SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2004-10-15 | Period of Report: 2004-06-30 SEC Accession No. 0001193125-04-171917 (HTML Version on secdatabase.com) FILER CREATIVE TECHNOLOGY LTD Mailing Address Business Address 31 INTERNATIONAL 31 INTERNATIONAL CIK:888295| IRS No.: 000000000 | State of Incorp.:U0 | Fiscal Year End: 0630 BUSINESS PARK BUSINESS PARK Type: 20-F | Act: 34 | File No.: 000-20281 | Film No.: 041079874 CREATIVE RESOURCES CREATIVE RESOURCE SIC: 3577 Computer peripheral equipment, nec SINGAPORE U0 609921 SINGAPORE 0513 SINGA U0 609921 1165895400 Copyright © 2012 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 (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2004 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-20281 CREATIVE TECHNOLOGY LTD. (Exact name of Registrant as specified in its charter) SINGAPORE (Jurisdiction of incorporation or organization) 31 International Business Park Creative Resource Singapore 609921 (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: NONE Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares (par value Singapore $0.25) National Market System of National Association of Securities Dealers Automated Quotation System and the Singapore Exchange Securities Trading Limited. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Ordinary Shares (par value Singapore $0.25) of Registrant outstanding at June 30, 2004: 81,369,048 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 as 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 ¨ Indicate by check mark which financial statement the registrant has elected to follow. Item 17 ¨ Item 18 x Page 1 of 87 Exhibit index located on page 53 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Securities and Exchange Commission Item Numbers and Description Page # PART I Item 1 Identity Of Directors, Senior Management And Advisers 4 Item 2 Offer Statistics And Expected Timetable 4 Item 3 Key Information 5 Item 4 Information On The Company 16 Item 5 Operating And Financial Review And Prospects 25 Item 6 Directors, Senior Management And Employees 36 Item 7 Major Shareholders And Related Party Transactions 41 Item 8 Financial Information 42 Item 9 The Offer And Listing 43 Item 10 Additional Information 44 Item 11 Quantitative And Qualitative Disclosures About Market Risk 49 Item 12 Description Of Securities Other Than Equity Securities 49 PART II Item 13 Defaults, Dividend Arrearages And Delinquencies 50 Item 14 Material Modifications To The Rights Of Security Holders And Use Of Proceeds 50 Item 15 Controls And Procedures 50 Item 16 Reserved 50 Item 16A Audit Committee Financial Expert 50 Item 16B Code Of Ethics 50 Item 16C Principal Accountant Fees And Services 51 Item 16D Exemptions From The Listing Standards For Audit Committees 51 Item 16E Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 51 PART III Item 17 Financial Statements 52 Item 18 Financial Statements 52 Item 19 Exhibits 53 Signature 54 Creative, the Creative logo, and the Creative products referred to herein are either the trademarks or the registered trademarks of Creative. All other trademarks are property of their respective owners. Page 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Except for the historical information contained herein, the matters set forth herein are forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause Creatives actual results to differ materially. Such risks and uncertainties include: Creatives ability to timely develop new products that gain market acceptance and to manage frequent product transitions; competitive pressures in the marketplace; Creatives ability to successfully integrate acquisitions; potential fluctuations in quarterly results due to the seasonality of Creatives business and the difficulty of projecting such fluctuations; possible disruption in commercial activities caused by factors outside of Creatives control, such as terrorism, armed conflict and labor disputes; a reduction in demand for computer systems, peripherals and related consumer products as a result of poor economic conditions, social and political turmoil and major health concerns; the proliferation of sound functionality in new products from competitors at the application software, chip and operating system levels; a deterioration of global equity markets; exposure to excess and obsolete inventory; Creatives reliance on sole or limited sources for many of its chips and other key components; component shortages which may impact Creatives ability to meet customer demand; Creatives ability to protect its proprietary rights; a reduction or cancellation of sales orders for Creative products; accelerated declines in the average selling prices of Creatives products; Creatives ability to successfully manage its expanding operations; the vulnerability of certain markets to current and future currency fluctuations; the effects of restricted fuel availability, rising costs of fuel or higher shipping costs; fluctuations in the value and liquidity of Creatives investee companies; and the potential decrease in the trading volume and value of Creatives Ordinary Shares as a result of Creatives intended delisting from NASDAQ and elimination of its U.S. public reporting obligations. For further information regarding the risks and uncertainties associated with Creatives business, please refer to its filings with the SEC, including elsewhere in this Annual Report filed on Form 20-F. Creative undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in Creatives expectations. Page 3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. Page 4 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 3: KEY INFORMATION SELECTED CONSOLIDATED FINANCIAL DATA The following table contains selected data from Creatives Consolidated Statements of Operations for the five years ended June 30, 2004. The data for the three years ended June 30, 2004 is derived from and should be read in conjunction with, the consolidated financial statements and related notes thereto included elsewhere in this Annual Report. The data for the two years ended June 30, 2001 are derived from the audited financial statement which are not included in this annual report. CONSOLIDATED STATEMENTS OF OPERATIONS DATA (US$000, EXCEPT PER SHARE DATA): For the years ended June 30 2004 2003 2002(1) 2001 2000 Sales, net (2) $814,853 $701,769 $805,905 $1,226,068 $1,342,192 Cost of goods sold 533,513 452,952 543,382 894,236 947,157 Gross profit 281,340 248,817 262,523 331,832 395,035 Operating expenses Selling, general and administrative (2) 167,588 162,839 170,122 230,417 252,321 Research and development 69,504 58,775 38,248 54,022 60,428 Other charges (3) 26,080 22,814 20,000 Operating income 44,248 27,203 28,073 24,579 62,286 Gain (loss) from investments, net 72,602 (6,049 ) (45,414 ) (148,490 ) 103,443 Interest income and other, net 9,276 4,864 5,155 2,416 5,287 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Income (loss) before income taxes and minority interest 126,126 26,018 (12,186 ) (121,495 ) 171,016 Provision for income taxes (4) 8,539 (2,720 ) (5,698 ) (8,409 ) (9,472 ) Minority interest in (income) loss (418 ) 79 (1,843 ) (469 ) (532 ) Net income (loss) $134,247 $23,377 $(19,727 ) $(130,373 ) $161,012 Basic earnings (loss) per share $1.66 $0.30 $(0.27 ) $(1.65 ) $1.96 Weighted average ordinary shares outstanding (000) 80,654 79,202 73,182 79,049 82,028 Diluted earnings (loss) per share $1.61 $0.29 $(0.27 ) $(1.65 ) $1.86 Weighted average ordinary shares and equivalents outstanding (000) 83,630 80,851 73,182 79,049 86,612 Page 5 Copyright © 2012 www.secdatabase.com.