FORM 20-F THOMSON multimedia - Technicolor

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number of outstanding shares. The number of outstanding shares may be reduced either by an exchange of shares or by the repurchase and cancellation of shares. In the case of a capital reduction, through a reduction of the number of outstanding shares other than a reduction to absorb losses or a reduction as part of a program to purchase our own shares, all holders of shares must be offered the possibility to participate in such a reduction. Holders of each class of shares must be treated equally unless each affected shareholder agrees otherwise. Preferential subscription rights According to the French Commercial Code, if we issue specific kinds of additional securities, current shareholders will have preferential subscription rights to these securities on a pro rata basis. These preferential rights require us to give priority treatment to those shareholders. The rights entitle the individual or entity that holds them to subscribe to an issue of any securities that may increase the share capital of our company by means of a cash payment or a set-off of cash debts. Preferential subscription rights are transferable during the subscription period relating to a particular offering. These rights may also be listed on Euronext Paris. A two-thirds majority of the votes appertaining to the shares entitled to vote at an extraordinary general meeting may waive the preferential subscription rights of all shareholders with respect to any particular offering or a portion of that offering. French law requires that the Board of Directors and our independent auditors present reports that specifically address any proposal to waive preferential subscription rights. In the event of a waiver, the issue of securities must be completed within the period prescribed by law. The shareholders may also decide at an extraordinary general meeting to give the existing shareholders a non-transferable priority right to subscribe to the new securities, during a limited period of time. Shareholders also may notify us that they wish to waive their own preferential subscription rights with respect to any particular offering if they so choose. Form, Holding and Transfer of shares Form of shares Our statuts provide that the shares may be held in registered or bearer form at the holder’s election. Our statuts also provide that any person holding more than 2% of our share capital must within fifteen days of passing this threshold request that its shares be converted into registered form. Holding of shares In accordance with French law concerning dematerialization of securities, shareholders’ ownership rights are represented by book entries instead of share certificates. We maintain a share account with Euroclear France (a French clearing system, which holds securities for its participants) for all shares in registered form, which is administered by Crédit Agricole Indosuez. In addition, we maintain separate accounts in the name of each registered shareholder either directly, or, at a shareholder’s request, through the shareholder’s accredited intermediary. Each shareholder account shows the name of the holder and the number of shares held and, in the case of shares held through an accredited intermediary, shows that they are so held. Crédit Agricole Indosuez, as a matter of course, issues confirmations to each registered shareholder as to shares registered in the shareholder’s account, but these confirmations are not documents of title. Shares held in bearer form are held on the shareholder’s behalf in an account maintained by an accredited intermediary and are registered in an account which the accredited intermediary maintains with Euroclear France. That account is separate from our company’s share account with Euroclear France. Each accredited intermediary maintains a record of shares held through it and will issue certificates of deposit for the shares that it holds. Shares held in bearer form may only be transferred through accredited intermediaries and Euroclear France. Our statuts permit us to request 86
that Euroclear France provide us at any time with the identity of the holders of our shares or other securities granting immediate or future voting rights, held in bearer form, and with the number of shares or other securities so held. Also, we may request any legal person (personne morale) who holds more than 2.5% of our shares, to disclose the name of any person who owns, directly or indirectly, more than a third of its share capital or of its voting rights. Transfer of shares Registered shares must be converted into bearer form before being transferred on the Euronext Paris and, accordingly, must be registered in an account maintained by an accredited intermediary. A shareholder may initiate a transfer by giving instructions to the relevant accredited intermediary. For dealings on Euronext Paris, a tax assessed on the price at which the securities were traded, or impôt sur les opérations de bourse, is payable at the rate of 0.3% on transactions of up to 0 153,000 and at a rate of 0.15% thereafter. This tax is subject to a rebate of 0 23 per transaction and a maximum assessment of 0 610 per transaction. However, non-residents of France are not required to pay this tax. In addition, a fee or commission is payable to the broker involved in the transaction, regardless of whether the transaction occurs within or outside France. No registration duty is normally payable in France, unless a transfer instrument has been executed in France. Liquidation Rights If we are liquidated, any assets remaining after payment of our debts, liquidation expenses and all of our remaining obligations will be distributed first to repay in full the nominal