SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 10 TO REGISTRATION STATEMENT ON
FORM 8-A (FILE No. 0-25566)
ASML Holding N.V.
(Exact name of Registrant as specified in its Charter)
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The Netherlands
(State of Incorporation or Organization)
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None
(I.R.S. Employer Identification No.) |
De Run 6501, 5504 DR Veldhoven, The Netherlands
(Address of principal executive office)
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If this form relates to the
registration of a class of
securities pursuant to Section 12
(b) of the Exchange Act and is
effective pursuant to General
Instruction A. (c), please check the
following box. þ
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If this form relates to the
registration of a class of
securities pursuant to Section 12
(g) of the Exchange Act and is
effective pursuant to General
Instruction A. (d), please check the
following box. o |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered |
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Ordinary Shares, nominal value Euro 0.02 per
share
(Title of Class)
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Nasdaq Global Select Market
Euronext Amsterdam N.V. |
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are the ordinary shares, nominal value
Euro 0.02 per share (the “Ordinary Shares”), of ASML Holding N.V. (the
“Company”). On March 28, 2007, the Supervisory Board and the General Meeting of
Shareholders of the Company approved amendments to the Company’s articles of
association, primarily to take advantage of Dutch legislation which came into
force on January 1, 2007, permitting the use of electronic communication to facilitate the participation of shareholders at shareholders’
meetings.
The
amendments allow the Board of Management, subject to resolution of any legal and technical issues
related to such usage, to permit the use of electronic
communication, in connection with (i) requests by shareholders to
include items on the agenda of a general meeting (ii) the convening of a
general meeting; (iii) shareholder voting during the period prior to a shareholders’
meeting; and (iv) the ability of shareholders to attend a shareholders’ meeting
“electronically” (i.e., by means of a webcast).
The
amendments also make clear under what circumstances a second
shareholders’ meeting may be called if an absolute majority of the votes cast at the general
meeting of shareholders overrules the nomination of a candidate to the
Supervisory Board but such majority does not represent at least one-third of
the outstanding share capital, a new meeting can be
convened in which meeting the nomination can be overruled by an absolute
majority of the votes cast.
The
amendments also make clear that the agenda for the general meeting of
shareholders shall include such items as one or more shareholders and
others
entitled to attend the meetings, representing at least one-hundredth of the
issued share capital, or representing a value of at least
EUR 50 million, have
requested the Board of Management to include in the agenda at least sixty days
before the day of the meeting rather than at least sixty days before the
“convocation”.
The shareholders approved these amendments to the articles of association on
March 28, 2007. These amendments became effective on
April 12, 2007. An unofficial
English translation of the Amended and Restated Articles of Association, dated
April 19, 2007, is set forth in Exhibit 1.1 hereto.
Item 2. Exhibits
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Unofficial English Translation of the Amended and Restated
Articles of Association, dated April 19, 2007. |
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