Form 20-F Himax Technologies, Inc
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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, 2015 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 SINSHIH DISTRICT, TAINAN CITY 74148 TAIWAN, REPUBLIC OF CHINA (Address of principal executive offices) Jackie Chang 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. 343,815,424 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 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 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). Yes _ No TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 CERTAIN CONVENTIONS 4 PART I 6 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 ITEM 3. KEY INFORMATION 6 3.A. Selected Financial Data 6 3.B. Capitalization and Indebtedness 8 3.C. Reason for the Offer and Use of Proceeds 8 3.D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 30 4.A. History and Development of the Company 30 4.B. Business Overview 31 4.C. Organizational Structure 59 4.D. Property, Plant and Equipment 61 ITEM 4A. UNRESOLVED STAFF COMMENTS 61 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 61 5.A. Operating Results 61 5.B. Liquidity and Capital Resources 77 5.C. Research and Development 78 5.D. Trend Information 78 5.E. Off-Balance-Sheet Arrangements 79 5.F. Tabular Disclosure of Contractual Obligations 79 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 81 6.A. Directors and Senior Management 81 6.B. Compensation of Directors and Executive Officers 82 6.C. Board Practices 83 6.D. Employees 85 6.E. Share Ownership 88 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 88 7.A. Major Shareholders 88 7.B. Related Party Transactions 89 7.C. Interests of Experts and Counsel 89 ITEM 8. FINANCIAL INFORMATION 89 8.A. Consolidated Statements and Other Financial Information 89 8.B. Significant Changes 90 ITEM 9. THE OFFER AND LISTING 91 9.A. Offer and Listing Details 91 9.B. Plan of Distribution 91 9.C. Markets 91 9.D. Selling Shareholders 91 9.E. Dilution 91 9.F. Expenses of the Issue 91 ITEM 10. ADDITIONAL INFORMATION 91 10.A. Share Capital 91 10.B. Memorandum and Articles of Association 92 10.C. Material Contracts 92 10.D. Exchange Controls 92 10.E. Taxation 93 10.F. Dividends and Paying Agents 95 10.G. Statement by Experts 95 10.H. Documents on Display 95 2 10.I. Subsidiary Information 95 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 96 12.A. Debt Securities 96 12.B. Warrants and Rights 96 12.C. Other Securities 96 12.D. American Depositary Shares 96 PART II 98 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 98 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 98 ITEM 15. CONTROLS AND PROCEDURES 98 ITEM 16. [RESERVED] 99 16.A. Audit Committee Financial Expert 99 16.B. Code of Ethics 100 16.C. Principal Accountant Fees and Services 100 16.D. Exemptions from the Listing Standards for Audit Committees 100 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 100 16.F. Change in Registrant’s Certifying Accountant 101 16.G. Corporate Governance 101 16.H. Mine Safety Disclosure 101 PART III 101 ITEM 17. FINANCIAL STATEMENTS 101 ITEM 18. FINANCIAL STATEMENTS 101 ITEM 19. EXHIBITS 103 3 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 and our customers’ future business developments, results of operations and financial condition, our ability to develop new products, the future growth and pricing trend of the display driver markets, the future growth of end-use applications that use flat panel displays, particularly TFT-LCD panels, development of alternative flat panel display technologies, market acceptance and competitiveness of the driver and non-driver products developed by us, our ability to protect intellectual property, changes in customer relations and preference, shortage in supply of key components, our ability to collect accounts receivable and manage inventory, changes in economic and financial market conditions, and other factors. For a discussion of these risks and other factors, please see “Item 3.D. Key Information—Risk Factors.” CERTAIN CONVENTIONS Unless otherwise indicated, all translations from U.S. dollars to NT dollars in this annual report were made at a rate of $1.00 to NT$32.79, the exchange rates set forth in the H.10 weekly statistical release of the Federal Reserve System of the United States (the “Federal Reserve Board”) on December 31, 2015. No representation is made that the NT dollar amounts referred to herein could have been or could be converted into U.S. dollars at any particular rate or at all. On April 8, 2016, the noon buying rate was $1.00 to NT$32.4. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, in this annual report, the terms “we,”“us,”“our company,”“our,” and “Himax” refer to Himax Technologies,