20-F Job: DP17787 20F Date: 6/3/2010 8:54 AM
Total Page:16
File Type:pdf, Size:1020Kb
DPW Company: HIMAX TECHNOLOGIES INC Submission Type: 20-F Job: DP17787_20F Date: 6/3/2010 8:54 AM Submission Data File Submission Information Field Name Data Form Type* 20-F Filer CIK* 0001342338 Filer CCC* ******** Filer File Number* Filer is Shell Company* No Filer is Voluntary Filer* No Filer is Well Known Seasoned Issuer* No Filer Accelerated Status* Accelerated Filer Period of Report* 12-31-09 Return Copy off Confirming Copy off Contact Name Harold Tin Contact Number 011-852-2533-3369 SROS NASD Notify via Website only off (End Submission Information) Documents Field Name Data Enclosed Document Count 11 Document Name dp17787_20f.htm Document Type* 20-F Document Description FORM 20F Document Name 1 p36.jpg Document Type* 1 GRAPHIC Document Description 1 Document Name 2 p45.jpg Document Type* 2 GRAPHIC Document Description 2 Document Name 3 p49.jpg Document Type* 3 GRAPHIC Document Description 3 Document Name 4 dp17787_ex0101.htm Document Type* 4 EX-1.1 Document Description 4 EXHIBIT 1.1 Document Name 5 dp17787_ex0402.htm Document Type* 5 EX-4.2 Document Description 5 EXHIBIT 4.2 Document Name 6 dp17787_ex0801.htm Document Type* 6 EX-8.1 Document Description 6 EXHIBIT 8.1 Document Name 7 dp17787_ex1201.htm Document Type* 7 EX-12.1 Document Description 7 EXHIBIT 12.1 Document Name 8 dp17787_ex1202.htm Document Type* 8 EX-12.2 Document Description 8 EXHIBIT 12.2 Document Name 9 dp17787_ex1301.htm Document Type* 9 EX-13.1 Document Description 9 EXHIBIT 13.1 Document Name 10 dp17787_ex1501.htm Document Type* 10 EX-15.1 Document Description 10 EXHIBIT 15.1 (End Documents) Notifications Field Name Data Email Address [email protected] Email Address 1 [email protected] Email Address 2 [email protected] (End Notifications) Generated by DPW Name : dp17787_20f.htm Type : 20-F Page : Description : FORM 20F Job : DP17787_20F Date : 6/3/2010 8:54 AM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ OR 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 ________________ Commission file number: 000-51847 HIMAX TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) CAYMAN ISLANDS (Jurisdiction of incorporation or organization) NO. 26, ZIH LIAN ROAD, TREE VALLEY PARK SINSHIH TOWNSHIP, TAINAN COUNTY 74148 TAIWAN, REPUBLIC OF CHINA (Address of principal executive offices) Max Chan Chief Financial Officer Telephone: +886-2-2370-3999 E-mail: [email protected] Facsimile: +886-2-2314-0877 10F, No. 1, Xiangyang Road Taipei 10046 Taiwan, Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, par value $0.3 per ordinary share The Nasdaq Global Select Market Inc.* * Not for trading, but only in connection with the listing on the Nasdaq Global Select Market, Inc. of American Depositary Shares representing such Ordinary Shares 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 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. 358,012,184 Ordinary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this 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 No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other 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 Item 18 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). o Yes No TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 CERTAIN CONVENTIONS 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 3.A. Selected Financial Data 3 3.B. Capitalization and Indebtedness 6 3.C. Reason for the Offer and Use of Proceeds 6 3.D. Risk Factors 6 ITEM 4. INFORMATION ON THE COMPANY 27 4.A. History and Development of the Company 27 4.B. Business Overview 29 4.C. Organizational Structure 49 4.D. Property, Plants and Equipment 51 ITEM 4A. UNRESOLVED STAFF COMMENTS 51 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 51 5.A. Operating Results 51 5.B. Liquidity and Capital Resources 66 5.C. Research and Development 67 5.D. Trend Information 67 5.E. Off-Balance Sheet Arrangements 68 5.F. Tabular Disclosure of Contractual Obligations 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 69 6.A. Directors and Senior Management 69 6.B. Compensation of Directors and Executive Officers 71 6.C. Board Practices 72 6.D. Employees 74 6.E. Share Ownership 77 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 77 7.A. Major Shareholders 77 7.B. Related Party Transactions 78 7.C. Interests of Experts and Counsel 79 ITEM 8. FINANCIAL INFORMATION 80 8.A. Consolidated Statements and Other Financial Information 80 8.B. Significant Changes 81 ITEM 9. THE OFFER AND LISTING 81 9.A. Offer and Listing Details 81 9.B. Plan of Distribution 82 9.C. Markets 82 9.D. Selling Shareholders 82 9.E. Dilution 82 9.F. Expenses of the Issue 82 ITEM 10. ADDITIONAL INFORMATION 82 10.A. Share Capital 82 10.B. Memorandum and Articles of Association 83 10.C. Material Contracts 83 10.D. Exchange Controls 83 10.E. Taxation 84 10.F. Dividends and Paying Agents 86 10.G. Statement by Experts 86 10.H. Documents on Display 86 i 10.I. Subsidiary Information 86 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 86 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 87 12.A. Debt Securities 87 12.B. Warrants and Rights 87 12.C. Other Securities 87 12.D. American Depositary Shares 87 PART II 89 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 89 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 89 ITEM 15. CONTROLS AND PROCEDURES 89 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 90 ITEM 16B. CODE OF ETHICS 91 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 91 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 91 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 91 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 92 ITEM 16G. CORPORATE GOVERNANCE 92 PART III 93 ITEM 17. FINANCIAL STATEMENTS 93 ITEM 18. FINANCIAL STATEMENTS 93 ITEM 19. EXHIBITS 94 ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Although these forward-looking statements, which may include statements regarding our future results of operations, financial condition, or business prospects, are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. The words “anticipate,” “believe,” “expect,” “intend,” “plan,” “estimate” and similar expressions, as they relate to us, are intended to identify a number of these forward-looking statements. Our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including, among other things and not limited to, our anticipated growth strategies, our future business developments, results of operations and financial condition, our ability to develop new products, the expected growth of the display driver markets, the expected growth of end-use applications that use flat panel displays, particularly TFT-LCD panels, development of alternative flat panel display technologies, our ability to collect accounts receivable and manage inventory, changes in economic and financial market conditions, and other factors.