Registration Statement

As filed with the Securities and Exchange Commission on March 31, 2011

Registration No. 333                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NXP Semiconductors N.V.

(Exact name of Registrant as specified in its charter)

 

The Netherlands   3674   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

High Tech Campus 60

5656 AG Eindhoven

The Netherlands

Tel: +31 40 2729233

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

James N. Casey

1109 McKay Drive

M/S 54SJ

San Jose, CA 95131-1706

United States

Tel: +1 408 434 3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Nicholas J. Shaw   Paul Etienne Kumleben

Simpson Thacher & Bartlett LLP

CityPoint

One Ropemaker Street

London EC2Y 9HU

England

  

Davis Polk & Wardwell LLP

99 Gresham Street

London EC2V 7NG

England

 

 

Approximate date of commencement of proposed sale to the public:

As soon as possible after this registration statement becomes effective

 

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨     
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 333-172713   x     
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨     
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨     

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

         Amount to be
registered(1)(3)		         Proposed maximum
aggregate offering
price(2)		         Amount of
registration fee

Shares of common stock, par value €0.20

        5,681,000        $170,827,670        $19,833.09
 
 
(1) Includes 4,431,000 shares that the underwriters have the option to purchase to cover overallotments.
(2) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices for the registrant’s common stock on March 29, as reported on the NASDAQ Global Select Market.
(3) Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the securities initially registered pursuant to Registration Statement No. 333-172713. A total of 28,750,000 of securities were registered under Registration Statement No. 333-172713. In no event will the aggregate amount of all securities issued by the registrant pursuant to this Registration Statement and Registration Statement No. 333-172713 exceed 34,431,000.

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act, 1933 as amended.

 

 

 

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Rule 462(b)”). Pursuant to Rule 462(b), the contents of the registration statement on Form F-1 (File No. 333-172713) of NXP Semiconductors N.V., which was declared effective by the Securities and Exchange Commission on March 30, 2011, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference to this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F–1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Eindhoven, the Netherlands on March 31, 2011.

 

NXP Semiconductors N.V.
By:   *
Name:   Richard L. Clemmer
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-1 has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature

   

Title

  

Date

*

Richard L. Clemmer

   

Chief Executive Officer and Director

(Principal executive officer)

   March 31, 2011

*

Karl-Henrik Sundström

   

Chief Financial Officer

(Principal financial and

accounting officer)

   March 31, 2011

*

Sir Peter Bonfield

    Non-executive Director and Chairman of the Board   March 31, 2011

*

Johannes P. Huth

    Non-executive Director and
Vice-Chairman of the Board		   March 31, 2011

*

Nicolas Cattelain

    Non-executive Director   March 31, 2011

*

Eric Coutinho

    Non-executive Director   March 31, 2011

*

Egon Durban

    Non-executive Director   March 31, 2011

*

Kenneth A. Goldman

    Non-executive Director   March 31, 2011

*

Josef Kaeser

    Non-executive Director   March 31, 2011

*

Ian Loring

    Non-executive Director   March 31, 2011

Signature

   

Title

  

Date

*

Michel Plantevin

    Non-executive Director   March 31, 2011

*

Richard Wilson

    Non-executive Director   March 31, 2011

 

*By:   /s/ Guido Dierick
  Guido Dierick
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of NXP Semiconductors N.V., has signed this registration statement in San Jose, CA, on March 31, 2011.

 

NXP Semiconductors N.V.
Authorized Representative in the United States
By:   /s/ James N. Casey
Name:   James N. Casey

EXHIBIT INDEX

All exhibits filed with or incorporated by reference in this registration statement No. 333-172713 are incorporated by reference into, and shall be deemed a part of, this registration statement, except the following, which are filed herewith.

 

Exhibit No.

     

Description of Exhibit

    5.1       Opinion of De Brauw Blackstone Westbroek N.V. regarding the validity of the shares of common stock being registered
  23.1       Consent of KPMG Accountants N.V.
  23.2       Consent of Deloitte Accountants B.V.
  23.3       Consent of PricewaterhouseCoopers LLP
  23.4       Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1)