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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
QUINTON CARDIOLOGY SYSTEMS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
748773 10 8
--------------------------------------------------------------------------------
(CUSIP Number)
BELINDA W. CHEW
PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 21, 2003
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM
ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1746 (03-00)
SCHEDULE 13D/A
---------------------- -----------------------
CUSIP NO. 748773 10 8 PAGE 2 of 19 PAGES
---------------------- -----------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KONINKLIJKE PHILIPS ELECTRONICS N.V.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,168,697
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,168,697
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,697
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO/HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
SCHEDULE 13D/A
---------------------- -----------------------
CUSIP NO. 748773 10 8 PAGE 3 of 19 PAGES
---------------------- -----------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PHILIPS HOLDING USA INC.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,168,697
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,168,697
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,697
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
SCHEDULE 13D/A
---------------------- -----------------------
CUSIP NO. 748773 10 8 PAGE 4 of 19 PAGES
---------------------- -----------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,168,697
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,168,697
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,168,697
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
This Amendment No. 2 amends and restates in its entirety the Schedule
13D/A filed by the Reporting Persons (as defined herein) on November 15, 2002.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
shares of common stock, without par value (the "Shares"), of Quinton Cardiology
Systems, Inc. (formerly QIC Holding Corp.), a California corporation
("Quinton"). The principal executive office of Quinton is located at 3303 Monte
Villa Parkway, Bothell, Washington 98021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Koninklijke Philips Electronics
N.V.("KPENV"), Philips Holding USA Inc. ("PHUSA") and Philips Electronics North
America Corporation ("PENAC" and, collectively with KPENV and PHUSA, the
"Reporting Persons"). PENAC is a wholly owned subsidiary of PHUSA, which, in
turn, is a wholly owned subsidiary of KPENV.
Zymed, Inc., a California corporation ("Zymed"), a wholly owned
subsidiary of PENAC which PENAC acquired in connection with the acquisition by
KPENV of the Healthcare Solutions Group of Agilent Technologies, Inc., a
Delaware corporation ("Agilent"), is or was a non-control member of W.R.
Hambrecht/QIC, LLC, a California limited liability company ("WRH"). Based on
Quinton's Registration Statement on Form S-1 filed on February 22, 2002 (as
amended from time to time, the "Registration Statement"), and the Form 3/A filed
by WRH on May 7, 2002, the Reporting Persons believe that WRH is or was the
beneficial owner of approximately 5,056,215 Shares. In addition, the Reporting
Persons believe that WRH is or was affiliated with or associated with W.R.
Hambrecht + Co., Inc., a Delaware corporation ("H & Co."). Based on a Schedule
13G filed by H & Co. on February 14, 2003 and a Form 4 filed by H & Co. on
February 21, 2003, the Reporting Persons believe that H & Co. is or was the
beneficial owner of approximately 794,931 Shares. Zymed disclaims beneficial
ownership of any and all Shares held by or otherwise beneficially owned by WRH,
H & Co. and their respective affiliates, and this statement shall not be
construed as an admission that Zymed is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934 or for any other purpose, the
beneficial owner of the Shares held by WRH, H & Co. or any such affiliate.
Certain information concerning each director and executive officer of
(i) KPENV is set forth in Schedule I hereto, (ii) PHUSA is set forth in Schedule
II hereto, and (iii) PENAC is set forth in Schedule III hereto and is, in each
case, incorporated herein by reference.
(b) The principal business address of KPENV is Breitner Centre,
Amstelplein 2, 1096 BC Amsterdam, The Netherlands. The principal business
address of PHUSA and PENAC is 1251 Avenue of the Americas, New York, New York
10020.
(c) The primary business of each of the Reporting Persons is the
manufacture and distribution of electronic and electrical products, systems and
equipment, as well as information technology services.
Page 5 of 19 Pages
(d) None of the Reporting Persons or, to the best knowledge and belief
of the Reporting Persons, any of the individuals listed on Schedule I, II or III
has, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge and belief
of the Reporting Persons, any of the individuals listed on Schedule I, II or III
has, during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) KPENV is a company incorporated under the laws of the Netherlands.
