Logitech 2004 Annual Report Download - page 131

LOGITECH INTERNATIONAL S.A., APPLES
NOTES TO SWISS STATUTORY FINANCIAL STATEMENTS—(Continued)
On April 15, 2004, the Company announced a new buyback program of up to CHF 250,000,000. Purchases
under the program will be conducted so that the Company’s total holdings of its own shares do not exceed 10%
of its share capital. The program expires at the Company’s 2006 Annual General Meeting.
Treasury shares are recorded as a long-term asset at the lower of cost or market value in the event the market
value is deemed to represent a permanent diminution in value. The disposal of treasury shares during the period
was to the Company’s directors and employees under the Holding Company’s share option and share purchase
plans. The gain or loss on the disposal of repurchased treasury shares is recorded in the statement of income. The
premium received on the disposal of treasury shares originally issued to the Holding Company to temporarily
cover the conversion rights associated with the issuance of the convertible bond (refer to Note 5) is recorded in
General Reserve in shareholders’ equity. All of these treasury shares had been issued at March 31, 2004.
Note 5 — Authorized and Conditional Share Capital Increases:
Authorized capital
In June 2002, the Company’s shareholders renewed their approval of 10,000,000 authorized registered
shares for use in acquisitions, mergers and other similar transactions, valid through the period ending June 27,
2004. The Company is seeking approval from its shareholders at its June 2004 Annual General Meeting to renew
this authorization for an additional two years.
In June 2001, 2,725,000 authorized shares were issued to temporarily cover the conversion rights associated
with the issuance of a convertible bond by Logitech Jersey Ltd, a subsidiary of the Holding Company.
Subsequently, the shareholders approved the use of those shares, issued to temporarily cover the conversion
rights referred to above, to cover the exercise of stock options granted under the Holding Company’s stock
option plans and the issuance of shares under the Holding Company’s employee share purchase plans.
Conditional capital
In June 1996 and June 1995, the Company’s shareholders approved the availability of 8,000,000 and
6,000,000 conditional registered shares. In June 2002, the shareholders approved the continued availability of the
aforementioned amounts and approved an additional 6,000,000 conditional registered shares. The remaining
number of conditional registered shares at March 31, 2004 was 15,165,465, which are available for issuance
upon the exercise of employee stock options and the issuance of shares under the Company’s employee share
purchase plans. During fiscal years 2004 and 2003, no shares were issued from the aforementioned amounts of
conditional shares available. In fiscal years 2004 and 2003, all stock options and purchase plan commitments
were satisfied from treasury shares held by the Holding Company.
In addition to the aforementioned, the shareholders in June 2001 approved the creation of an additional
2,725,000 conditional registered shares to cover the conversion rights associated with the issue of a convertible
bond by Logitech Jersey Ltd, a subsidiary of the Holding Company. As at March 31, 2004, none of the
aforementioned conditional registered shares had been issued.
Note 6 — Significant Shareholders:
The Holding Company’s share capital consists of registered shares. To the knowledge of the Holding
Company, the only beneficial owner holding more than 5% of the voting rights of the Holding Company at
March 31, 2004 is Mr. Daniel Borel, a founder of the Company and its Chairman of the Board, who holds
3,067,000 shares or approximately 6.4%. This includes 40,000 shares registered in the name of Mrs. Sylviane
Borel (Mr. Borel’s wife). Mr. Borel disclaims beneficial ownership of the shares registered in the name of his
wife.
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