SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
______________________________
BREED TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
106702103
(CUSIP Number)
______________________________
SIEMENS AKTIENGESELLSCHAFT
WITTELSBACHERPLATZ 2
D-80333 MUNICH
GERMANY
ATTENTION: GENERAL COUNSEL
011-49-89-234-33537
______________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_____________________________
COPY TO:
E. Robert Lupone, Esq.
Siemens Corporation
1301 Avenue of the Americas
New York, New York 10019
(212) 258-4208
_____________________________
OCTOBER 30, 1997
(Date of event which requires filing of this statement)
_______________________________________________________________________________
<square> Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4).
<square> Check box if a fee is being paid with the statement.
_______________________________________________________________________________
<PAGE>
CUSIP No. 106702103 13D Page 2 of 11
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
SIEMENS AKTIENGESELLSCHAFT
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<square>
(b)<square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
7. SOLE VOTING POWER
NUMBER OF 4,883,227 shares
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
4,883,227 shares
REPORTING
10. SHARED DISPOSITIVE POWER
PERSON WITH
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,883,227 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to shares
of common stock, par value $.01 per share ("Common Stock"), of Breed
Technologies, Inc., a Delaware corporation (the "Company"). The Company's
principal executive offices are located at 5300 Old Tampa Highway, Lakeland,
Florida 33811.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Siemens Aktiengesellschaft, a
company organized under the laws of the Federal Republic of Germany
("Siemens"), which has its principal offices at Wittelsbacherplatz 2, D-80333,
Munich, Germany. Siemens' principal business is the design, development,
manufacture, purchasing, marketing, leasing and sale of a wide variety of
electrical and electronics systems. The name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Siemens are set forth in Schedule I to this Statement.
During the past five years neither Siemens nor, to the best knowledge of
Siemens, any of the persons listed on Schedule I, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him or it being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Siemens in making the purchase
described in Item 4 was $115,000,000. Siemens used funds obtained from its
working capital to make the purchase.
ITEM 4. PURPOSE OF THE TRANSACTION.
On October 30, 1997, the Company issued and sold to Siemens
4,883,227 of its Series A Preference Shares. The Series A Preference Shares
are convertible into Common Stock at any time at the option of the holder at a
rate of one share of Common Stock per Series A Preference Share, subject to
adjustment. In connection with the purchase and sale of the Series A
Preference Shares, Siemens, the Company and certain other parties executed and
delivered a Stockholders Agreement, a Registration Rights Agreements, a Make-
Whole Agreement and a memorandum of understanding with respect to a proposed
joint venture (the "MOU"). Copies of those agreements and the MOU are filed
with this Statement as Exhibits 7.1, 7.2, 7.3 and 7.4, respectively, each of
which is incorporated by this reference in its entirety into this Statement.
Reference is made to Item 6 of this Statement for a summary description of
those agreements and the MOU.
The MOU contemplates that, not later than December 15, 1997, Siemens
and the Company will enter into definitive agreements for the formation of a
joint venture for the design, development, production and sale of integrated
automotive occupant safety restraint systems to customers (the "Joint
<PAGE>
Venture"). Consummation of the Joint Venture will be subject to a number of
conditions, including receipt of certain governmental approvals and clearances.
Subject to certain limited exceptions, the MOU is not legally binding on the
parties to it.
Siemens' purchase of Series A Preference Shares was made for the
purpose of obtaining a significant equity stake in its prospective joint
venture partner and in order to help finance the Company's acquisition of the
Safety Restraints Systems division of AlliedSignal Inc. The Company required
Siemens to purchase the Series A Preference Shares as a condition to the
Company's agreement to proceed with the Joint Venture.
Effective as of the closing of the purchase and sale of the Series A
Preference Shares, and pursuant to the provisions of the Stockholders Agreement
set forth in Exhibit 7.1 and described in Item 6 of this Statement, a
representative of Siemens was appointed to the Company's board of directors.
The provisions of the Stockholders Agreement prohibit Siemens, until
the third anniversary of that Agreement, from acquiring Common Stock without
the prior consent of the Company's board of directors, subject to a series of
exceptions more fully set forth in Exhibit 7.1, and also subject Siemens to a
right of first refusal in favor of the Company and certain of its stockholders
in connection with any disposition made by Siemens prior to the third
anniversary of the Agreement of its Series A Preference Shares or any Common
Stock issued on conversion of those Shares. Subject to those limitations,
Siemens expects that it will from time to time review its investment in the
Company on the basis of a variety of factors, including the Company's business,
financial condition and results of operations; the status of the Joint Venture;
general economic conditions and the conditions in the markets in which the
Company operates; conditions in the securities markets generally; and other
investment opportunities available to Siemens and its affiliates. Siemens
will, based on such periodic reviews and other considerations it believes
relevant, take whatever actions it deems appropriate. If Siemens believes
further investment in the Company is attractive or is appropriate for any
reason, including to protect or enhance Siemens' interests with respect to the
Joint Venture, Siemens may acquire shares of Common Stock, through open market
trades or privately negotiated purchases. Conversely, Siemens may decide to
dispose of shares of Common Stock in any way it deems appropriate.
