SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 11 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
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None |
| (State of Incorporation or Organization)
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(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. X
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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. ___ |
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 0.09 per
share
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Nasdaq Global Select Market |
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NYSE Euronext Amsterdam N.V. |
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are the ordinary shares,
nominal value Euro 0.09 per share (the “Ordinary
Shares”), of ASML Holding N.V. (the “Company”).
On May 29, 2007, June 6, 2007 and July 17, 2007,
the Supervisory Board, the Board of Management and the
Extraordinary General Meeting of Shareholders of the Company,
respectively, approved amendments to the Company’s articles
of association in connection with the repayment of Euro 2.04 per
Ordinary Share and the 8 for 9 consolidation of all outstanding ordinary
shares of the Company effective September 28, 2007.
The amendments increased the Company’s authorized share
capital to Euro 126,000,200 and reduced the number of authorized
Ordinary Shares to 700,000,000. In addition, the amendments added
a class of ordinary shares with a nominal value of Euro 0.01 per
share and authorized the issuance of 10,000 of such shares. The amendments also increased the number of authorized preference shares, nominal value Euro 0.02
per share (the “Preference Shares”), to
3,150,005,000, and authorized the Management
Board, subject to the approval of the Supervisory Board, to
issue Preference Shares and to grant rights for Preference
Shares for a period of eighteen months commencing
September 28, 2007.
The amendments also changed the method of counting shareholder
votes to address the differing nominal values of the Ordinary
Shares, ordinary shares with a nominal value of Euro 0.01 per
share and Preference Shares. Under the amended articles of association, the number of votes a shareholder
has is equal to the
multiple of one eurocent included in the aggregate nominal value
of the shares held by such shareholder.
The amendments also set forth the rights of holders of
fractional shares (the “Fractional Shares”).
Fractional Shares may be converted, at the shareholder’s
request made before December 31, 2007, into ordinary shares
with a nominal value of Euro 0.01 per share. Where a shareholder
holds nine Fractional Shares, Fractional Shares will be
automatically converted into one Ordinary Share.
These
amendments became effective on September 28, 2007. An
unofficial English translation of the Amended and Restated
Articles of Association, dated September 28, 2007, is set
forth in Exhibit 1.1 hereto.
Item 2. Exhibits
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1.1 |
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Unofficial English Translation of the Amended and Restated Articles of
Association, dated September 28, 2007. |
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