PHUSA and PENAC are Delaware corporations.
This Item 2 is qualified in its entirety by reference to Schedules I,
II and III, which are incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Asset Purchase Agreement, dated as of November 17,
2000, between Agilent and KPENV, and the Amendment and Supplemental Agreement,
dated as of August 1, 2001, between Agilent and KPENV, on August 1, 2001, PENAC
acquired 19 shares of Class A Common Stock and 2,330,000 shares of Series A
Preferred Stock of Quinton for $4,000,000, the source of which funds was working
capital. Each share of Series A Preferred Stock was convertible into one share
of Class A Common Stock at the option of the holder, subject to certain
adjustments.
Pursuant to Article III(d)(3)(ff) of the Certificate of Amendment of
Articles of Incorporation of Quinton, dated June 2, 1998 (the "Certificate of
Amendment"), the holders of Series A Preferred Stock were entitled to receive
certificates of adjustment regarding certain anti-dilution adjustments upon the
grant of certain shares of Class A Common Stock or certain options to purchase
shares of Class A Common Stock under Quinton's 1998 Equity Incentive Plan. In
place of these certificates of adjustment, PENAC was granted 287,977 additional,
uncertificated shares of Series A Preferred Stock, recorded on the books of
Quinton as of August 1, 2001.
On April 5, 2002, pursuant to a 2.2-for-1 stock split and a
redesignation of the Class A Common Stock into Shares, the 19 shares of Class A
Common Stock held by PENAC were redesignated into 8 Shares.
As a result of a 2.2-for-1 stock split and conversion of the Series A
Preferred Stock into Shares at the closing of the initial public offering
referred to in the Registration Statement, the 2,617,977 shares of Series A
Preferred Stock held by PENAC were converted into 1,189,989 Shares.
See item 5 for a discussion of transactions by the Reporting Persons in
securities of Quinton in the last 60 days.
None of the persons listed on Schedule I, II or III hereto has
contributed any funds or other consideration towards the purchase of the shares
of Quinton reported in this statement.
Page 6 of 19 Pages
Information about the WRH Group is disclosed in the Registration
Statement and the WRH Group Reports.
ITEM 4. PURPOSE OF THE TRANSACTION.
Pursuant to a Letter Agreement, dated February 19, 2002 (the "Agilent
Letter Agreement"), by and among PENAC, KPENV and Agilent, which is attached as
Exhibit 1 and is incorporated herein by reference, PENAC is a successor in
interest to Hewlett-Packard Company, a Delaware corporation ("HP"), in an
Investors' Rights Agreement, dated as of May 27, 1998 (the "Investors' Rights
Agreement"), among Quinton, WRH and HP, which is attached as Exhibit 2 and is
incorporated herein by reference.
Pursuant to the Investors' Rights Agreement, subject to certain
conditions and limitations set forth therein, WRH and PENAC may require Quinton
to use its best efforts to include their Shares in any registration by Quinton
of its Shares at Quinton's expense. These registration rights are subject to
conditions and limitations including that, if the registration is in connection
with an underwritten public offering, the holder is obligated to participate in
the underwriting and the underwriters have the right to exclude all or limit the
number of the holder's shares included in the registration statement. The
Investors' Rights Agreement also imposes certain restrictions on the transfer of
shares held by WRH and PENAC, and by any successors in interest to them,
including requiring any transferee to agree to be bound by the transfer
restrictions in the Investors' Rights Agreement and requiring either that an
effective registration statement cover the disposition or that Quinton be
notified of the disposition by the transferor and that the transfer not require
registration.
The foregoing discussion is qualified in its entirety by reference to
the Agilent Letter Agreement and the Investors' Rights Agreement.
