SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 - K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULES 13a- 16 OR 15d- 16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated May 2, 2002
Commission file number: 2-20193
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Exact name of Registrant as specified in its charter)
THE NETHERLANDS
(Jurisdiction of incorporation or organization)
BREITNER CENTER, AMSTELPLEIN 2, 1096 BC AMSTERDAM, THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F of Form 40-F.
Form 20-F |X| Form 40-F
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Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No |X|
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The following document is furnished herewith and made part of this Report
pursuant to the General Instructions to Form 6-K.
EXHIBIT
Description of the Articles of Association of Koninklijke Philips Electronics
N.V.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 6-K and that it has duly caused and authorized the undersigned to sign
this Report on its behalf.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Registrant)
By: /s/ G.J. Kleisterlee By: /s/ J.H.M. Hommen
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G.J. Kleisterlee J.H.M. Hommen
(President, Chairman of the Board of (Vice-Chairman
Management and the Group Management of the Board of
Committee) Management, Member of the
General Management Committee
and Chief Financial Officer)
Dated: May 2, 2002
ARTICLES OF ASSOCIATION
The following summarizes certain provisions of Philips' articles of association
and the applicable laws of the Netherlands. This description is only a summary,
does not purport to be complete and is qualified in its entirety by reference to
the Philips' articles of association and the laws of the Netherlands. Investors
can read and copy the articles of association at the SEC's public reference room
located at 450 Fifth Street, NW, Washington, D.C. 20549.
CORPORATE PURPOSE
Philips is incorporated under the name Koninklijke Philips Electronics N.V.
Philips' statutory seat is Eindhoven, the Netherlands. Philips' articles of
association provide that its objects are to establish, participate in,
administer and finance legal entities, companies and other legal forms for the
purpose of manufacture and trading of electrical, electronic, mechanical or
chemical products, the development and exploitation of technical and other
expertise, including software, or for the purpose of other activities, and to do
everything in connection therewith, as may be conducive to the proper continuity
of the business, in the Netherlands and abroad, carried on by Philips and the
companies in which it directly or indirectly participates.
BOARD OF MANAGEMENT AND SUPERVISORY BOARD
The articles of association provide that Philips is managed by a Board of
Management, under the supervision of a Supervisory Board.
The Chairman of the Board of Management is President of the Company and the
other members of the Board of Management are Executive Vice-Presidents of
Philips. The Board of Management must consist of at least three members, each of
whom are elected for an indefinite period by the General Meeting of
Shareholders. There are currently four members of the Board of Management. The
number of members of the Board of Management is determined by a Meeting of
Priority Shareholders in consultation with the Supervisory Board. The priority
shares are controlled by a foundation, the members of which are certain members
of the Supervisory Board and the President.
The members of the Supervisory Board are appointed and may be removed by
the General Meeting of Shareholders but the Supervisory Board must consist of at
least five members; six members currently comprise the Supervisory Board.
Members of the Supervisory Board are appointed for a term of four years. After
having held office for the first period of four years, members of the
Supervisory Board are eligible for reelection only twice. Nevertheless, in
specific cases the Supervisory Board and the Meeting of Priority Shareholders
may resolve to deviate from this provision of the articles of association by
proposing a person for an additional term. The Supervisory Board may establish a
rotation schedule, which schedule is currently in effect. If a member of the
Supervisory Board reaches the age of 72 in any financial year, he or she may be
required to retire at the end of the General Meeting of Shareholders held in
that financial year.
The Supervisory Board is responsible for supervising the policies pursued
by the Board of Management and the general course of affairs of the group of
companies of which Philips is a part. Under Philips' Rules of Procedure, members
of the Supervisory Board must abstain from voting on matters where they have an
actual or potential conflict of interest.
Members of the Board of Management may be suspended by the Supervisory
Board and suspended and dismissed by the General Meeting of Shareholders. Upon a
proposal made by the Supervisory Board, the General Meeting of Shareholders
determines the annual remuneration of the members of the Supervisory Board. In
addition, the Supervisory Board itself may grant additional remuneration to the
Chairman or to members of the Supervisory Board who, pursuant to a resolution of
the
Supervisory Board, have been designated to perform certain functions or
activities of the Supervisory Board.
DIVIDEND RIGHTS
From the profit shown in the annual accounts adopted by the general meeting
of shareholders, the preference shares, if issued, are entitled to a percentage
equal to the average value on each individual day during the financial year for
which the distribution is made of the rate of the Main Refinancing Operation as
determined and published from time to time by the European Central Bank, plus
two percent. Currently, no preference shares are outstanding. From the profit
that thereafter remains after accounting for any reserve provided by the Board
of Management and approved by the Supervisory Board, EUR 20 will be distributed
on every priority share. Finally, the profit that remains after these
distributions is at the disposal of the General Meeting of Shareholders, which
is empowered to withhold or make a distribution in whole or in part to holders
of common shares proportionate to their holdings thereof.
In addition, at its own discretion and having regard to the statutory
provisions relating thereto, the Board of Management, with the prior approval of
the Supervisory Board and of the priority shareholders, may distribute from the
profits for the current financial year one or more interim dividends on the
shares before the annual accounts for any financial year have been approved and
adopted at a General Meeting of Shareholders.
