UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 20-F/A
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o | Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. |
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x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the fiscal year ended December 31, 2014
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o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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o | Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Date of event requiring this shell company report
For the transition period from to
Commission File Number: 0-13355
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ASM INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
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The Netherlands
(jurisdiction of incorporation or organization)
Versterkerstraat 8, 1322 AP, Almere, the Netherlands
(Address of principal executive offices)
Steven P. Emerick
Telephone: (602) 230-5517
Fax: (602) 417-2980
Email: steve.emerick@quarles.com
Address: 2 N. Central Ave., Phoenix, AZ 85004, USA
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Shares, par value € 0.04 | | The NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 63,468,390 common shares; 0 preferred shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer
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Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x International Financial Reporting Standards as issued by the International
Accounting Standards Board o Other o
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
Explanatory Note
This Amendment No. 2 on Form 20-F/A to our Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2015 (the “Annual Report”), as amended by Amendment No. 1 on Form 20-F/A filed with the Commission on June 29, 2015 to provide separate audited financial statements and notes related thereto for ASM Pacific Technology Ltd (“ASMPT”) as required by Rule 3-09 of Regulation S-X ("Amendment No. 1"), is being filed for the sole purposes of adding to Amendment No. 1 the consent of Deloitte Touche Tohmatsu, independent auditors of ASMPT, and new certifications pursuant to Rule 13a-14(a) and Rule 13a-14(b) of the Exchange Act, which were inadvertently omitted as exhibits to Amendment No. 1, and to make other corrections to references on the Exhibit Index.
Except as specifically provided above, this Amendment No. 2 does not amend, update or restate any other items or sections of the Annual Report or Amendment No. 1 and does not reflect events occurring after the filing of the Annual Report on April 9, 2015. The filing of this Amendment No. 2, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the Annual Report are true and complete as of any date subsequent to April 9, 2015.
Part III
Item 19. Exhibits
Please refer to the Exhibit Index following this report, which is incorporated herein by reference.
Exhibit Index 1
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Exhibit Number | Description | Incorporated by Reference to: | Included Herein: |
1.1 | English Informal Translation of ASM International NV’s Articles of Association, as amended | Exhibit 1.1 to the Registrants Form 20-F filed on April 9, 2014 | |
4.1 | 2001 Stock Option Plan | Exhibit 99.1 to the Registrant’s Form S-8 filed on April 30, 2002 | |
4.2 | Overview of Remuneration of Members of the Management Board, dated May 20, 2010 | Exhibit 4.6 to the Registrant's Form 20-F filed on April 4, 2013 | |
4.3 | Overview of Remuneration of Mr Peter van Bommel | Exhibit 4.7 to the Registrant’s Form 20-F filed on March 25, 2011 | |
4.4 | Form of Supervisory Board Member Indemnification Agreement | Exhibit 10.1 to the Registrant’s Form 20-F filed on March 16, 2007 | |
4.5 | Form of Management Board Member Indemnification Agreement | Exhibit 10.2 to the Registrant’s Form 20-F filed on March 16, 2007 | |
4.6 | Amended and Restated Settlement Agreement dated as of December 16, 1998 by and among ASM International NV, ASM America, Inc. and Applied Materials, Inc. -2- | Exhibit 10.3 to the Registrant’s Form 20-F filed on March 16, 2007 | |
4.7 | Summary of the material elements of employment contract with Mr C.D. del Prado (effective as of March 1, 2008) | Exhibit 99.9 to the Registrant’s Form 6-K filed on May 20, 2008 | |
4.8 | ASM International NV 2011 Stock Option Plan for Members of the Management Board | Exhibit 4.14 to the Registrant's Form 20-F filed on March 28, 2012 | |
8.1 | Subsidiaries | Exhibit 8.1 to the Registrant’s Form 20-F filed on April 9, 2015 | |