Other than as set forth herein, none of the Reporting Persons, or to
the best knowledge and belief of the Reporting Persons, any of the individuals
listed on Schedule I, II or III hereto has plans or proposals which relate to or
would result in any of the events described by Items 4(a) through 4(j) of
Schedule 13D. Each Reporting Person expects to evaluate on an ongoing basis
Quinton's financial condition, business operations and prospects, market price
of the Shares, conditions in securities markets generally, general economic and
industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may at any time and from time
to time acquire additional Shares or securities convertible or exchangeable for
Shares; may dispose of Shares; and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of its positions in such Shares. Any such transactions may
be effected at any time and from time to time subject to any applicable
limitations of the Securities Act and the contractual restrictions described
herein. To the knowledge of each Reporting Person, each of the persons listed on
Schedules I, II or III hereto may make the same evaluation and reserves the same
rights.
The Reporting Persons currently intend to sell at least a portion of
the Shares they own, if they can sell Shares at a price they find acceptable.
The Reporting Persons anticipate that such sales will be made in one or more
private placements pursuant to Section 4(2) of the Securities Act of 1933,
and/or Regulation D or Rule 144 thereunder.
Page 7 of 19 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentage interest held by each Reporting Person presented
below is based on the number of Shares reported in Quinton's quarterly report on
Form 10-Q for the quarterly period ended September 30, 2002, filed on November
14, 2002, to be outstanding as of November 8, 2002 (the "Outstanding Shares").
PENAC is the direct beneficial owner of 1,168,697 Shares, representing
approximately 9.75% of the Outstanding Shares.
PHUSA may be deemed to beneficially own 1,168,697 Shares, representing
approximately 9.75% of the Outstanding Shares.
KPENV may be deemed to beneficially own 1,168,697 Shares, representing
approximately 9.75% of the Outstanding Shares.
None of the Reporting Persons or, to the best knowledge and belief of
the Reporting Persons, any of the persons listed on Schedules I, II or III
hereto beneficially owns any Shares other than as set forth herein.
(b) Each Reporting Person has the power to vote or direct the vote and
dispose or direct the disposition of the Shares beneficially owned by such
Reporting Persons as indicated in pages 2 through 4.
(c) On February 20, 2003, PENAC sold 21,300 Shares, at $5.80 per Share,
in a transaction exempt from the registration requirements of the Securities Act
of the 1933 pursuant to Rule 144 thereunder.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or proceeds from the sale of Shares.
(e) Not applicable.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between the Reporting Persons (or their wholly owned subsidiaries), and to the
best knowledge and belief of the Reporting Persons, none of the persons listed
on Schedules I, II or III hereto, and other persons with respect to the Shares
aside from the Investors' Rights Agreement. Pursuant to the Investors' Rights
Agreement, and subject to conditions and limitations, WRH and PENAC may require
Quinton to use its best efforts to include their Shares in any registration by
Quinton of its Shares at Quinton's expense. These registration rights are
subject to conditions and limitations including, if the registration is in
connection with an underwritten public offering, the holder's obligation to
participate in the underwriting and the right of the underwriters to exclude all
or limit the number of shares included in the registration statement. The
Investors' Rights Agreement also imposes restrictions on the transfer of shares
held by WRH and PENAC, and by any successors in interest to them, including
requiring any transferee to agree to be bound by Section 2 of the Investors'
Rights Agreement (which section contains
Page 8 of 19 Pages
the restrictions on transfer) and requiring either that an effective
registration statement cover the disposition or that Quinton be notified of the
disposition by the transferor and that the transfer not require registration.
The foregoing discussion is qualified in its entirety by reference to
the WRH Letter Agreement, the Agilent Letter Agreement, the Investors' Rights
Agreement and the OEM Agreement, each of which is incorporated herein by
reference.
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
----------- -------------------
1. Letter Agreement, dated as of February 19, 2002, among PENAC,
KPENV and Agilent (incorporated herein by reference to Exhibit
10.2 of the Schedule 13D filed by the Reporting Persons on May
13, 2002).
2. Investors' Rights Agreement, dated as of May 27, 1998, among
Quinton, WRH and HP (incorporated herein by reference to
Exhibit 10.3 of the Schedule 13D filed by the Reporting
Persons on May 13, 2002).
