AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2000
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)
KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE 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)
Please Send Copies of Communications to:
ANDREW D. SOUSSLOFF
SULLIVAN & CROMWELL
125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
(212) 558-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE (2) OFFERING PRICE (2) FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Koninklijke 1,000,000 shares $47.8125 $47,812,500 $12,622.50
Philips Electronics N.V., par value
0.25 Euro per share
====================================================================================================================
<FN>
(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 employee benefit plan described
herein.
(2) 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 June 12, 2000.
</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,
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 plan 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.
2
<PAGE>
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, 1999 (File No. 2-20193) filed with the Commission on March 23, 2000; and
(b) Our Reports on Form 6-K, filed with the Commission on February 18,
2000, April 5, 2000, April 20, 2000, May 25, 2000 and June 8, 2000; 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.
ITEM 4. DESCRIPTION OF SECURITIES
Item 4 contains a summary of certain provisions of the articles of
association of Royal Philips Electronics. This summary does not purport to be a
complete statement of these provisions and is qualified in its entirety by
reference to the articles of association, which are included as an exhibit to
this registration statement. All references to "we" or the "Company" in this
summary mean Royal Philips Electronics.
GENERAL
Our board of management, the members of which are appointed by the
general meeting of our shareholders, is responsible for our management. The
supervisory board, which is also appointed by the general meeting of
shareholders, is responsible for supervising the policy pursued by the board of
management and the general course of our affairs.
SHARE CAPITAl
Our authorized capital is 1,500,000,000 euros comprised of 10 priority
shares of 500 euros, 3,000,000,000 common shares of 0.25 euro, and 2,999,980,000
preference shares of 0.25 euro. The authorized capital may be increased by a
shareholders' resolution adopted on the proposal of the board of management,
approved by the supervisory board and subsequent amendment to the articles of
association. The general meeting of shareholders has adopted a proposal of our
board of management and our supervisory board for a share reduction program.
Upon completion of the
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share reduction program, which we expect will be in mid-2000, our authorized
capital will be reduced to 1,300,000,000 euros comprised of 10 priority shares
of 500 euros, 3,250,000,000 common shares of 0.20 euro and 3,249,975,000
preference shares of 0.20 euro.
Of the ten priority shares, eight are held by the Dr. A.F. Philips
Stichting, a foundation with a self-electing board. The board of this foundation
consists of the Chairman and the Vice Chairman and Secretary of our supervisory
board, certain other members of our supervisory board and the president of the
Company. At present, the board consists of Messrs. L.C. van Wachem, W. de
Kleuver, J.M. Hessels and C. Boonstra. The remaining two priority shares are
held by Messrs. F.J. Philips and H.A.C. van Riemsdijk, each of them holding one.
The transfer of priority shares is restricted by the articles of association to
transferees approved by the meeting of priority shareholders.
No preference shares have been issued. However, the Stichting
Preferente Aandelen Philips (the "Foundation"), a foundation established under
Netherlands law, has been granted the right to acquire protective preference
shares in our capital should a third party ever seem likely to gain a
controlling interest in the Company. The Foundation may exercise this right for
as many preference shares as there are common shares in the Company outstanding
at that time. The object of the Foundation is to represent the interests of the
Company, the enterprises maintained by the Company and its affiliated companies
within the Philips group, such that the interests of the Company, those
enterprises and all parties involved with them are safeguarded as effectively as
possible, and that they are afforded maximum protection against influences
which, in conflict with those interests, may undermine the autonomy and identity
of the Company and those enterprises, and also to do anything related to the
above ends or conducive to them.
At present, the members of the self-electing Board of the Foundation
are Messrs. J.R. Glasz, H.B. van Liemt, W.E. Scherpenhuijsen Rom, L.C. van
Wachem and C. Boonstra. As Chairman of our supervisory board and our board of
management respectively, Messrs. van Wachem and Boonstra are ex officio members
of the board of the Foundation. Mr. Boonstra is not entitled to vote. Our board
of management and the board of the Foundation have declared that they both are
of the opinion that the Foundation is independent from the Company as required
by the Listing Requirements of the stock market of the Amsterdam Exchange.