12.1 | Certification of CEO pursuant to Rule 13a-14(a) | | X |
12.2 | Certification of CFO pursuant to Rule 13a-14(a) | | X |
13.1 | Certification of CEO and CFO pursuant to Rule 13a-14(b) and 18 U.S.C. 1350 | | X |
15.1 | Consent of Independent Registered Public Accounting Firm | Exhibit 15.1 to the Registrant’s Form 20-F filed on April 9, 2015 | |
15.2 | Annual Audited Financial Statements of ASM Pacific Technology Ltd as of and for the fiscal year ended December 31, 2014 | Exhibit 99.1 to the Registrant’s Form 20-F/A filed on June 29, 2015 | |
15.3 | Consent of Deloitte Touche Tohmatsu, independent auditors of ASM Pacific Technology Ltd | | X |
101.INS | XBRL Instance Document* | Exhibit 101.INS to the Registrant’s Form 20-F filed on April 9, 2015 | |
101.SCH | XBRL Taxonomy Extension Schema Document* | Exhibit 101.SCH to the Registrant’s Form 20-F filed on April 9, 2015 | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | Exhibit 101.CAL to the Registrant’s Form 20-F filed on April 9, 2015 | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | Exhibit 101.DEF to the Registrant’s Form 20-F filed on April 9, 2015 | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | Exhibit 101.LAB to the Registrant’s Form 20-F filed on April 9, 2015 | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | Exhibit 101.PRE to the Registrant’s Form 20-F filed on April 9, 2015 | |
1 Pursuant to Instruction 2(b)(ii), the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such agreements to the Securities Exchange Commission upon request.
2 Redacted version, originally filed as an exhibit to Registrant’s Form 6-K filed February 11, 1999. Portions of the Agreement have been omitted pursuant to a request for confidential treatment.
* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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| | ASM INTERNATIONAL N.V. |
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Date: | August 31, 2015 | /S/ CHARLES D. DEL PRADO |
| | Charles D. del Prado |
| | Chief Executive Officer |
Exhibit 12.1
I, Charles D. del Prado, certify that:
1. I have reviewed this annual report on Form 20-F of ASM International N.V.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
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(c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: August 31, 2015.
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/S/ CHARLES D. DEL PRADO |
Charles D. del Prado Chief Executive Officer |
Exhibit 12.2
I, Peter A.M. van Bommel, certify that:
1. I have reviewed this annual report on Form 20-F of ASM International N.V.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
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(c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: August 31, 2015.
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/S/ PETER VAN BOMMEL |
Peter A.M. van Bommel Chief Financial Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of ASM International N.V. (the “Company”) for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on April 9, 2015, as amended by Amendment No 1 on Form 20-F/A filed with the Commission on June 29, 2015 (the “Report”), we, Charles D. del Prado, Chief Executive Officer of the Company, and Peter A.M. van Bommel, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: | | /S/ CHARLES D. DEL PRADO |
| | Charles D. del Prado |
| | Chief Executive Officer |
| | August 31, 2015 |
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By: | | /S/ PETER VAN BOMMEL |
| | Peter A.M. van Bommel |
| | Chief Financial Officer |
| | August 31, 2015 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 15.3
CONSENT OF INDEPENDENT AUDITOR
To the Supervisory Board and Shareholders of ASM International N.V.
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 033-07111, 033-07109, 333-87262, 033-06184, 033-06185, 033-06186, 033-78628 and 033-93026) of our report dated April 9, 2015, relating to the consolidated financial statements of ASM Pacific Technology Limited (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the differences between Hong Kong Financial Reporting Standards and accounting principles generally accepted in the United States of America), appearing in Amendment No. 1 to the Annual Report on Form 20-F/A of ASM International N.V. for the year ended December 31, 2014.
/s/ Deloitte Touche Tohmatsu, Certified Public Accountants
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Deloitte Touche Tohmatsu |
Certified Public Accountants |
Hong Kong |
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August 31, 2015 |
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