Except as set forth in this Item 4 or in Item 6, Siemens has no
current plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g) any
other material change in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to
those enumerated in this paragraph.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) Siemens purchased 4,883,227 newly-issued Series A Preference
Shares from the Company on October 30, 1997, for an aggregate purchase price of
$115,000,000. Siemens has the right to acquire, and therefore is deemed to
beneficially own, the 4,883,227 shares of Common Stock presently issuable upon
conversion of those Series A Preference Shares. The Company has advised
Siemens that as of October 31, 1997 (the most recent date for which such
information was available), there were 31,705,527 shares of Common Stock
outstanding. Based on that information, if Siemens were to elect to convert
all of its Series A Preference Shares into Common Stock (and assuming no other
outstanding options, warrants or conversion rights were exercised), Siemens
would own approximately 13.4% of the issued and outstanding shares of Common
Stock. Siemens would have the sole right to vote or direct the vote and
dispose or direct the disposition of all the shares of Common Stock that would
be issued upon conversion of the Series A Preference Shares.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The following summary of the terms of the Stockholders Agreement,
the Registration Rights Agreement, the Make-Whole Agreement and the MOU is
qualified in its entirety by reference to the full text of those documents,
each of which is an Exhibit to this Statement. The terms of the Series A
Preference Shares are more fully set forth in a Certificate of Designations
(the "Certificate of Designations") filed by the Company in the office of the
Secretary of State for the State of Delaware.
SERIES A PREFERENCE SHARES. The Series A Preference Shares are
convertible at any time at the option of the holder into shares of Common Stock
at a rate of one share of Common Stock per Series A Preference Share, subject
to adjustment under certain circumstances to prevent dilution. The Certificate
of Designations provides that the Series A Preference Shares have no voting
rights, except to the extent required by Delaware law and except that, after
any Series A Preference Shares have been converted into Common Stock, the
holders of Series A Preference Shares will have the right as a class to elect
one member of the Company's Board of Directors. Each holder of Series A
Preference Shares is entitled to receive an annual dividend, unless waived in
writing, payable in quarterly installments beginning December 15, 1997 at the
rate of five Series A Preference Shares for each 100 Series A Preference Shares
owned of record by the holder. Under the Stockholders Agreement, Siemens has
waived that dividend (i) to the extent the definitive documentation for the
Joint Venture is executed and delivered by December 15, 1997; and (ii)
following the termination of the Make-Whole Agreement (which will occur (a) if
Siemens transfers the Series A Preference Shares to an unaffiliated third party
or (b) if Siemens has not delivered a "Second Make-Whole Notice" by the later
of (x) July 31, 1998 or (y) 45 days after one of the triggering events
described in the Make Whole Agreement).
STOCKHOLDERS AGREEMENT. The Stockholders Agreement provides, among
other things, that:
(i) Except to the extent Siemens is entitled to appoint a
board representative pursuant to the Certificate of Designations, Siemens or
its affiliates that hold Series A Preference Shares or Common Stock (the
"Siemens Holders") will have the right to designate a person for election to
the Company's Board of Directors, and certain stockholders (who represented
<PAGE>
that, at the date of the Stockholders Agreement, they held an aggregate of
18,060,600 shares of Common Stock) (the "Breed Holders") will vote in favor of
such election.
(ii) The affirmative vote of Siemens' representative on the
Company's Board of Directors (whether appointed pursuant to the Stockholders
Agreement or the Certificate of Designations) will be required to approve any
of the following actions by the Company or any subsidiary 50% or more owned by
the Company:
(a) the conduct or operation (other than (i) through the
Joint Venture, (ii) through Hamlin Incorporated or VTI Hamlin OY,
except with respect to the design, manufacture and marketing of full
electronic crash sensors and (iii) through Artistic Analytical
Methods, Inc. in the conduct of its existing business) of any
business comprising in whole or in part the development, selling,
design, manufacturing or marketing of electronic components in the
field of automotive safety restraint systems;
(b) discontinuation of any material line of business in which
the Company was engaged in on October 14, 1997 and which is material
to the operations of the Joint Venture; and
(c) use of the Siemens and any other trade names, marks or
other similar intellectual property rights of Siemens, except only
to the extent specifically permitted in the definitive documentation
to be entered into in the future with respect to the Joint Venture.
(iii) Subject to certain limited exceptions, transfers of
beneficial ownership of Common Stock by the Siemens Holders within three years
after the date of the Stockholders Agreement will be subject to a right of
first refusal in favor of the Company and the Breed Holders; transfers of
beneficial ownership of Common Stock by the Breed Holders within three years
after the date of the Stockholders Agreement will be subject to a right of
first refusal in favor of the Siemens Holders; and issuances or sales of Common
Stock by the Company within five years after the date of the Stockholders
Agreement will be subject to a right of first refusal in favor of the Siemens
Holders.