The common shares are held in bearer and registered form. Holders of
shares of New York Registry hold their common shares in registered form. See
"Common Share Certificates and Transfer".
DIVIDENDS
The holders of priority shares are entitled to an annual preferred
dividend of 20 euros per share. The profit that remains thereafter is at the
disposal of the general meeting of our shareholders, which is empowered to
withhold distribution in whole or in part or to make a distribution in whole or
in part to holders of common shares in proportion to their share ownership.
VOTING RIGHTS
Each common share and each preference share are entitled to one vote.
Each priority share is entitled to two thousand votes. All common shares vote
together on all matters presented at a general meeting of shareholders. Upon
completion of the share reduction program discussed above,
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each common share and each preference will be entitled to one vote, and each
priority share will be entitled to two thousand five hundred votes.
Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders from nominations made by our
supervisory board in agreement with the meeting of priority shareholders.
The supervisory board has to nominate at least two persons for each
vacancy to be filled on the board of management and the election must be made
from among the persons so nominated. The list of such nominations shall be
deposited for shareholder inspection at the registered office of the Company and
at an Amsterdam bank specified by us at the time of the notice to shareholders
convening the general meeting of shareholders at which the proposed appointment
will be considered.
The general meeting of shareholders may deprive of their binding effect
nominations for election to the board of management made by our supervisory
board, if a resolution is passed by two-thirds of the votes cast and represents
more than one-half of the issued share capital. In that event, a new binding
list shall be submitted to a subsequent general meeting of shareholders in
accordance with the provisions described above. If the second list is also
rejected in the manner provided for above, the general meeting of shareholders
shall be free to make its own appointments to the board of management. The
general meeting of shareholders may also suspend or remove any member of the
board of management at any time by a two-thirds majority of the votes cast at a
meeting at which at least one-half of the issued share capital is represented
(although no quorum is required if dismissal is proposed by the board of
management, the supervisory board or the meeting of priority shareholders).
Subject to the foregoing paragraph, the supervisory board has the power
to control nominations to our board of management.
Election of the Supervisory Board. Members of the supervisory board are
elected by the general meeting of shareholders from nominations made by the
supervisory board in agreement with the meeting of priority shareholders.
The supervisory board must nominate at least two persons for each
vacancy to be filled on the supervisory board and the election must be made from
among the persons so nominated. The list of nominees shall be deposited for
shareholder inspection at the registered office of the Company and at an
Amsterdam bank specified in the notice to shareholders convening the general
meeting at which the proposed appointment will be considered.
The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory board made by the supervisory board
if a resolution is passed by two-thirds of the votes cast and represents more
than one-half of the issued share capital. In that event, a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions described above. Should the second list also be rejected in
the manner provided for above, the general meeting of shareholders shall then be
free to make its own appointments to the supervisory board. The general meeting
of shareholders may also suspend or remove any member of the supervisory board
at any time by two-thirds of the votes cast at a meeting at which at least
one-half of the issued share capital is represented (although no quorum is
required if dismissal is proposed by the supervisory board or a meeting of
priority shareholders).
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General Meetings of Shareholders. General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam, 's-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York Registry and publish notice of the annual
meeting in national newspapers in The Netherlands and in certain countries
abroad. In order to attend, to address and to vote at the general meeting of
shareholders, the holders of shares of New York Registry must advise us in
writing, as stated in the notice convening the meeting, of their intention to
attend the meeting. Holders of bearer shares must deposit their shares as
specified in the published notice. In connection with our general meetings, we
do not solicit proxies within the United States but may seek limited numbers of
proxies from non-U.S. shareholders outside the United States.
Action is taken at general meetings of shareholders by a majority of
the votes cast (except where a different proportion of votes is required by the
articles of association or Netherlands law) and there are generally no quorum
requirements applicable to such meetings.
