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Asm International Nv SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2013-04-04 | Period of Report: 2012-12-31 SEC Accession No. 0000351483-13-000011 (HTML Version on secdatabase.com) FILER ASM INTERNATIONAL N V Mailing Address Business Address PO BOX 60165 VERSTERKERSTRAAT 8 CIK:351483| IRS No.: 980101743 | Fiscal Year End: 1231 1320 AE ALMERE 1322 AP ALMERE Type: 20-F | Act: 34 | File No.: 000-13355 | Film No.: 13742382 THE NETHERLANDS P7 THE NETHERLANDS P7 SIC: 3559 Special industry machinery, nec 85012 85012 6022434221 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 20-F _____________________________________ o Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2012 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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 ____________________________________________ ASM INTERNATIONAL NV (Exact name of Registrant as specified in its charter) ___________________________________________ The Netherlands (jurisdiction of incorporation or organization) Versterkerstraat 8, 1322 AP, Almere, the Netherlands (Address of principal executive offices) Richard Bowers Telephone: (602) 432-1713 Fax: (602) 470-2419 Email: [email protected] Address: 3440 E. University Dr., Phoenix, AZ 85034, 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: 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 ____________________________ 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: 63,095,986 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. 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 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Part I. Item 1 Identity of Directors, Senior Management and Advisors 4 Item 2 Offer Statistics and Expected Timetable 4 Item 3 Key Information 5 A. Selected Consolidated Financial Data 5 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 Item 4 Information on the Company 20 A. History and Development of the Company 20 B. Business Overview 20 C. Organizational Structure 38 D. Property, Plant and Equipment 38 Item 4A Unresolved Staff Comments 39 Item 5 Operating and Financial Review and Prospects 39 A. Operating Results 40 B. Liquidity and Capital Resources 54 C. Research and Development, Patents and Licenses, etc. 56 D. Trend Information 57 E. Off-Balance Sheet Arrangements 57 F. Tabular Disclosure of Contractual Obligations 57 Item 6 Directors, Senior Management and Employees 58 A. Directors and Senior Management 58 B. Compensation 60 C. Board Practices 60 D. Employees 61 E. Share Ownership 62 Item 7 Major Shareholders and Related Party Transactions 62 A. Major Shareholders 62 B. Related Party Transactions 63 C. Interests of Experts & Counsel 63 Item 8 Financial Information 63 A. Consolidated Statements and Other Financial Information 64 B. Significant Changes 64 Item 9 The Offer and Listing 64 A. Offer and Listing Details 64 B. Plan of Distribution 65 C. Markets 65 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document D. Selling Shareholders 65 E. Dilution 65 F. Expenses of the Issue 65 Item 10 Additional Information 65 A. Share Capital 65 B. Memorandum and Articles of Association 66 C. Material Contracts 66 2 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents D. Exchange Controls 66 E. Taxation 66 F. Dividends and Paying Agents 72 G. Statement by Experts 72 H. Documents on Display 72 I. Subsidiary Information 73 Item 11 Quantitative and Qualitative Disclosures About Market Risk 73 Item 12 Description of Securities Other Than Equity Securities 76 Part II Item 13 Defaults, Dividend Arrearages and Delinquencies 76 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 76 Item 15 Controls and Procedures 76 Item 16 77 A. Audit Committee Financial Expert 77 B. Code of Ethics 77 C. Principal Accountant Fees and Services 77 D. Exemptions from the Listing Standards for Audit Committees 78 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 78 F. Change in Registrant’s Certifying Accountant 79 G. Corporate Governance 79 Part III Item 17 Financial Statements 80 Item 18 Financial Statements 80 Item 19 Exhibits 80 Signatures S-1 Index to Consolidated Financial Statements F-1 3 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I As used in this report, the terms “we,” “us,” “our,” “ASMI,” and “ASM International” mean ASM International NV and its subsidiaries, unless the context indicates another meaning, and the term “common shares” means our common shares, par value €0.04 per share. Since we are a Netherlands company, the par value of our common shares is expressed in euros (“€”). The terms “United States” and “US” refer to the United States of America. Forward Looking Safe Harbor Statement Some of the information in this report constitutes forward-looking statements within the meaning of the United States federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements regarding future revenue, sales, income, expenditures, sufficiency of cash generated from operations, maintenance of a substantial interest in ASM Pacific Technology Ltd, business strategy, product development, product acceptance, market penetration, market demand, return on investment in new products, product shipment dates, corporate transactions, restructurings, liquidity and financing matters, currency fluctuations, litigation involving intellectual property, shareholder matters, and outlooks. These statements may be found under Item 4, “Information on the Company,” Item 5, “Operating and Financial Review and Prospects” and elsewhere in this report. Forward-looking statements are statements other than statements of historical fact and typically are identified by use of terms such as “may,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that these statements involve risks and uncertainties and our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the matters discussed in Item 4, “Information on the Company” and the risks discussed in Item 3.D, “Risk factors.” The risks described are not the only ones facing ASMI. Some risks are not yet known and some that we do not currently believe to be material could later become material. Each of these risks could materially affect our business, revenues, income, assets, liquidity and capital resources. All statements are made as of the date of this report, and we assume no obligation to update or revise any forward-looking statements to reflect future developments or circumstances.
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