Upon the proposal of the Board of Management, and with the prior approval
of the Supervisory Board and of the priority shareholders, the General Meeting
of Shareholders is entitled to make distributions to priority, preference and
common shareholders by issuing common shares.
If cash distributions are not claimed five years from the date upon which
they are made available they will be forfeited. Distributions paid in shares and
not claimed within a period determined by the Board of Managers will be sold and
the proceeds held for the benefit of the persons who were entitled to the shares
but failed to claim them. Five years after the date on which the distribution in
shares was made, any claim to such proceeds will be forfeited.
VOTING RIGHTS
Unless otherwise specifically provided by the articles of association,
resolutions will be adopted by absolute majority of votes. Each common share and
each preference share is entitled to one vote and each priority share is
entitled to two thousand five hundred votes. At December 31, 2001 there were
1,274 million common shares, 10 priority shares and no preference shares
outstanding.
SHAREHOLDER RIGHTS UPON LIQUIDATION
If Philips is dissolved, the liquidation and apportionment would be
effected by the Board of Management in compliance with the relevant provisions
of the articles of association and the laws of the Netherlands. From the balance
of the liquidation, a distribution would first be made on every preference share
to the amount payable thereon, then on every priority share to the nominal
amount thereof, and the residue thereafter would be distributed on the common
shares.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
In order to change the rights of the shareholders, the Articles of
Association would require amendment, which can only occur if:
o the consent of the Supervisory Board and of the Meeting of Priority
Shareholders has been or will be obtained;
o three fourths of votes cast at a meeting at which more than half of
the issued ordinary share capital is represented consent, though if
more than half of the issued ordinary share capital is not present
at the first meeting, a further meeting would be required within four
weeks of the first meeting, at which, irrespective of the ordinary
share capital represented, the resolution can be adopted by at least
three-fourth of the votes cast.
o where a resolution to amend the articles of association is submitted
by the Board of Management, an ordinary meeting of shareholders may
resolve by simple majority of votes to amend the articles of
association or to dissolve Philips, without more than half of the
issued capital having to be represented.
GENERAL MEETINGS OF SHAREHOLDERS
Ordinary general meetings of shareholders must be held each year not later
than June 30 in Eindhoven, Amsterdam, The Hague or Rotterdam. Notice of any
ordinary general meeting must be provided no less than fifteen days prior to the
meeting. Registered shareholders are provided with a letter notifying them of
the meeting and meeting information is published in at least one national Dutch
newspaper and, at the Board of Management's election, in one or more foreign
newspapers.
Extraordinary general meetings of shareholders are held as often as deemed
necessary by the Supervisory Board or the Board of Management, and must be held
if the Meeting of Priority Shareholders or one or more shareholders jointly
representing at least one-tenth of the issued share capital make a written
request for such meeting to the Supervisory Board and the Board of Management,
specifying in detail the business to be dealt with.
If the Board of Management fails to comply with a request for an
extraordinary general meeting in such a manner that the extraordinary general
meeting of shareholders can be held within six weeks after the request, the
persons making the request may be authorized by the President of the District
Court at Hertogenbosch to convene the meeting themselves.
All shareholders are entitled to attend the General Meeting of
Shareholders, to address the meeting and to vote.
LIMITATIONS ON VOTING AND HOLDING SHARES
There are no limitations imposed by Dutch law or Philips' articles of
association on the right of non-residents or foreign persons to hold or vote our
shares, other than limitations that would apply to all shareholders.
The Stichting Preferente Aandelen Philips (the "Foundation") has been
granted the right to acquire preference shares in the Company. The object of the
Foundation is to represent the interests of Philips, the enterprises maintained
by Philips and its affiliated companies within the Philips Group, such that the
interests of Philips, 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 Philips and those enterprises, and also
to do anything related to the above ends or conducive to them. The mere
notification that this Foundation wishes to exercise its rights, should a third
party ever seem likely to gain a controlling interest in Philips, will result in
the preference shares being effectively issued. The Foundation may exercise this
right for as many preference shares as there are ordinary shares in the Company
outstanding at that time. The exercise of the right to acquire preference shares
would dilute the voting power of a third party which would impair their ability
to gain control of Philips.
DISCLOSURE OF HOLDINGS
Under the Dutch Act of Disclosure of Holdings in Listed Companies 1996, any
person who directly or indirectly acquires or disposes of an interest in the
capital or the voting rights of Philips is required to give written notice of
such acquisition or disposal if it causes such person's capital or voting
rights to fall within a different percentage range than that prior to such
acquisition or disposal. The percentage ranges are 0-5, 5-10, 10-25, 25-50,
50-66.666 and greater than 66.666. Failure to comply with the provisions of this
Act can result in criminal sanctions and civil penalties including the
suspension of voting rights with respect to an offender's shares.
The 1995 Act on the Supervision of the Securities Trade also requires
shareholders holding (directly or indirectly) a capital interest of more than
25% in a listed company to notify the Securities Board of the Netherlands of any
transactions in which they are directly or indirectly involved. Violation of
these rules can lead to criminal sanctions.
In addition, the Securities Board of the Netherlands can impose
administrative penalties for failure to comply with the Act of Disclosure of
Holdings in Listed Companies 1996 or the 1995 Act on the Supervision of the
Securities Trade.