FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March, 2003
Commission File Number 001-31335
AU Optronics Corp.
(Translation of registrant's name into English)
No. 1 Li-Hsin Road 2
Science-Based Industrial Park
Hsinchu, Taiwan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant 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): 82-
Not applicable
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INDEX TO EXHIBITS
Item
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1. Board Resolution to propose distribution of 2002 profits, dated March 6,
2003.
2. Board Resolution to propose capital increase resulting from stock dividends
and employee stock bonus, dated March 6, 2003.
3. Board Resolution to issue Preferred Shares through private placement, dated
March 6, 2003.
4. Board Resolution to convene the 2003 Annual General Shareholders' Meeting,
dated March 6, 2003.
5. Press release entitled "Taiwan's First 26 inch LCD TV Panel Produced by G5
Technology", dated March 5, 2003.
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.
AU Optronics Corp.
Date: March 7, 2003 By: /s/ Max Weishun Cheng
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Name: Max Weishun Cheng
Title: Chief Financial Officer
ITEM 1
AU Optronics Corporation
March 6, 2003
English Language Summary
Subject: Board Resolution to propose distribution of 2002 profits
Regulation: Published pursuant to Article 2-14 of the Taiwan Stock Exchange's
operating procedures for the Publication of Material Information by
Listed Companies
Date of events: 2003/03/06
Content:
1. Date of the board of directors resolution:2003/03/06
2. Type and monetary amount of dividend distribution:
A cash dividend of NT$0.50 per share and a stock
dividend of NT$ 0.50 per share
will be proposed to the common shareholders
3. Any other matters that need to be specified:
(1) Proposal for employee's profit sharing of 43,363,200 shares will be
distributed in 100% stock at par value.and cash compensation of
NT$54,204,017 for the board directors and supervisors
(2) The amount of employee profit sharing is estimated to be 17.8% of the
stock dividend to be distributed to common shareholders and 1.02% of
total shares outstanding after capital increase.
(3) Adjusted EPS will be NT$1.52 to reflect distribution of employee stock
bonus and cash compensation for board of directors and supervisors.
ITEM 2
AU Optronics Corporation
March 6, 2003
English Language Summary
Subject: Board Resolution to propose capital increase resulting from stock
dividends and employee stock bonus.
Regulation: Published pursuant to Article 2-11 of the Taiwan Stock Exchange's
operating procedures for the Publication of Material Information by
Listed Companies
Date of events: 2003/03/06
Content:
1. Date of the board of directors resolution:2003/03/06
2. Source of capital increase funds: FY 2002 profits
3. Number of shares issued: 244,054,884 shares (including employee stock
bonus)
4. Par value per share:NT$10
5. Total monetary amount of the issue: NT$2,440,548,840
6. Issue price: NA
7. Number of shares subscribed by or allotted to employees:
43,363,200 shares
8. Number of shares publicly sold: NA
9. Ratio of shares subscribed by or allotted as stock dividends to
existing shareholders: 50 shares for every 1,000 shares held by common
shareholders.
10. Method of handling fractional shares and shares unsubscribed by the
deadline: If a portion of the dividend does not amount to one full
share, the shareholders concerned may arrange pooling together their
fractional shares to form one full share and register the same within
5 days after the record date. Otherwise shareholders will be paid for
unregistered fractions of shares in cash based on the fraction of the
face value represented, calculations will be rounded down to the
nearest one NTD (any amounts under one NTD will be discarded). The
remaining shares will be designated for subscription at face value by
AUO Employee Welfare Commission.
11. Rights and obligations of the newly issued shares: Same as those of
existing shares
12. Utilization of the funds from the capital increase: for capacity
expansion
13. Any other matters that need to be specified: nil
ITEM 3
AU Optronics Corporation
March 6, 2003
English Language Summary
Subject: Board Resolution to issue Preferred Shares through private placement
Regulation: Published pursuant to Article 2-11 of the Taiwan Stock Exchange's
operating procedures for the Publication of Material Information by
Listed Companies
Date of events: 2003/03/06
Content:
1. Date of the board of directors resolution: 2003/03/06
2. Source of the private placement funds: Counterparties in accordance
with Article 43 paragraph 6 of Securities Transaction Law.
