As filed with the Securities and Exchange Commission on May 28, 2003.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
ASML Holding N.V.
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands Not Applicable
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization)
Identification No.)
De Run 1110
5503 LA Veldhoven
The Netherlands
Tel: 31-40-230-3000
(Address of Principal Executive Offices)
_______________________________________
ASML New Hires and Incentive Stock Option Plan (Version 2002)
ASML Stock Option for Performance Appraisal Plan (Version 2002)
ASML Stock Option Plan (Version 2003)
(Full Title of the Plan)
ASML US, Inc.
8555 South River Parkway
Tempe, Arizona 85284
(Name and Address of Agent For Service)
480 383 4422
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Richard A. Ely, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Canada Square
Canary Wharf, London E14 5DS
United Kingdom
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered (1) Price per Share (2) Offering Price Registration Fee
----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
ordinary shares, nominal 2,491,056 $17.93 $44,664,634.08 $3,613.37
value EUR 0.02 per share
----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
ordinary shares, nominal 472,303 $15.10 $7,131,775.30 $576.96
value EUR 0.02 per share
----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
ordinary shares, nominal 3,760,000 $ 8.20 $30,832,000 $2,494.31
value EUR 0.02 per share
----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
Total 6,723,359 - $82,628,409.38 $6,684.64 (3)
----------------------------- ----------------- --------------------------- ---------------------------- --------------------------
(1) This Registration Statement shall also cover any additional ordinary
shares, nominal value Euro 0.02 per share (the "Ordinary Shares") of ASML
Holding N.V. which become issuable under the ASML New Hires and Incentive
Stock Option Plan (Version 2002), ASML Stock Option for Performance
Appraisal Plan (Version 2002) and the ASML Stock Option Plan (Version
2003) (collectively, the "Plans") by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding Ordinary Shares of ASML Holding N.V.
(2) Estimated for the purpose of computing the registration fee. Pursuant to
Rule 457(h) under the Securities Act of 1933 (the "Securities Act"), with
respect to 2,963,359 Ordinary Shares issuable under outstanding options
granted pursuant to the ASML New Hires and Incentive Stock Option Plan
(Version 2002) and the ASML Stock Option for Performance Appraisal Plan
(Version 2002), the Proposed Maximum Aggregate Offering Price is based on
the prices at which the options may be exercised. Pursuant to Rule 457(c)
and Rule 457(h) under the Securities Act, with respect to 3,760,000
Ordinary Shares issuable pursuant to future grants of options under the
ASML Stock Option Plan (Version 2003), as to which the offering price is
not known, the Proposed Maximum Aggregate Offering Price was determined
based on the average of the high and low selling prices per Ordinary
Share on May 21, 2003, as reported by the Nasdaq National Market.
(3) In accordance with Rule 457(p), the registration fee of $6,684.64 has
been entirely offset by $6,684.64 of the $134,260 fee paid in connection
with the registration statement on Form F-3 filed by the Registrant on
May 15, 2000 (File No. 333-11954), which registration statement was
withdrawn on December 4, 2001 pursuant to Rule 477 of the Securities Act,
of which $52,361 was applied to offset the filing fee applicable to the
Form F-3 filed by the Registrant on February 20, 2002 (File No.
333-83266).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
As permitted by Rule 428 under the Securities Act of 1933, 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 plan 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.
Item 2. Registrant Information and Employee Plan Annual Information
Omitted pursuant to the provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by ASML Holding N.V. (the "Registrant") pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:
(a) the Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2002;
(b) the Registrant's Reports of a Foreign Private Issuer on Form 6-K filed
March 26, 2003, April 16, 2003, and May 9, 2003; and
(c) the description of the Ordinary Shares, contained in the Registrant's
Report of a Foreign Private Issuer on Form 6-K filed with the Commission on
March 14, 2003.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, and, to the extent designated therein, certain reports on Form 6-K we
submit to the Commission after the date hereof, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon by
the General Counsel of the Registrant, who holds stock options under the
Plans and who participates in other stock option plans of the Registrant.
Item 6. Indemnification of Directors and Officers.
The articles of association of the Registrant contain no provision
under which any member of the supervisory board or board of management or
officers is indemnified in any manner against any liability which he or she
may incur in his or her capacity as such. However, the Registrant's articles
of association provide that at each ordinary annual general meeting of
shareholders, the shareholders may discharge the supervisory board and the
board of management from liability for the performance of their respective
duties in the preceding financial year. Under Netherlands' law, this discharge
is not absolute and would not be effective as to any matter not disclosed in
the annual accounts of the Registrant and the report to the board of
management, as presented to or adopted by the general meeting of shareholders.
