SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2003
ASML Holding N.V.
De Run 1110
5503 LA Veldhoven
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F _X_ Form 40-F __
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_
If ''Yes'' is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.
333-83266) OF ASML HOLDING N.V.
Exhibit
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99.1 Memorandum and Articles of Association.
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform
Act of 1995: the matters discussed in this document may include
forward-looking statements that are subject to risks and uncertainties
including, but not limited to, economic conditions, product demand and
industry capacity, competitive products and pricing, manufacturing
efficiencies, new product development, ability to enforce patents,
availability of raw materials and critical manufacturing equipment, trade
environment, and other risks indicated in filings with the U.S. Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASML HOLDING N.V. (Registrant)
Date: March 14, 2003 By: /s/ Peter T.F.M. Wennink
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Peter T.F.M. Wennink
Executive Vice President
and Chief Financial Officer
Exhibit 99.1
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Memorandum and Articles of Association
ASML Holding N.V. ("ASML") is registered with the trade register of
the Chamber of Commerce for Oost Brabant in Eindhoven, the Netherlands, under
registration number 17085815. The following discussion summarizes certain
provisions of the Articles of Association of ASML (the "Articles of
Association"), an unofficial English translation of which was filed with the
Commission on Form 8-A/A on June 18, 2002.
Objects
Pursuant to Article 2 of the Articles of Association, the objects of
ASML are to establish, participate in, administer and finance companies and
enterprises engaged in the development, manufacture and sale of products that
are used for the production of semiconductors, including, in particular,
lithographic products and systems, and the development and commercialization
of technical and other know-how relating to the above products and systems,
and to do everything pertaining thereto or connected therewith, including
engaging in industrial, commercial and financial activities, and services in
general, in the broadest sense.
Description of Share Capital; General
The authorized share capital of ASML is divided into 900,000,000
ordinary shares, nominal value EUR 0.02 per share (the "Ordinary Shares"),
900,000,000 cumulative preference shares, nominal value EUR 0.02 per share
(the "Preference Shares"), and 23,100 priority shares, nominal value EUR 0.02
per share (the "Priority Shares"). The Ordinary Shares are held (i) in the
form of registered shares, held through the book entry system maintained by,
and registered in the name of, the Netherlands Centraal Instituut voor Giraal
Effectenverkeer in the Netherlands ("Amsterdam Shares"), (ii) in the form of
registered shares ("New York Shares") issued by Morgan Guaranty Trust Company,
ASML's New York transfer agent and registrar, and (iii) in the form of
registered shares entered in ASML's Veldhoven shareholder register. The
Preference Shares and the Priority Shares are also held in registered form.
The Ordinary Shares outstanding as of the date of this Report are fully paid
and nonassessable. No liability to further capital calls by ASML attaches to
any of the outstanding shares. The Priority Shares are held by the Stichting
Prioriteitsaandelen ASML Holding N.V., a Netherlands foundation with a board
consisting of members of the Board of Management and of the Supervisory Board
of ASML. The approval of the Meeting of Priority Shareholders of ASML is
required for any transfer of Priority Shares.
There are no Preference Shares outstanding as of the date of this
Report. The Preference Shares were established in order to protect the
interests of ASML and its stakeholders, and effectively strengthen the
negotiating position of the Board of Management in the event that a third
party attempts to secure a controlling interest in ASML without the agreement
of the Board of Management. See "-- Preference Shares".
ASML's Articles of Association also provide that ASML is subject to
certain provisions of Netherlands law applicable to large corporations
(structuurregime) that have the effect of concentrating control over
significant corporate decisions and transactions in the hands of ASML's
Supervisory Board, as further described below.
Dividends
Dividends are payable in respect of the Ordinary Shares out of annual
profits shown in the annual report of ASML, as adopted by the Supervisory
Board and approved by the General Meeting of Shareholders of ASML, after
payment of accumulated dividends on any outstanding Preference Shares.
However, subject to statutory provisions, the Board of Management may at its
discretion, with the prior approval of the Supervisory Board and the Meeting
of Priority Shareholders, distribute one or more interim dividends on the
Ordinary Shares before the annual accounts for any financial year have been
approved by the General Meeting of Shareholders. The Board of Management, with
the approval of the Supervisory Board, may decide that all or part of ASML's
profits should be retained and not be made available for distribution to
shareholders, except for dividends on the Preference Shares. Those profits
that are not retained may be distributed to shareholders pursuant to a
shareholders' resolution, provided that the distribution does not reduce
shareholders' equity below the issued share capital plus the amount of
reserves required by Netherlands law. Existing reserves that are distributable
in accordance with Netherlands law may be made available to the General
Meeting of Shareholders for distribution upon a proposal by the Board of
Management that has been approved by both the Supervisory Board and the
Meeting of Priority Shareholders.