Amendment of Articles of Association and Dissolution. Resolutions to
amend our Articles of association or to dissolve the Company proposed by the
board of management must be approved by a majority of the votes cast at a
general meeting of shareholders. Resolutions to this effect proposed by
shareholders must be approved by at least a three-fourths majority of the votes
cast at a general meeting of shareholders at which more than half of the issued
share capital is represented or, if the requisite capital is not represented, by
a three-fourths majority of the votes cast at a new meeting held within four
weeks. All resolutions to amend the articles of association or to dissolve the
Company must also be approved or ratified by the supervisory board and by the
meeting of priority shareholders at which more than half the issued priority
share capital is represented and at least three-fourths of the votes cast are in
favor of such amendment or dissolution. If the requisite capital is not present,
a further meeting shall be held within four weeks thereof at which, irrespective
of the share capital represented, the resolution can be adopted by at least
three-fourths of the votes cast. Resolutions to amend the articles of
association or dissolve the Company will not be valid unless the full text of
such proposals has been deposited for inspection by shareholders at the
registered office of the Company and at an Amsterdam bank specified in the
notice convening the general meeting of shareholders from the day on which such
notice is delivered until the close of that meeting.
LIQUIDATION RIGHTS
In the event of the dissolution and liquidation of the Company, the
assets remaining after payment of all debts and liquidation expenses are to be
distributed in the following order of priority: to the holders of preference
shares, the amount paid thereon; to the holders of priority shares, the full
nominal amount of such shares; and the remainder to the holders of the common
shares.
ISSUANCE OF SHARES AND PREEMPTIVE RIGHTS
Our board of management may issue common shares if and insofar as the
board of management has been designated by the general meeting of shareholders
as the authorized body for this purpose, subject to the approval of our
supervisory board and the meeting of the holders of priority shares. A
designation of the board of management will be effective for a specified period
of up to five years and may be renewed. Currently, our board of management has
been designated as the authorized body to issue common shares until September
30, 2001. The board of management must obtain the approval of the supervisory
board and the meeting of priority shareholders to issue common shares. If the
board of management has not been designated, the general meeting of
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<PAGE>
shareholders has the power to authorize the issuance of common shares, upon the
proposal of the board of management, which proposal must be approved by the
supervisory board and the meeting of priority shareholders.
Shareholders have a pro rata preferential right of subscription to any
common share issuance unless the right is restricted or excluded. If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential subscription rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed. Currently, our board of management has been granted the
power to restrict or exclude the preferential right of subscription until
September 30, 2001. If the board of management has not been designated, the
general meeting of shareholders has the power to restrict or exclude such
rights, upon the proposal of the board of management, which proposal must be
approved by the supervisory board and the meeting of priority shareholders.
Resolutions by the general meeting of shareholders referred to in this paragraph
require approval of at least two-thirds of the votes cast if less than half of
the issued share capital is represented at the meeting.
The foregoing provisions also apply to the issuance of rights to
subscribe for shares.
REPURCHASE OF COMMON SHARES
We may repurchase our own shares subject to certain financial tests,
but shares held in treasury may not be voted or counted for quorum purposes. Any
purchases by us are subject to the approval of the supervisory board and the
authorization of shareholders at the general meeting of shareholders. Our board
of management may be authorized by the general meeting of shareholders to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed. Currently, our board of management is authorized
to repurchase shares with the approval of the supervisory board until September
30, 2001.
LIMITATIONS ON RIGHT TO HOLD OR VOTE COMMON SHARES
There are no limitations imposed by Netherlands law or by our articles
of association on the right of non-resident owners to hold or vote the common
shares.
COMMON SHARE CERTIFICATES AND TRANSFER
The common shares are available in either registered or bearer form
except that the common shares quoted on the New York Stock Exchange are
available in registered form only. Our shareholders' register is maintained
partly in New York, New York, known as the New York Registry, by Citibank, our
transfer agent and registrar, and partly in The Netherlands, known as the
Eindhoven Registry, by or on behalf of us.