Members of the board of management, the supervisory board and certain
officers of the Registrant 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.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 English Translation of the Articles of Association
of the Registrant (incorporated by reference to
Exhibit 1.1 to Amendment No. 6 to the Registrant's
Registration Statement on Form 8-A filed with the
Commission on June 18, 2002)
4.2 Specimen Certificate for New York Shares
(incorporated by reference to Exhibit 1.1 to
Amendment No. 4 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on
June 6, 2000)
4.3 ASML New Hires and Incentive Stock Option Plan
(Version 2002)*
4.4 ASML Stock Option for Performance Appraisal Plan
(Version 2002)*
4.5 ASML Stock Option Plan (Version 2003)*
5.1 Opinion of Robert F. Roelofs regarding the legality
of the securities being registered*
23.1 Consent of Deloitte & Touche*
23.2 Consent of Robert F. Roelofs (included in his
opinion filed as Exhibit 5.1)*
24.1 Power of Attorney (included on the signature page
of this Registration Statement)*
____________________
* Filed herewith
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;
(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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(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 paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment of
this Registration Statement by those paragraphs 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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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 Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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
Securities Act of 1933 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 authorized, in the city of Veldhoven, The Netherlands on this 28th
day of May, 2003.
ASML Holding N.V.
By: /s/ Doug J. Dunn
----------------------------------
Doug J. Dunn
Authorized Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Doug J.
Dunn, Peter T.F.M Wennink and Robert F. Roelofs (with full power to each of
them to act alone), with full power of substitution and resubstitution, to
execute in the name and on behalf of such person any amendment (including any
post-effective amendment) to this Registration Statement (or any other
Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933) and to file
the same, with exhibits thereto, and any other documents in connection
therewith, making such changes in this Registration Statement as the person(s)
so acting deems appropriate, and appoints each of such person, each with full
power of substitution and resubstitution, attorney-in-fact to sign any
amendment (including any post-effective amendment) to this Registration
Statement (or any other Registration Statement for the same offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933) and to file the same with exhibits thereto, and any other documents
in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on May 28, 2003.
Name Title
/s/ Doug J. Dunn President, Chief Executive Officer and
______________________________ Chairman of the Board of Management (Principal
Doug J. Dunn Executive Officer)
/s/ Peter T.F.M. Wennink Executive Vice President and Chief
______________________________ Financial Officer, Member of Board of
Peter T.F.M. Wennink Management (Principal Accounting and Chief
Financial Officer)
/s/ Henk Bodt Chairman of the Supervisory Board
______________________________
Henk Bodt
/s/ Jan A. Dekker Member of the Supervisory Board
______________________________
Jan A. Dekker
/s/ Peter H. Grassmann Member of the Supervisory Board
______________________________
Peter H. Grassmann
/s/ Syb Bergsma Member of the Supervisory Board
______________________________
Syb Bergsma
/s/ J.W.B. Westerburgen Member of the Supervisory Board
______________________________
J.W.B. Westerburgen
/s/ Michael J. Attardo Member of the Supervisory Board
______________________________
Michael J. Attardo
ASML US, INC. Authorized Representative in the
United States
/s/ David P. Chavoustie
_______________________
David P. Chavoustie
Authorized Officer
EXHIBIT INDEX
Exhibit No. Description
4.1 English Translation of the Articles of Association of
the Registrant (incorporated by reference to Exhibit 1.1
to Amendment No. 6 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on June
18, 2002)
4.2 Specimen Certificate for New York Shares (incorporated
by reference to Exhibit 1.1 to Amendment No. 4 to the
Registrant's Registration Statement on Form 8-A filed
with the Commission on June 6, 2000)
4.3 ASML New Hires and Incentive Stock Option Plan (Version
2002)*
4.4 ASML Stock Option for Performance Appraisal Plan
(Version 2002)*
4.5 ASML Stock Option Plan (Version 2003)*
5.1 Opinion of Robert F. Roelofs regarding the legality of
the securities being registered*
23.1 Consent of Deloitte & Touche*
23.2 Consent of Robert F. Roelofs (included in his opinion
filed as Exhibit 5.1)*
24.1 Power of Attorney (included on the signature page of
this Registration Statement)*
____________________
* Filed herewith