FORM 20-F THOMSON multimedia - Technicolor

our shares and have a nominal value of 0 72.67 each. Our 2002 OCEANEs due 2008 are
convertible into, or exchangeable for, 14,814,815 of our shares and have a nominal value of 0 40.50
each. The stock options we issued in 2001 are exercisable into 3,540,300 of our shares between
2004 and 2011.
Assuming (i) the shares offered to our qualifying current and former employees in our upcoming
employee offering are fully subscribed, (ii) all of the 2000 OCEANEs and 2002 OCEANEs are
converted into newly issued shares and are held by the public and (iii) all stock options issued under
our Stock Option Plan Number 2 are exercised, our share capital would increase to 310,144,008
shares and Thomson S.A.’s stake in our share capital would be diluted to 18.99%.
In addition, pursuant to the agreements with Carlton in connection with the acquisition of
Technicolor, and as approved by the shareholders on March 12, 2001, we will pay U.S.$600 million
(plus interest) in the aggregate over four years in four equal installments on the first, second, third
and fourth anniversaries of the closing starting on March 16, 2002. However, we may pay up to half
of the amount of these annual installments in the form of our shares. The first of these installments
was fully paid in cash.
Recent changes in share capital
During 2001 and early 2002, the shareholder stakes of several strategic partners and Thomson
S.A. were reduced as a result of open market sales and placements, as described below:
) On March 15, 2001, NEC sold 3 million of our shares on the market. The shares were placed
with institutional investors. Following this transaction, NEC held 5.25% of our outstanding
share capital, based on the number of the outstanding shares at this date.
) On March 16, 2001, we issued notes to Carlton that were reimbursed on March 16, 2002 in
15.5 million shares, or 5.5% of our outstanding share capital at this date. On November 29,
2001, Carlton issued bonds to a number of institutional investors exchangeable for
15.5 million of our shares, subject to certain adjustments.
) On July 31, 2001, DIRECTV sold 4.1 million of our shares. The shares have been placed with
institutional investors. Following this transaction, DIRECTV held 3.3% of our outstanding share
capital, based on the number of outstanding shares on this date.
) On December 6, 2001, Alcatel sold 3.7 million of our shares through a placement to
institutional investors. Following this transaction, Alcatel held 3.64% of our outstanding share
capital, based on the number of outstanding shares on this date.
) During 2001, Microsoft sold 4 million of our shares and almost 1 million shares in early 2002.
) On March 7, 2002, Thomson S.A. sold 36,160,000 of our shares through a placement to
institutional investors. Following this transaction (and taking into account the 15.5 million
shares issued to Carlton on March 16, 2002), Thomson S.A. held 22.42% of our outstanding
share capital, based on the number of outstanding shares on this date.
Historical distribution of share capital
From the time of our formation until December 1998, we had been fully held by Thomson S.A.,
which is wholly owned by the French State. Thomson S.A.’s interest in Thomson as a percentage of
outstanding share capital declined significantly in 1999, 2000 and 2001 as a result of dilution and
sales on the market. On December 31, 2001, Thomson S.A. held 37.98% of our outstanding share
capital, based on the number of then outstanding shares.
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