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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO. 1
TO
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
o
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
þ
For the fiscal year ended September 30, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     . o
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
o
Date of event requiring this shell company report                     .
Commission file number: 1-15000
Infineon Technologies AG
(Exact name of Registrant as specified in its charter)
Federal Republic of Germany
(Jurisdiction of incorporation or organization)
Am Campeon 1-12,
D-85579 Neubiberg
Federal Republic of Germany

(Address of principal executive offices)
 
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class
 
American Depositary Shares, each representing one ordinary share, notional value €2.00 per share
Ordinary shares, notional value €2.00 per share*
 
* Registered, not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
 
     Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
     
 
     Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 1,086,742,085 ordinary shares, notional value €2.00 per share
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
     Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
     Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
         
U.S. GAAP þ   International Financial Reporting Standards as issued by the International Accounting Standards Board o   Other o
     If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 þ
     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
     (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
 
 

 


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Signatures
Exhibit Index
Exhibit 4.35
Exhibit 12.1
Exhibit 12.2


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Explanatory Note
Infineon Technologies AG (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended September 30, 2003, which was originally filed with the Securities and Exchange Commission on November 21, 2003 (the “Original Filing”), for the sole purpose of filing an unredacted version of the agreement filed as Exhibit 4.35 (the “Agreement”) for which the Company had previously requested confidential treatment. This Amendment No. 1 does not otherwise update any information or disclosure in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing.
The Company is filing the unredacted version of the Agreement to comply with technical requirements of the US securities laws. The Agreement has been superseded in all respects by subsequent agreements and no longer reflects the terms of the currently existing arrangement among the parties to the Agreement.

 


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Signatures
     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.
         
  Infineon Technologies AG
 
 
  /s/ Peter Bauer    
  Peter Bauer   
  Member of the Management Board and
Chief Executive Officer 
 
 
     
  /s/ Dr. Marco Schröter    
  Dr. Marco Schröter   
  Member of the Management Board and
Chief Financial Officer 
 
 
Date: May 18, 2010
Neubiberg, Germany

 


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Exhibit Index
     
Exhibit Number   Description of Exhibit
 
   
4.35
  Amendment 1, dated June 26, 2003, to Shareholder Agreement of ALTIS Semiconductor between Infineon Technologies Holding France and Compagnie IBM France, dated as of June 24, 1999
 
   
12.1
  Certification of chief executive officer pursuant to Exchange Act Rule 13a-14(a)
 
   
12.2
  Certification of chief financial officer pursuant to Exchange Act Rule 13a-14(a)