Logitech 2004 Annual Report Download - page 18

2. Capital Structure
2.1 Share Capital
As of March 31, 2004, Logitech International S.A.’s nominal share capital was CHF 47,901,655
($33.4 million), consisting of 47,901,655 registered shares with a par value of CHF 1 each.
An additional 10 million registered shares have been authorized for issuance by the shareholders. In
addition, conditional share capital designated to cover employee and director option and stock purchase plan
rights amounted to CHF 15,165,465 and conditional capital designated to cover conversion rights granted in
connection with the issue of convertible bonds amounted to CHF 2,725,000. Refer to section 2.2 for more
information on the Company’s authorized and conditional capital.
2.2 Details on the Company’s Authorized and Conditional Share Capital
Authorized share capital. Pursuant to Article 27 of the Company’s Articles of Incorporation, the Board is
authorized to increase the share capital of the Company by CHF 10,000,000 through the issuance of 10 million
registered shares with a par value of CHF 1 each, to be fully paid-in. This authorization expires on June 27, 2004,
and the Company is seeking approval from its shareholders at its June 2004 Annual General Meeting to renew
this authorization for an additional two years. The Board of Directors may restrict the shareholders’ right to
subscribe to the newly issued shares by preference, in particular if the shares are issued in connection with an
acquisition or merger, the financing of an acquisition or merger, or the placement of shares on the international
markets. The unexercised preferential subscription rights revert to the Company and may be used by the Board of
Directors in the interest of the Company. The Board sets the price at which the shares will be issued, the manner
in which the newly issued shares must be paid-in, and the conditions under which preferential subscription rights
can be exercised.
First conditional share capital.Pursuant to Article 28 of the Company’s Articles of Incorporation, the
share capital of the Company may be increased by CHF 15,165,465 through the issuance of up to 15,165,465
registered shares with a par value of CHF 1 each. The purpose of this conditional share capital is to cover option
rights granted or other equity rights that may be granted to employees, officers and directors of Logitech under
the 1988 Stock Option Plan, the 1996 Stock Plan and the 1996 Employee Share Purchase Plan (refer to section
2.7 for information on Logitech’s stock purchase and stock option plans). The conditional share capital increase
does not have an expiration date. The shareholders do not have the preferential right to subscribe to the newly
issued shares.
Second conditional share capital.Pursuant to Article 29 of the Company’s Articles of Incorporation, the
share capital of the Company may be increased by CHF 2,725,000 through the issuance of up to 2,725,000
registered shares with a par value of CHF 1 each, to be fully paid-in. The purpose of this conditional share capital
is to cover conversion rights granted in connection with the issue of Logitech’s convertible bonds. The
conditional share capital increase does not have an expiration date. The shareholders do not have the preferential
right to subscribe to the newly issued shares. The Board may restrict the shareholders’ right to subscribe for
newly issued convertible bonds by preference if the issuance is made to finance or refinance an acquisition. To
the extent that the shareholders do not have the preferential subscription right for the convertible bonds, (1) the
bonds must be placed with the public at market conditions, (2) conversion rights may not be exercisable more
than five years following issuance of the bonds, and (3) the conversion price for the new shares must at least
correspond to the market conditions prevailing at the time of issuance of the bonds. Refer to section 2.7 for
information regarding the conversion rights of the convertible bonds.
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