REGISTRATION RIGHTS AGREEMENT. Siemens has the right to require, on
up to three occasions, that the Company file a registration statement under the
Securities Act of 1933 with respect to the Common Stock beneficially owned by
Siemens or its successors in interest and to use its best efforts to cause the
registration statement to be declared effective.
MAKE-WHOLE AGREEMENT. The Make-Whole Agreement provides that, upon
the occurrence of certain "triggering events" (which generally would reflect a
failure to consummate the Joint Venture), Siemens may give a notice to the
Company requiring the Company to elect either (i) to repurchase the Series A
Preference Shares (or the shares of Common Stock into which they have been
converted) for a price (the "Make-Whole Price") equal to $115,000,000 plus
$15,753 for each day elapsed between December 15, 1997 and the date of purchase
or (ii) to issue additional shares of Common Stock to Siemens in an amount
sufficient to permit Siemens to realize, based on a formula price, net proceeds
equal to the Make-Whole Price.
MOU. The MOU contemplates that, not later than December 15, 1997,
Siemens and the Company will enter into definitive agreements for the formation
of the Joint Venture. Consummation of the Joint Venture will be subject to a
number of conditions, including receipt of certain governmental approvals and
<PAGE>
clearances. Subject to certain limited exceptions, the MOU is not legally
binding on the parties to it.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Stockholders Agreement, dated as of October 30, 1997, by and among Breed
Technologies, Inc., Siemens Aktiengesellschaft and the stockholders named
therein.
7.2 Registration Rights Agreement, dated as of October 30, 1997, by and
between Breed Technologies, Inc. and Siemens Aktiengesellschaft.
7.3 Make-Whole Agreement, dated as of October 30, 1997, by and between Breed
Technologies, Inc. and Siemens Aktiengesellschaft.
7.4 Memorandum of Understanding, dated October 14, 1997, by and between Breed
Technologies, Inc. and Siemens Aktiengesellschaft.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: November 7, 1997
SIEMENS AKTIENGESELLSCHAFT
By:/S/ BERND HAGER
Bernd Hager
Vice President Finance AT SE SC
By:/S/ WOLFGANG M<u">LLER-HUSCHKE
Wolfgang M<u">ller-Huschke
Corporate Counsel
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
SIEMENS
Set forth in the table below are the name and the present principal
occupations or employment and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each of the executive officers and members of the managing board
of Siemens. Each person identified below is employed by Siemens. Directors
are identified by an asterisk. All persons identified below are citizens of
the Federal Republic of Germany.
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION BUSINESS ADDRESS
OR EMPLOYMENT
<S> <C> <C>
Dr. Heinrich v. Pierer Member, Chairman, President and CEO Wittelsbacherplatz 2
80333 Munich
Federal Republic of Germany
Dr. Karl-Hermann Baumann Member, Head of Corporate Finance Wittelsbacherplatz 2
80333 Munich
Federal Republic of Germany
Adolf H<u">ttl Member, Head of Power Generation Freyeslebenstrasse 1
Group 91058 Erlangen
Federal Republic of Germany
Dr. Volker Jung Member Wittelsbacherplatz 2
80333 Munich
Federal Republic of Germany
Dr. Edward G. Krubasik Member Werner-von-Siemens-Str. 50
91052 Erlangen
Federal Republic of Germany
Dr. Horst Langer Member Werner-von-Siemens-Str. 50
91052 Erlangen
Federal Republic of Germany
Werner Maly Member, Head of Human Resources Wittelsbacherplatz 2
Department 80333 Munich
Federal Republic of Germany
Dr. Wolfram O. Martinsen Member, Head of Transport Division Elsenstrasse 87-96
Group 12435 Berlin
Federal Republic of Germany
Peter Pribilla Member Wittelsbacherplatz 2
80333 Munich
Federal Republic of Germany
<PAGE>
J<u">rgen Radomski Member Werner-von-Siemens-Str. 50
91052 Erlangen
Federal Republic of Germany
Prof. Clause Weyrich Member, Head of Technology Otto-Hahn-Ring 6
Department 81739 Munich
Federal Republic of Germany
Dr. G<u">nther Wilhelm Member Freyeslebenstrasse 1
91058 Erlangen
Federal Republic of Germany
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
7.1 Stockholders Agreement, dated as of October 30, 1997, by and among
Breed Technologies, Inc., Siemens Aktiengesellschaft and the
stockholders named therein.
7.2 Registration Rights Agreement, dated as of October 30, 1997, by and
between Breed Technologies, Inc. and Siemens Aktiengesellschaft.
7.3 Make-Whole Agreement, dated as of October 30, 1997, by and between
Breed Technologies, Inc. and Siemens Aktiengesellschaft.
7.4 Memorandum of Understanding, dated October 14, 1997, by and between
Breed Technologies, Inc. and Siemens Aktiengesellschaft.
</TABLE>
<PAGE>