The common shares listed on the stock market of the Amsterdam Exchange
are common shares in bearer form embodied in share certificates, which are
lodged with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the
Dutch clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such common shares. The common shares in bearer form can only be
transferred through the securities transfer system of NECIGEF. Holders of
registered common shares will be entered in our shareholders' register. At the
request of the registered shareholder, we will, without fee, issue a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered
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<PAGE>
common share. A deed of transfer, together with our acknowledgment in writing,
is required to transfer registered shares.
Persons who are not DTC participants may beneficially own common shares
registered by the New York registry held by DTC only through direct or indirect
participants in DTC. So long as Cede & Co., as the nominee of DTC, is the
registered owner of common shares traded on the NYSE, Cede & Co. for all
purposes will be considered the shareholder of such shares. Accordingly, any
person owning a beneficial interest in common shares traded on the NYSE must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a shareholder. We understand that, under existing
industry practice, in the event that an owner of a beneficial interest in common
shares traded on the NYSE desires to take any action that Cede & Co., as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest through such participants to take such action or would otherwise act
upon the instructions of beneficial owners holding interests through them.
Common shares traded on the NYSE may be transferred on our books at the office
of our transfer agent and registrar. Certificates representing common shares
traded on the NYSE may be exchanged at such office for certificates representing
common shares traded on the NYSE of other denominations, provided, however, that
such certificates are available only in such denominations as our board of
management determines. Under Netherlands law, the transfer of our registered
shares requires a written instrument of transfer and written acknowledgment by
the issuer of such transfer.
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.
8
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
3(i) Articles of Association.
4.1 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
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, 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 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.
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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 June 13, 2000.
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, as amended,
this Registration Statement has been signed by the following persons in the
indicated capacities on June 13, 2000.
Name Title
---- -----
/s/ C. BOONSTRA President/CEO, Chairman of the Board of
--------------------------- Management (Principal Executive Officer)
C. Boonstra
/s/ J. H. M. HOMMEN Executive Vice-President, Member of the Board of
--------------------------- Management and Chief Financial Officer
J. H. M. Hommen (Principal Financial and Accounting Officer)
/s/ A. BAAN Executive Vice-President, Member of the Board of
--------------------------- Management
A. Baan
/s/ A. P. M. VAN DER POEL Executive Vice-President, Member of the Board of
--------------------------- Management
A. P. M. van der Poel
/s/ G. J. KLEISTERLEE Executive Vice-President, Member of the Board of
--------------------------- Management
G. J. Kleisterlee
II-1
<PAGE>
Name Title
---- -----
Executive Vice-President, Member of the Board of
--------------------------- Management
G. J. W. Whybrow
/s/ L.C. VAN WACHEM Chairman of the Supervisory Board
---------------------------
L. C. van Wachem
/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/ L. SCHWEITZER
--------------------------- Member of the Supervisory Board
L. Schweitzer
/s/ SIR RICHARD GREENBURY
--------------------------- Member of the Supervisory Board
Sir Richard Greenbury
/s/ J. M. HESSELS
--------------------------- Member of the Supervisory Board
J. M. Hessels
/s/ K. VAN MIERT
--------------------------- Member of the Supervisory Board
K. van Miert
/s/ LYNNE A. BEZIKOS
--------------------------- Duly authorized representative in the United
Lynne A. Bezikos States
II-2
<PAGE>
SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED
STOCK PURCHASE PLAN
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator has 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 June 13, 2000.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
NONQUALIFIED STOCK PURCHASE PLAN
By: /s/ THOMAS CUNNANE
---------------------------
Name: Thomas Cunnane
Title: Secretary
II-3
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INDEX TO EXHIBITS
3(i) Articles of Association
4.1 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan
23.1 Consent of KPMG Accountants N.V.
