10
Maximum: Strategic Plan plus Synergies Achieved $15
Threshold: 75% of Strategic Plan Achieved $5
Below Threshold: Less than 75% of Strategic Plan Achieved $0
-2-
<PAGE>
Above the threshold performance level, the final value of a Performance Unit may
range from $5 to $15 (in dollars and cents), depending upon final performance as
determined under Section 5.1(c).
Award Calculation
- -----------------
Payout = Value of Performance Unit x the number of Performance Units granted.
Notwithstanding the foregoing guidelines, the ATL Compensation
Committee may, subject to the approval of Philips Medical Systems B.V.,
determine that a Participant shall receive a minimum payout with respect to his
or her Performance Unit Award at the end of the Performance Period.
(c) As soon as practicable after the end of the Performance Period, the
independent accounting firm employed by Philips as its auditors shall determine
and report the results of operations and financial condition of ATL for such
Performance Period. Subject to the approval of Philips Medical Systems B.V.,
based on such auditor's report, the ATL Compensation Committee shall determine
the value of each Performance Unit, the Payout earned by each Participant, and
the number of Philips common shares that may be received by each Participant
upon conversion of the Philips Convertible Debentures issued as of the Issue
Date.
For purposes of the Plan, the number of Philips common shares which may
be received by a Participant upon conversion of the Philips Convertible
Debentures issued to such Participant shall be determined by dividing the Payout
amount by the Fair Market Value of the Philips common shares reported on the
date of publication of Philips annual results for the year 2001, provided,
however, that if such calculation results in a fractional number, such fraction
shall be rounded up to the nearest whole share.
5.2. Time and Form of Payment of Performance Unit Award.
(a) Payment with respect to Performance Unit Awards shall be made to
Participants no later than the end of the first quarter following the end of the
Performance Period (the "Issue Date") in the form of Philips Convertible
Debentures.
(b) Terms of Philips Convertible Debentures.
(i) Registration/Transferability. Philips Convertible Debentures
issued to a Participant hereunder shall be registered in the name of the
Participant for purposes of Dutch law and shall specify the number of Philips
common shares into which such Debentures may be converted. Philips Convertible
Debentures shall not be transferable by the Participant otherwise than by will
or the laws of descent and distribution, and shall be exercisable during the
Participant's lifetime only by the Participant.
(ii) Term of Debentures; Conversion. The term of the Philips
Convertible Debentures issued hereunder shall be five years and shall terminate
on the last day of the 60th month after the Issue Date. After the Issue Date of
the Philips Convertible Debentures, such Debentures may be converted into the
specified number of Philips common shares at any time during the five-year term
of the Debenture, having regard to the following provisions:
A. Request for Conversion: In order to exercise the conversion right,
the Participant shall submit a written request for conversion to the bodies
designated for this purpose by Philips
-3-
<PAGE>
on a Form made available by Philips or the ATL Corporation Committee for this
purpose. The date of receipt by those bodies shall be deemed to be the
conversion date.
B. Denomination of Debentures: One or more Philips Convertible
Debenture(s) may be issued to a Participant on the Issue Date, provided,
however, that the sum of the Philips common shares into which each Debenture may
be converted shall not exceed the total number of Philips common shares that may
be issued to such Participant upon conversion as determined by the ATL
Compensation Committee pursuant to Section 5.1(c).
C. Conversion Price: The conversion price for the Philips Convertible
Debentures issued under the Plan shall be equal to the Fair Market Value of the
Philips common shares reported on the date of publication of Philips annual
results for the year 2001, multiplied by the number of Philips common shares
into which such Debenture may be converted. If no price was quoted on the above
referenced date, the Fair Market Value on the next trading day on which a price
is quoted shall apply.
In the event of a division or combination of Philips common shares
into/with shares having a different nominal value, the conversion price shall be
reduced or increased as appropriate and equitable. The conversion price
determined in accordance with this paragraph shall be rounded down to tenths of
a dollar and shall never fall beneath the nominal value of the shares.
D. Redemption/Interest: A Philips Convertible Debenture which has not
been converted at the end of the five-year term shall be redeemable for cash
equal to the principal amount of such Debenture plus interest, which shall vest
at the end of the five-year term, calculated at a rate of 3% compounded annually
during such five-year term. No interest shall be payable with respect to a
Philips Convertible Debenture which has been converted into Philips ordinary
shares. No dividends shall be payable in respect of Philips common shares
received upon conversion with respect to periods prior to the conversion date.
E. Delivery: The shares to be obtained from conversion shall be
delivered to a bank or broker to be designated by the Participant.
F. Each Philips Convertible Debenture issued under the Plan shall be
non-forfeitable by the Participant as of the date of issuance.
G. Conversion Costs: Philips shall not charge any costs to the
Participant for the conversion and delivery of the shares.
6. Termination of Employment.
6.1 In the event that a Participant's employment with ATL is terminated
prior to the Issue Date for any reason other than the death, Disability or
Retirement of the Participant, or transfer of the Participant to another Philips
Affiliate, all Performance Units held by such Participant shall be forfeited and
shall not entitle such Participant to any Payout under the Plan.
6.2 In the event that a Participant's employment with ATL terminates
prior to the Issue Date by reason of such Participant's death, Retirement or
Disability, such Participant (or his or her beneficiary) shall receive a
pro-rata Payout with respect to the Performance Units held by such Participant
based on the number of months from the date of his or her selection as a
Participant through the end of the month in which his or her employment
terminates.
6.3 A Participant whose employment is transferred to another Philips
Affiliate prior to the Issue Date shall receive a pro-rata Payout with respect
to the Performance Units held by such Participant based on the number of months
from the date of his or her selection as a Participant through the end of the
month in which the transfer occurs.
-4-
<PAGE>
7. Plan Amendment; Termination.
The Board may amend, suspend or terminate the Plan at any time,
provided that, except as set forth in Section 5.2(b)(ii)(c), no amendment shall
be effective that would reduce the conversion price set forth in Section 5.2.
8. Miscellaneous.
8.1. No Employee, member of the Incentive Compensation Group,
Participant, Beneficiary, or person claiming under or through any of them, nor
any other person shall have any right or interest, whether vested or otherwise,
in the Plan or its continuance, or in or to the payment of any Performance Unit
Award under the Plan unless and until all of the terms, conditions and
provisions of the Plan that affect such award and its payment shall have been
fully complied with as specifically provided in the Plan and the rules and
regulations of the ATL Compensation Committee thereunder. No rights under the
Plan, contingent or otherwise, shall be assignable or subject to any
encumbrance, pledge or charge of any nature and shall not be transferable by any
Participant except by will or the laws of descent and distribution.
8.2. A Participant shall have no rights as a shareholder with respect
to any Philips common shares until such shares shall have been issued to the
Participant upon conversion of the Philips Convertible Debentures held by the
Participant.
8.3. The value of Performance Units, Philips Convertible Debentures or
common shares received upon conversion of the Philips Convertible Debentures
shall not be considered as compensation in determining a Participants' benefits
under any benefit plan of ATL or Philips, including, but not limited to, group
life insurance, long-term disability, retirement plans and savings plans.
8.4. The interpretation and construction of the Plan shall be governed
by and enforced in accordance with the internal laws of the State of New York
without regard to the principle of conflicts of laws.
8.5. The Plan shall be effective as of January 1, 1999.
-5-
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.