3. Number of shares privately placed: 200 million preferred shares
4. Par value per share: NT$10
5. Total monetary amount of the private placement: total amount in
capital NT$ 2.0 billion
6. Private placement price: Issue price will be determined with reference
to the average market price of AUO common shares traded on Taiwan
Stock Exchange for a period of time (less than 30 business days) prior
to the closing date. The preferred share will be issued at a premium
to par value.
7. Number of shares subscribed by employees: nil
8. Number of shares subscribed by existing shareholders: to be determined
9. Rights and obligations of the new private placement shares:
(1) Cash dividend yield of the preferred shares will be determined
with reference to the
prevailing 5-year fixed rates quoted by major banks in Taiwan.
The cash dividend shall be distributed per annum. The date of
distribution will be determined by the Board after the Annual
General Shareholders' Meeting approves the financial statements
and business reports of the previous year.
(2) Holders of the preferred shares shall not be entitled to receive
cash dividend or stock dividend from distribution of profits or
capital reserves.
(3) Holders of the preferred shares are entitled to receive
cumulative cash dividends and have the priority to receive
accrued cumulative cash dividends over common shareholders.
(4) Holders of the preferred shares have priority over holders of the
common shares to the assets of AUO available for distribution to
stockholders upon liquidation or dissolution of AUO. However, the
preemptive rights to the assets shall not exceed the issue value
of the shares and accrued undistributed cumulative dividends of
the preferred shares.
(5) Have voting rights similar to that of the holders of common
stock.
(6) Preferred shares shall have a tenor of five years and cannot be
converted into common shares of AUO. In principle, the redemption
of the preferred shares shall be redeemed in all after five years
since its issuance. The holders will have the foregoing rights
and AUO's related obligatins would remain the same until the
preferred shares are actually redeemed by AUO.
(7) The capital surplus stemming from the issuance of preferred
shares at premium cannot be appropriated for capitalization.
10. Use of the funds raised in the private placement:for capital
expenditure requirements
11. The record date for share conversion, if conversion, exchange, or
subscription rights are attached: NA
12. Possible dilution of equity, if conversion, exchange, or subscription
rights are attached: NA
13. Any other matters that need to be specified: nil
ITEM 4
AU Optronics Corporation
March 6, 2003
English Language Summary
Subject: The Board Resolution to convene the 2003 Annual General Shareholders'
Meeting
Regulation: Published pursuant to Article 2-17 of the Taiwan Stock Exchange's
operating procedures for the Publication of Material Information by
Listed Companies
Date of events: 2003/03/06
Content:
1. Date of the board of directors resolution: 2003/03/06
2. Date for convening the shareholders' meeting: 2003/05/29
3. Location for convening the shareholders' meeting: 2, Hsin-An Road,
Science-Based Industrial Park, Hsinchu, Taiwan R.O.C.
4. Cause or subjects for convening the meeting:
(1) Reports of 2002 business
(2) Acknowledgements and Discussions
(1) Acknowledgements: The 2002 Business Report and Financial
Statements
(2) Proposal for distribution of 2002 profits
(3) Proposal of the capitalization of 2002 dividends and
employee profit sharing
(4) Proposal of preferred share issuance through private
placement
(5) Proposal of revisions to Article of Incorporation
(6) Proposal of revisions to the Procedures for Acquisition and
Disposition of Assets
(7) Proposal of revisions to the Policies and Procedures for
Financial Derivatives Transactions
(8) Proposal of revisions to the Procedures for Lending Funds to
Other Parties
(9) Proposal of revisions to the Procedures for Providing
Endorsement and Guarantee
(10) Proposal to opt for Tax Benefits for the Rights Issue in
2002
5. Starting and ending dates of suspension of share transfer:
2003/03/31~2003/05/29
6. Any other matters that need to be specified: NA
ITEM 5
AU
optronics News Release
TAIWAN's FIRST 26" LCD TV PANEL PRODUCED BY G5 TECHNOLOGY
FOR MORE INFORMATION
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Yawen Hsiao
Corporate Communications Dept.