Cash distributions, if any, will be declared in euro. Amounts payable
to holders of New York Shares will be payable by a dividend disbursing agent
in U.S. dollars, converted by ASML at the rate of exchange on Euronext
Amsterdam N.V. ("Euronext Amsterdam") at the close of business on the date
fixed for that purpose by the Board of Management, and in accordance with the
Articles of Association. Amounts payable to holders of Ordinary Shares, other
than New York Shares, will be payable by ASML in euro. The right to receive
cash dividends and distributions shall lapse if such dividends or
distributions are not claimed within five years following the day after the
date on which they were made available.
Dividends payable on any outstanding Preference Shares will be equal
to an amount determined by multiplying the amount paid in respect of such
shares by a rate that is two hundred basis points above the average, for the
financial year to which the dividend relates, of the EURIBOR rate for cash
loans with a duration of twelve months.
ASML currently intends to retain any future earnings for its business
and does not anticipate paying any cash dividends in the foreseeable future.
Voting Rights
General Meetings of Shareholders. General Meetings of Shareholders
(including holders of Ordinary Shares, Preference Shares and Priority Shares)
will be held at least once a year, not later than six months after the end of
the fiscal year, in Veldhoven, Eindhoven, Amsterdam or The Hague. ASML will
mail notices to the holders of New York Shares at least 15 days prior to the
annual meeting and will publish a notice convening a general meeting in at
least one national newspaper in the Netherlands and, as long as the Ordinary
Shares are listed on the Official Segment of the stock market of Euronext
Amsterdam, in the official publication of Euronext Amsterdam. In these
notices, ASML will, if applicable, include details regarding the procedures to
be followed by shareholders in order to notify ASML in writing of their
intention to attend the meeting. ASML does not solicit from, or nominate
proxies for, its shareholders and is exempt from the Securities and Exchange
Commission's proxy rules under the Securities Exchange Act of 1934. However,
shareholders and other persons entitled to attend General Meetings of
Shareholders may be represented by proxies with written authority. See "--
Share Certificates and Transfer".
Extraordinary General Meetings of Shareholders may be held as often
as deemed necessary by the Supervisory Board or Board of Management and must
be held if the Meeting of Priority Shareholders or one or more holders of
Ordinary Shares or Preference Shares or other persons entitled to attend a
General Meeting of Shareholders jointly representing at least 10% of the
issued share capital make a written request to that effect to the Supervisory
Board and the Board of Management specifying in detail the matters to be
considered.
Resolutions are adopted 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. Each Ordinary
Share, Preference Share and Priority Share has the right to one vote.
Amendment of Articles of Association and Winding Up of ASML. Pursuant
to the Articles of Association, resolutions to amend the Articles of
Association (including the amendment of shareholders rights) or to wind up
ASML, if proposed by the Board of Management, must be approved by a majority
of the votes cast at a General Meeting of Shareholders and, if 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 thereafter, at which meeting there are no quorum
requirements. All such resolutions must in either case be approved by the
Supervisory Board and by a three-fourths' majority of the votes cast in a
Meeting of Priority Shareholders at which more than half of the issued
Priority Shares are represented, or if the requisite Priority Shares are not
represented by a three-fourths' majority of the votes cast at a new meeting
held within four weeks thereafter, at which meeting there are no quorum
requirements. The above requirements applicable to the amendment of the
Articles of Association, as set forth in the Articles of Association, are more
significant than the minimum approval requirements under Netherlands law
(which requires approval by the General Meeting of Shareholders in addition to
the approval of the Supervisory Board of a proposal from the Board of
Management to amend the Articles of Association).
Appointment of Supervisory Board and Board of Management
The Supervisory Board appoints its own members. Non-binding
recommendations for appointment to the Supervisory Board may be made by each
of the General Meeting of Shareholders, the Works Council and the Board of
Management. In addition, the General Meeting of Shareholders and the Works
Council may object (on grounds limited by Netherlands law) to a proposed
appointment by the Supervisory Board. Notwithstanding an objection by the
General Meeting of Shareholders or the Works Council, an appointment may be
made as intended if, on the application of the Supervisory Board, the
Enterprise Chamber of the Amsterdam Court of Appeals declares in a final
ruling that the objection was unfounded.
The term of office of each member of the Supervisory Board will
expire no later than the earlier of the first General Meeting of Shareholders
after the fourth anniversary of his or her appointment and the General Meeting
of Shareholders held in the year in which he attains the age of 72.