3. Joint Filing Agreement, dated as of May 13, 2002, among the
Reporting Persons (incorporated herein by reference to Exhibit
99.1 of the Schedule 13D filed by the Reporting Persons on May
13, 2002).
Page 9 of 19 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: March 21, 2003
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ ARIE WESTERLAKEN
--------------------------------
Name: Arie Westerlaken
Title: General Secretary
PHILIPS HOLDING USA INC.
By: /s/ WILHELMUS C.M. GROENHUYSEN
--------------------------------
Name: Wilhelmus C.M. Groenhuysen
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
By: /s/ BELINDA CHEW
--------------------------------
Name: Belinda Chew
Title: Director, Senior Vice
President, General Counsel
and Secretary
Page 10 of 19 Pages
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and
Citizenship of:
(A) Members Of The Supervisory Board Of Koninklijke Philips Electronics N.V.
Unless otherwise indicated, each person listed below is not employed, other than
as a member of the Supervisory Board, and thus no employer, employer's address
or employer's principal business is listed.
Name: L.C. van Wachem
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Retired. Former Chairman of the Committee of
Managing Directors of the Royal Dutch/Shell
Group.
Citizenship: The Netherlands
Name: W. de Kleuver
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Retired. Former Executive Vice-President of
Koninklijke Philips Electronics N.V.
Citizenship: The Netherlands
Name: J.M. Hessels
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Retired. Former Chief Executive Officer of
Royal Vendex KBB.
Citizenship: The Netherlands
Name: Sir Richard Greenbury
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Retired. Former Chairman and Chief Executive
Officer of Marks & Spencer.
Citizenship: United Kingdom
Page 11 of 19 Pages
Name: Prof. K.A.L.M. van Miert
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: President of Nyenrode University.
Employer: Nyenrode University
Employer's Address: Straatweg 25
3621 BG Breukelen
The Netherlands
Employer's Principal Business: Higher education
Citizenship: Belgium
Name: L. Schweitzer
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Chairman and Chief Executive Officer of la
regie nationale des usines Renault.
Employer: La regie nationale des usines Renault
Employer's Address: 34 Quai du Point du Jour
BP 103 92109
Boulogne Bilancourt
Cedex, France
Employer's Principal Business: Design, manufacture and sale of automobiles
and related businesses
Citizenship: France
(b) Members Of Board Of Management And Group Management Committee Of Koninklijke
Philips Electronics N.V.
Unless otherwise indicated, each member of the Board of Management and Group
Management Committee is employed by Koninklijke Philips Electronics N.V. at
Breitner Centre, Amstelplein 2, 1096 BC Amsterdam, The Netherlands, whose
principal business is set forth in this Statement, and thus no employer,
employer's address or employer's principal business is listed.
Name: Gerard J. Kleisterlee
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: President and Chief Executive Officer of
Koninklijke Philips Electronics N.V.
Citizenship: The Netherlands
Page 12 of 19 Pages
Name: Jan H.M. Hommen
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Vice-Chairman of the Board of Management and
Chief Financial Officer of Koninklijke
Philips Electronics N.V.
Citizenship: The Netherlands
Name: Gottfried H. Dutine
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President of Koninklijke
Philips Electronics N.V.
Citizenship: Germany
Name: Ad Huijser
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President and Chief Technology
Officer of Koninklijke Philips Electronics
N.V.
Citizenship: The Netherlands
Name: Arthur P.M. van der Poel
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President of Koninklijke
Philips Electronics N.V.
Citizenship: The Netherlands
Name: David Hamill
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President, and President/CEO of
the Philips Lighting Division, of Koninklijke
Philips Electronics N.V.
Citizenship: United Kingdom
Page 13 of 19 Pages
Name: Tjerk Hooghiemstra
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President of Koninklijke Philips
Electronics N.V.
Citizenship: The Netherlands
Name: Jouko A. Karvinen
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President, and President/CEO of
the Medical Systems Division, of Koninklijke
Philips Electronics N.V.
Citizenship: Finland
Name: Scott McGregor
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President, and President and CEO
of the Semiconductors Division, of
Koninklijke Philips Electronics N.V.