value of our shares. Any surplus will be distributed pro rata among shareholders in proportion to the nominal value of their shareholdings. Requirements for Holdings Exceeding Certain Percentages The French Commercial Code provides that any individual or entity, acting alone or in concert with others, that becomes the owner, directly or indirectly, of more than 5%, 10%, <strong>20</strong>%, 331 /3%, 50% or 662 /3% of the outstanding shares or voting rights of a listed company in France, such as our company, or that increases or decreases its shareholding or voting rights above or below any of those percentages, must notify the company within fifteen calendar days of the date it crosses the threshold, of the number of shares it holds (directly or in the form of ADSs or by an intermediary as described in ‘‘— Attendance and Voting at Shareholders’ Meetings’’) and their voting rights. The individual or entity must also notify the CMF within five trading days of the date it crosses the threshold. French law and the COB regulations impose additional reporting requirements on persons who are increasing their ownership above 10% or <strong>20</strong>% of the outstanding shares or voting rights of a listed company. These persons must file a report with the company, the COB and the CMF within 15 days of the date they cross the threshold. In the report, the acquirer must specify its intentions for the following 12-month period, including whether or not it intends to continue its purchases, to acquire control of the company in question or to seek nomination to the board of directors. The CMF makes the notice public. The acquirer must also publish a press release stating its intentions in a financial newspaper of national circulation in France. The acquirer may amend it stated intentions, provided that it does so on the basis of significant changes in its own situation or shareholders. Upon any change of intention, it must file a new report. Under CMF regulations, and subject to limited exemptions granted by the CMF, any person or persons acting in concert owning in excess of 331 /3% of the share capital or voting rights of a French listed company must initiate a public tender offer for the balance of the share capital of such company. The regulations provide for some exceptions to the rule. If any person fails to comply with the legal notification requirement, the shares or voting rights in excess of the relevant threshold will be deprived of voting rights for all shareholders’ meetings until 87
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As filed with the Securities and Ex
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INTRODUCTION In this Annual Report
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PART I ITEM 1 — IDENTITY OF DIREC
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1997 1998 1999 2000 2001 (1) 2001 1
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B — Exchange Rate Information Our
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we have limited operating history,
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projects that such shareholder may
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publishers, network operators and e
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division. Our relative decrease in
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we initiated at the end of 2001 our
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approval. Nextream combines busines
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) Digital Optical Components We pro
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our presence with global retailers
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product. Through Nextream, we will
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) Within personal media services, w
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We have obtained significant price
Page 33 and 34:
Location Division Products Asia: Ba
Page 35 and 36: ITEM 5 — OPERATING AND FINANCIAL
Page 37 and 38: and 10% in 1999. The acquisition of
Page 39 and 40: Accordingly, under U.S. GAAP, the g
Page 41 and 42: effect of the events of September 1
Page 43 and 44: labor costs resulting from the impl
Page 45 and 46: Our operating income under U.S. GAA
Page 47 and 48: offerings, the accounting treatment
Page 49 and 50: GROWL in the United States. These p
Page 51 and 52: Other income and expense Other inco
Page 53 and 54: In evaluating our cash flow perform
Page 55 and 56: Guarantees given by subsidiaries of
Page 57 and 58: ITEM 6 — DIRECTORS, SENIOR MANAGE
Page 59 and 60: Initially Other business Principal
Page 61 and 62: Charles Dehelly was appointed Chief
Page 63 and 64: The following table, sets forth the
Page 65 and 66: French subsidiaries will pay bonuse
Page 67 and 68: our shares and have a nominal value
Page 69 and 70: exclusive right to grant licenses t
Page 71 and 72: In connection with the investigatio
Page 73 and 74: consumers who acquired certain tele
Page 75 and 76: are also permitted to offer investo
Page 77 and 78: The tables below set forth, for the
Page 79 and 80: ITEM 10 — ADDITIONAL INFORMATION
Page 81 and 82: general meeting affecting these rig
Page 83 and 84: oth for a period of up to five year
Page 85: an ordinary general meeting, or by
Page 89 and 90: The shareholders, at an extraordina
Page 91 and 92: This discussion is intended only as
Page 93 and 94: ) a tax-exempt organization, ) a li
Page 95 and 96: A simplified certificate must state
Page 97 and 98: ITEM 11 — QUANTITATIVE AND QUALIT
Page 99 and 100: Sensitivity To Exchange Rate Fluctu
Page 101 and 102: December 31, 2000 December 31, 2001
Page 103 and 104: ITEM 17 — FINANCIAL STATEMENTS No
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