AU Optronics Corp.
No.1, Li-Hsin Road 2, Science-Based Industrial Park,
Hsinchu City, 300, Taiwan, R.O.C.
Tel: +886-3-5632939 ext 3211
Fax: +886-3-5637608
Email: yawenhsiao@auo.com
Hsin Chu, Taiwan, March 5th, 2003 -
AU Optronics Corp. ("AUO" or the "Company") (TAIEX: 2409; NYSE: AUO), on
February 27th, celebrates its latest accomplishment in TFT-LCD technology with
the birth of its very first 26" LCD TV display panel, successfully produced via
Taiwan's first Fifth Generation Technology. This panel marks as Taiwan's very
first LCD TV display panel produced by Fifth Generation Technology.
The 26 inch WXGA LCD TV has attractive dimensions of 15:9 and is complete
with premium MVA technology wide viewing angle (PMVA) at 85 degrees for all
angles, high colour saturation of more than EBU 100% (NTSC 75%), super high
brightness of 600 nits, high contrast ratio (600:1) and fast response time
(16ms). Executive VP, Dr. Hui Hsiung added that AUO is pushing forward for
larger and larger sized panels for TV application. The 26 inch WXGA is planned
for production by latter of this year.
AUO has concrete its leading position in the TFT-LCD Industry with the
smooth transition into the latest G5 technology. The company had only exhibited
its latest 17" LCD module for TV application at the FPD Expo Taiwan 2003 last
month and within just a few weeks time, it has outdone itself with a 26" WXGA
LCD TV module. This clearly depicts AUO's confidence and dedication in the
future of LCD TV, with a " full speed ahead" mentality, noted by Dr. Hui Hsiung,
Executive VP of AUO. For the second quarter of this year, AUO plans to produce
its first 30 inch LCD TV panel and plans to pull off with further exhibit a 46
inch LCD TV panel for the third quarter. AUO is working side-by-side with its
customers and attracting brand name businesses from Japan and Europe alike.
President of AU Optronics, Mr. HB Chen reiterates that by utilizing G5
production, for 26 inch LCD TV modules, the company is able to cut up to 6
panels per mother glass (1100mmX1250mm), lowering cost per product and allowing
for larger sized applications. " We believe that in the near future, these thin,
compact, and light weight LCD TV's will be in everyone's household, improving
and enriching the lifestyles of young and old. (Enrich Digital Lifestyles) after
all, is our vision "
ABOUT AU OPTRONICS
AU Optronics Corp., headquartered at Hsinchu, Science-Based Industrial
Park, Taiwan, is a world-leading manufacturer of TFT-LCD modules. The company
offers a broad range of TFT-LCD products and related services to OEM
manufacturers and brand companies.
Currently AUO operates three 3.5-generation and one fourth-generation TFT-
LCD fab. A fifth-generation TFT-LCD fab., currently under trial run and
equipment installation, is expected to begin commercial production in the second
quarter of 2003. AUO also operates three module assembly facilities, and one R&D
fab. specializing in low temperature poly silicon TFT and organic LED.
In addition to manufacturing and assembly facilities in Taiwan, AUO has
global operations in China, Japan, and the United States. The company markets
its TFT-LCDs through two business units including Audio Video Displays
Applications and Information Displays Applications. The Company had net sales
under ROC GAAP of NT$75.5 billion (US$2.15 billion) in 2002.. Website:
http://www.auo.com
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