Citizenship: United States
Name: Jan P. Oosterveld
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President of Koninklijke Philips
Electronics N.V.
Citizenship: The Netherlands
Name: Andrea Ragnetti
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President of Koninklijke Philips
Electronics N.V.
Citizenship: Italy
Page 14 of 19 Pages
Name: Ad H.A. Veenhof
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President, and President/CEO of
the Domestic Appliances and Personal Care
Division, of Koninklijke Philips Electronics
N.V.
Citizenship: The Netherlands
Name: Arie Westerlaken
Business Address: Koninklijke Philips Electronics N.V.
Breitner Centre
Amstelplein 2
1096 BC Amsterdam, The Netherlands
Principal Occupation: Senior Vice-President, General Secretary,
Chief Legal Officer and Secretary to the
Board of Management of Koninklijke Philips
Electronics N.V.
Citizenship: The Netherlands
Page 15 of 19 Pages
SCHEDULE II
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Philips Holding USA, Inc.
Unless otherwise indicated, each member of the board of directors and executive
officer is employed by Philips Electronics North America Corporation at 1251
Avenue of the Americas, New York, New York 10020, whose principal business is
set forth in this Statement, and thus no employer, employer's address or
employer's principal business is listed.
Name: Robert M. Westerhof
Business Address: Philips Holding USA, Inc.
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Director, President and Chief Executive
Officer of Philips Electronics North America
Corporation.
Citizenship: The Netherlands
Name: Belinda W. Chew
Business Address: Philips Holding USA, Inc.
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Director, Senior Vice President, General
Counsel and Secretary of Philips Electronics
North America Corporation.
Citizenship: United States
Name: Wilhelmus C.M. Groenhuysen
Business Address: Philips Holding USA, Inc.
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Senior Vice President, Chief Financial
Officer and Treasurer of Philips Electronics
North America Corporation.
Citizenship: The Netherlands
Name: Robert N. Smith
Business Address: Philips Holding USA, Inc.
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Vice President of Philips Electronics North
America Corporation.
Citizenship: United States
Name: Warren T. Oates, Jr.
Business Address: Philips Holding USA, Inc.
1251 Avenue of the Americas
Page 16 of 19 Pages
New York, New York 10020
Principal Occupation: Assistant Secretary of Philips Electronics
North America Corporation.
Citizenship: United States
Page 17 of 19 Pages
SCHEDULE III
Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Philips Electronics North
America Corporation. Unless otherwise indicated, each member of the board of
directors and executive officer is employed by Philips Electronics North America
Corporation at 1251 Avenue of the Americas, New York, New York 10020, whose
principal business is set forth in this Statement, and thus no employer,
employer's address or employer's principal business is listed.
Name: Robert M. Westerhof
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Director, President and Chief Executive
Officer of Philips Electronics North America
Corporation.
Citizenship: The Netherlands
Name: Belinda W. Chew
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Director, Senior Vice President, General
Counsel and Secretary of Philips Electronics
North America Corporation.
Citizenship: United States
Name: Kevin W. Doran
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Senior Vice President of Philips Electronics
North America Corporation.
Citizenship: United States
Name: Wilhelmus C.M. Groenhuysen
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Senior Vice President, Chief Financial
Officer and Treasurer of Philips Electronics
North America Corporation.
Citizenship: The Netherlands
Name: Thomas B. Patton
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
Page 18 of 19 Pages
New York, New York 10020
Principal Occupation: Vice President of Philips Electronics North
America Corporation.
Citizenship: United States
Name: Robert N. Smith
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Vice President of Philips Electronics North
America Corporation.
Citizenship: United States
Name: Raymond C. Fleming
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Controller of Philips Electronics North
America Corporation.
Citizenship: United States
Name: Warren T. Oates, Jr.
Business Address: Philips Electronics North America Corporation
1251 Avenue of the Americas
New York, New York 10020
Principal Occupation: Assistant Secretary of Philips Electronics
North America Corporation.
Citizenship: United States
Page 19 of 19 Pages