Members of the Board of Management of ASML are appointed by the
Supervisory Board. The Supervisory Board shall notify the General Meeting of
Shareholders of intended appointments to the Board of Management.
If a member of the Board of Management, acting in a personal
capacity, enters into an agreement with ASML or conducts any litigation
against ASML, ASML will be represented in that matter by another member of the
Board of Management or by a member of the Supervisory Board designated for
that purpose by the Supervisory Board, unless the General Meeting of
Shareholders designates a person for that purpose (which may be the person
with respect to whom the conflict of interests exists), except as may be
otherwise provided by Netherlands law. If a member of the Board of Management
has a conflict of interests with ASML other than as described above, such
member may, like the other members of the Board of Management, represent ASML.
As a general matter, other than in certain limited circumstances provided for
in the Articles of Association, members of the Supervisory Board will not
represent ASML. Other than as described above, the Articles of Association do
not contain any limitations on the right of members of the Supervisory Board
or the Board of Management to vote on matters where a conflict of interests
may exist.
The Supervisory Board determines the remuneration and other terms of
employment of the members of the Board of Management on the basis of
recommendations made thereto by the Remuneration Committee of the Supervisory
Board. The General Meeting of Shareholders determines the remuneration of the
members of the Supervisory Board on the basis of a proposal thereto submitted
to the General Meeting of Shareholders by the Supervisory Board. The
remuneration of the members of the Supervisory Board consists of a fixed
annual amount. The Supervisory Board may grant additional remuneration to its
Chairman or to other members whom the Supervisory Board may have charged with
additional Supervisory Board responsibilities. Members of the Supervisory
Board and the Board of Management do not need to hold any shares in ASML's
share capital in order to qualify as a director.
Adoption of Annual Accounts
As provided by Netherlands law and by ASML's Articles of Association,
the Board of Management will submit ASML's annual Netherlands statutory
accounts, together with a certificate of the auditor in respect thereof, to
the Supervisory Board for adoption.
Liquidation Rights
In the event of the dissolution and liquidation of ASML, the assets
remaining after payment of all debts and liquidation expenses are first to be
distributed to the holders of Preference Shares to the extent of any
accumulated and unpaid dividends plus the consideration paid upon issuance of
the Preference Shares and second to holders of Priority Shares to the extent
of the nominal amount of the Priority Shares. Remaining amounts thereafter
will be distributed to holders of Ordinary Shares.
Issues of Ordinary Shares; Preemptive Rights
The Board of Management has the power to issue Ordinary Shares and
Preference Shares if and insofar as the Board of Management has been
authorized to do so by the General Meeting of Shareholders (whether by means
of an authorizing resolution or by an amendment to ASML's Articles of
Association). The Board of Management requires the approval, however, of the
Supervisory Board and the Meeting of Priority Shareholders for such an issue.
An authorization of the Board of Management to issue Ordinary Shares or
Preference Shares may be effective for a specified period of up to five years
and may be renewed. In the absence of such authorization, the General Meeting
of Shareholders has the power to authorize the issuance of Ordinary Shares or
Preference Shares, upon the proposal of the Board of Management, which
proposal must be authorized by the Supervisory Board and by the Meeting of
Priority Shareholders.
Holders of Ordinary Shares have a pro rata preemptive right of
subscription to any issuance of Ordinary Shares for cash, which right may be
limited or eliminated. Such shareholders have no pro rata preemptive
subscription right with respect to any Ordinary Shares issued for
consideration other than cash or in the case of Ordinary Shares issued to
employees. If authorized for this purpose by the General Meeting of
Shareholders (whether by means of an authorizing resolution or by an amendment
to the Articles of Association), the Board of Management has the power, on
approval by the Supervisory Board and the Meeting of Priority Shareholders, to
limit or eliminate the preemptive rights of holders of Ordinary Shares. An
authorization to limit or eliminate preemptive rights may be effective for up
to five years and may be renewed. In the absence of such designation, the
General Meeting of Shareholders has the power to limit or eliminate such
preemptive 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
right of U.S. shareholders to subscribe for Ordinary Shares pursuant to
preemptive rights may, under certain circumstances (such as where ASML is
unable to comply, or elects not to comply, with the registration requirements
of the U.S. federal securities laws with respect to the Ordinary Shares
underlying such preemptive rights), be limited to the right to receive the
approximate market value (if any) of such rights in cash. Any such receipt of
cash could be taxable to such U.S. shareholders.
The foregoing provisions apply equally to the issuances of rights to
subscribe for Ordinary Shares.
