sc0028.htm
As filed with the Securities and
Exchange Commission on February 22, 2010
Registration No.
333-_____
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)
Koninklijke Philips Electronics N.V. Nonqualified Stock
Purchase Plan
Royal Philips Electronics Long-Term Incentive Plan (Consisting
of Global Philips
Stock Option Program and Global Philips Restricted Share
Rights Program)
(Full Title
of the Plan)
Pamela
Dunlap
3000
Minuteman Road
Building
1
Andover,
MA 01810
(978)
659-4801
(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
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer,”
“non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)
|
Large accelerated
filer ![](ballotx.jpg) |
Accelerated
filer ![](ballot.jpg)
|
|
Non-accelerated
filer ![](ballot.jpg) |
Smaller reporting
company ![](ballot.jpg) |
CALCULATION OF REGISTRATION FEE
|
Title of Each
Class of Securities to be Registered
|
Amount to be
Registered (2)
|
Proposed
Maximum Offering Price Per Share (3)
|
Proposed
Maximum Aggregate Offering Price (3)
|
Amount of
Registration Fee
|
Common Shares of Koninklijke Philips Electronics N.V., par
value 0.20 Euro per share (1)
|
16,500,000
|
$30.21
|
$498,465,000
|
$35,540.55
|
(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 Koninklijke Philips Electronics N.V.
Nonqualified Stock Purchase Plan. Pursuant to Rule 457(h)(2) no
fee is payable with respect to the registration of these
interests.
|
(2)
|
2,000,000
of the shares are registered to be offered or sold pursuant to the
Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase
Plan and 14,500,000 of the shares are registered to be offered or
sold pursuant to the Royal Philips Electronics Long-Term Incentive
Plan.
|
(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 18, 2010.
|
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY
NOTE
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 Koninklijke Philips Electronics
N.V. Nonqualified Stock Purchase Plan. After giving effect to this filing, an
aggregate of 14,609,460 shares of the registrant’s common stock have been
registered for issuance pursuant to the Koninklijke Philips Electronics N.V.
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, 2009 (File No.
001-05146-01) filed with the Commission on February 22, 2010;
(b) The
Annual Report on Form 11-K of the Koninklijke Philips Electronics N.V.
Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the
Commission on October 29, 2009; and
(c) The
description of our common shares, par value 0.20 euro per share, set forth in
the registration statement on Form S-8 (File No. 333-140784) filed with the
Commission on February 20, 2007.
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
Item
5. Interests of Named Experts and
Counsel
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
Item
8. Exhibits
Exhibit
No.
|
Description
|
|
|
4.1
|
Koninklijke Philips
Electronics N.V. Nonqualified Stock Purchase Plan
|
|
|
4.2
|
Global Philips Stock Option
Program (part of Royal Philips Electronics Long-Term Incentive
Plan)
|
|
|
4.3
|
Global Philips Restricted
Share Rights Program (part of Royal Philips Electronics Long-Term
Incentive Plan)
|
|
|
23.1
|
Consent of KPMG Accountants
NV, an Independent Registered Public Accounting Firm
|
23.2
|
Consent of KPMG LLP, an
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:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);
(ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) 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;
provided, however, that if
the information required to be included in a post-effective amendment by
paragraphs (a)(1)(i) and (ii) above is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement, paragraphs (a)(1)(i) and (ii) shall
not apply;
(2) That,
for the purpose of determining any liability under 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 22, 2010.
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 Pamela Dunlap 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 22, 2010.
Name
|
Title
|
|
|
/s/
G. J.
Kleisterlee
G. J. Kleisterlee
|
President/CEO, Chairman of the Board of Management
|
|
|
/s/
P.J.
Sivignon P.J.
Sivignon
|
Executive
Vice-President, Member of the Board of Management and Chief Financial
Officer
|
|
|
/s/
G. H.
Dutiné G.
H. Dutiné
|
Executive Vice-President, Member of the Board of
Management
|
|
|
/s/
A.
Ragnetti A.
Ragnetti
|
Executive Vice-President, Member of the Board of
Management
|
II-1
Name
|
Title
|
/s/ R.S.
Provoost
R.S.
Provoost
|
Executive
Vice-President, Member of the Board of Management
|
/s/ S.
Rusckowski
S.
Rusckowski
|
Executive
Vice-President, Member of the Board of Management
|
/s/ J.M.
Hessels
J.M.
Hessels
|
Chairman
of the Supervisory Board
|
/s/ Sir
Richard
Greenbury
Sir
Richard Greenbury
|
Member
of the Supervisory Board
|
/s/ H.
Von
Prondzynski
H.
Von Prondzynski
|
Member
of the Supervisory Board
|
/s/ J. M.
Thompson
J.
M. Thompson
|
Member
of the Supervisory Board
|
/s/
C.J.A. van
Lede
C.J.A.
van Lede
|
Member
of the Supervisory Board
|
/s/ E.
Kist
E.
Kist
|
Member
of the Supervisory Board
|
/s/ J.J.
Schiro
J.J.
Schiro
|
Member
of the Supervisory Board
|
/s/ Pamela
Dunlap
Pamela
Dunlap
|
Duly
authorized representative in the
United
States
|
II-2
SIGNATURE OF THE KONINKLIJKE PHILIPS
ELECTRONICS N.V. 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 Andover, State of Massachusetts, on
February 22, 2010.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
NONQUALIFIED STOCK PURCHASE
PLAN
By:
/s/ Pamela
Dunlap
Name:
Pamela Dunlap
Title: Chairman, Stock Purchase Plan Committee
II-3
INDEX
TO EXHIBITS
Exhibit No.
|
Description
|
4.1
|
Koninklijke
Philips Electronics N.V. Nonqualified Stock Purchase Plan
|
4.2
|
Global
Philips Stock Option Program (part of Royal Philips Electronics Long-Term
Incentive Plan)
|
4.3
|
Global
Philips Restricted Share Rights Program (part of Royal Philips Electronics
Long-Term Incentive Plan)
|
23.1
|
Consent
of KPMG Accountants NV, an Independent Registered Public Accounting
Firm
|
23.2
|
Consent
of KPMG LLP, an Independent Registered Public Accounting Firm
|
24
|
Power
of attorney (included on signature page).
|