Ducati Motor Holding
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SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2006-07-14 | Period of Report: 2005-12-31 SEC Accession No. 0001275287-06-003584 (HTML Version on secdatabase.com) FILER DUCATI MOTOR HOLDING SPA Mailing Address Business Address VIA CAVALIEGI DUCATI 3 VIA CAVALIERI DUCATI 3 CIK:1080063| IRS No.: 000000000 | Fiscal Year End: 1231 BOLOGNA BOLOGNA ITALY L6 40132 Type: 20-F | Act: 34 | File No.: 001-14908 | Film No.: 06962097 ITALY L6 999999999 SIC: 3751 Motorcycles, bicycles & parts Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on July 14, 2006 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 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to OR 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 001-14908 (Commission file number) Ducati Motor Holding S.p.A. (Exact name of registrant as specified in its charter) Ducati Motor Holding S.p.A. (Translation of registrants name into English) Italy (Jurisdiction of incorporation or organization) Via A. Cavalieri Ducati 3, 40132 Bologna, Italy (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Name of each exchange Title of each class on which registered American Depositary Shares, each representing ten Ordinary Shares New York Stock Exchange Ordinary Shares* New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. 159,360,037 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 o No x 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 Act of 1934. Yes o No x Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. 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. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Yes x No o 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 o Accelerated filer x Non-accelerated filer o Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 x 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 * Not for trading, but only in connection with the registration of the American Depositary Shares Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS PART I 2 Item 1. Identity of Directors, Senior Management and Advisors 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Selected Consolidated Financial Data 3 Exchange Rates 5 Risk Factors 6 Forward-Looking Statements 14 Item 4. Information on the Company 14 History and Development of the Company 14 Business Overview 16 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Organizational Structure 19 Products and Distribution 20 Description of Property 34 Capital Expenditures 35 Item 4A. Unresolved Staff Comments 35 Item 5. Operating and Financial Review and Prospects 35 Introduction 35 Critical Accounting Estimates 38 Trend Information 42 Results of Operations 42 2005 Compared to 2004 43 Liquidity and Capital Resources 46 Research and Development 54 Item 6. Directors, Senior Management and Employees 54 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Directors 54 Board Committees 57 Senior Management 57 Statutory Auditors 58 Compensation of Directors and Senior Management 59 Employees 60 Item 7. Major Shareholders and Related Party Transactions 61 Major Shareholders 61 Related Party Transactions 64 Item 8. Financial Information 66 Consolidated Financial Statements 66 Other Financial Information 66 Dividend Policy 67 Significant Changes 67 i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 9. The Offer and Listing 68 Trading Markets and Share Prices 68 Item 10. Additional Information 68 Share Option Plans 68 Buy Back Plan 70 Employee Stock Ownership Plan 71 By-Laws 71 Significant Differences with Corporate Governance Practices under NYSE Rules 86 Material Contracts 91 Exchange Controls 91 Documents on Display 96 Item 11. Quantitative and Qualitative Disclosures About Market Risk 96 Item 12. Description of Securities Other than Equity Securities 98 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART II 99 Item 13. Defaults, Dividend Arrearages and Delinquencies 99 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 99 Item 15. Disclosure Controls and Procedures 99 Item 16. [Reserved] 99 Item 16A. Audit Committee Financial Expert 99 Item 16B. Code of Ethics 99 Item 16C. Principal Accountant Fees and Services 100 Item 16D. Exemptions from the Listing Standards for Audit Committees 100 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchaser 101 Item 17. Financial Statements 101 Item 18. Financial Statements 101 Item 19. Exhibits 102 SIGNATURES 103 ii Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PRESENTATION OF FINANCIAL AND OTHER INFORMATION Unless otherwise indicated, our audited financial statements and other financial information contained in this annual report on Form 20-F for the fiscal year ended December 31, 2005 (the annual report) have been prepared in conformity with International Financial Reporting Standards as adopted by the European Union (IFRS), which differ in certain significant respects from United States generally accepted accounting principles (U.S. GAAP). For a discussion of the significant differences between IFRS and U.S. GAAP, see Notes 38, 39, 40 to our audited financial statements included in Item 18. We adopted IFRS for the first time in our annual audited financial statements for the year ended December 31, 2005, which included comparative financial statements for the year ended December 31, 2004. IFRS 1, First-time Adoption of International Financial Reporting Standards, requires that an entity develop accounting policies based on the standards and related interpretations effective at the reporting date of its first annual IFRS financial statements (i.e., for Ducati, December 31, 2004). IFRS 1 also requires that those policies be applied as of the date of transition to IFRS (i.e., for Ducati, January 1, 2004) and throughout all periods presented in the first IFRS financial statements. See Note 37 to our audited financial statements included in Item 18. In this annual report, references to we, us, our, Ducati, Group and the Company are to Ducati Motor Holding S.p.A. and its subsidiaries and, unless the context otherwise requires, to their predecessors. References to DMH are to Ducati Motor Holding S.p.A. only. References to Lit., lira, lire and Italian lire are to Italian lire, references to US$, $, dollars and U.S. dollars are to United States dollars and references to or euro are to the euro, the single currency established for certain members of the European Union (the EU), including Italy, upon the commencement of the third stage of the European Monetary Union (EMU) on January 1, 1999. References to CONSOB are references to the Commissione Nazionale per le Società e la Borsa (the Italian National Commission for Companies and the Stock Exchange). Beginning with fiscal year ended December 31, 2001, we have published our audited financial statements in euro. For fiscal years ending before 2001, we published our audited financial statements in Italian lire. From January 1, 1999 to February 28, 2002 (the last day in which the lira was legal tender in Italy), we carried out non-cash transactions in euro as well as lire. For ease of comparison, we have presented in this annual report any amounts formerly stated in Italian lire in euro and/or in dollars, as applicable, as follows: converting the lire amounts into euro at the fixed conversion rate of Lit.