Repurchase and Cancellation of Ordinary Shares
ASML may repurchase Ordinary Shares at any time, subject to
compliance with certain requirements under Netherlands law (and provided the
aggregate nominal value of the Ordinary Shares held by ASML or a subsidiary at
any one time amounts to no more than one-tenth of ASML's issued share
capital). Ordinary Shares owned by ASML may not be voted or counted for quorum
purposes. Any such purchases are subject to the approval of the Supervisory
Board and the authorization (whether by means of an authorizing resolution or
by an amendment to ASML's Articles of Association) of shareholders at the
General Meeting of Shareholders of ASML, which authorization may not be for
more than 18 months. Ordinary shares held by ASML may be resold.
Upon the proposal of the Board of Management, with approval of the
Supervisory Board and the meeting of Priority Shareholders, the General
Meeting of Shareholders may resolve to cancel Ordinary Shares repurchased by
ASML. Any such proposal is subject to general requirements of Netherlands law
with respect to reduction of capital.
Limitations on Right to Hold or Vote the Ordinary Shares
There are no limitations imposed by Netherlands law or by the
Articles of Association on the right of non-resident owners to hold or vote
the Ordinary Shares.
Preference Shares
The Preference Share option has been granted to the Preference Share
Foundation, which has been established in accordance with Netherlands law and
Euronext Amsterdam rules and has as its object "the protection of the
interests of ASML and the enterprises maintained by it in such a way that the
interests of ASML and those enterprises and of all concerned are protected as
well as possible, and to minimize influences which, in conflict with these
interests, could affect the independence and identity of ASML and those
enterprises, as well as everything which is connected with or could be
conducive to the above". For this purpose, the term "enterprise" includes each
of ASML's subsidiaries. The Board of Directors of the Preference Share
Foundation is independent of ASML and is composed of three voting members
drawn from the Netherlands business and academic communities, as well as the
Chairman of the Supervisory Board, who is a non-voting member.
The Preference Share option gives the Preference Share Foundation the
right to acquire a number of Preference Shares equal to the number of Ordinary
Shares outstanding at the time of exercise of the Preference Share option for
a subscription price equal to their nominal value of EUR 0.02 per share. Only
one-fourth of this subscription price is payable at the time of initial
issuance of the Preference Shares (the remainder would be due only when called
by ASML). The Preference Shares may be cancelled and repaid by ASML upon the
authorization by the General Meeting of Shareholders of a proposal to do so by
the Board of Management that receives the prior approval of the Supervisory
Board and of the Meeting of Priority Shareholders.
Exercise of the Preference Share option would effectively dilute the
voting power of the Ordinary Shares then outstanding by one-half. The
practical effect of any such exercise would be to prevent attempts by
third-parties to acquire control of ASML, even at a price that represents a
substantial premium to the then current market price of the Ordinary Shares.
Share Certificates and Transfer
The Ordinary Shares may be issued in registered form as Amsterdam
Shares or New York Shares, as the holder may elect. Amsterdam Shares are
represented in the form of an entry in the share register without the issuance
of a share certificate. Amsterdam Shares may be transferred through the book
entry system maintained by Euroclear Netherlands by means of executing an
instrument of transfer. The New York Shares are registered with the New York
transfer agent and registrar, Morgan Guaranty Trust Company of New York, 60
Wall Street, New York, New York 10260, and are represented by certificates
printed in the English language in any denomination, but not for more than
100,000 shares. Amsterdam Shares are traded on the Official Segment of the
stock market of Euronext Amsterdam under the symbol "ASML". New York Shares
are traded on Nasdaq under the symbol "ASML".
Amsterdam Shares may be converted into New York Shares and vice
versa. Upon request to ABN AMRO Bank N.V., the Netherlands exchange agent (the
"CF Agent"), that Amsterdam Shares be exchanged for New York Shares, the CF
Agent will ensure that the share register is amended accordingly and will
instruct the New York Transfer Agent and Registrar to issue New York Shares
and to deliver the corresponding certificates. Similarly, on presentation to
the New York Transfer Agent and Registrar of New York Shares for cancellation
and accompanied by an appropriate request, the New York Transfer Agent and
Registrar will instruct the CF Agent in the Netherlands to ensure that the
share register is amended accordingly and that the shares are brought into the
book entry system. Certificates for New York Shares may be exchanged at the
office of the New York Transfer Agent and Registrar for certificates of other
authorized denominations.
A fee of $0.05 per share is charged to shareholders for the exchange
of Amsterdam Shares for New York Shares (and for the reverse).
The Amsterdam Shares have been accepted for clearance through
Euroclear and Clearstream, Luxembourg (Common Code 5607493 and ISIN
NL0000334332). The Fonds Code on Euronext Amsterdam is 33433.