UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2005
DIALOG SEMICONDUCTOR PLC
(Translation of registrant's name into English)
Neue Strasse 95, D-73230 Kirchheim/Teck-Nabern, Germany
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form-20-F or Form 40-F.)
Form 20-F__X__ Form 40-F_____
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes____ No__X__
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-_________.)
TABLE OF CONTENTS
Part 1 Press Release of Dialog Semiconductor Plc dated May 11, 2005:
"Dialog Semiconductor announces resolutions adopted by shareholders at its
Annual General Meeting held on the 11 May 2005"
May 11, 2005
Dialog Semiconductor Announces Resolutions Adopted by Shareholders at its
Annual General Meeting held on the 11 May 2005
The following resolutions were adopted by Shareholders at Dialog
Semiconductor's Annual General Meeting:
(1) THAT the Company's UK GAAP compliant audited accounts for the year ended
31st December 2004 together with the last directors' report, the last
directors' remuneration report and the Auditors' report on those accounts
and the auditable part of the remuneration report thereon now laid before
this meeting be and they are hereby received. The directors do not propose
to declare a dividend.
(2) THAT the directors' remuneration report and the remuneration policy set out
in the UK GAAP compliant audited accounts of the Company for the year ended
31st December 2004 be and they are hereby approved.
(3) THAT the US GAAP consolidated financial statements for the year ended 31st
December 2004 together with the Auditors' report on those financial
statements thereon now laid before this meeting be and they are hereby
received.
(4) THAT KPMG LLP be and are hereby reappointed Auditors of the Company to hold
office until the next General Meeting at which accounts are laid before the
Company.
(5) THAT the Directors be and are hereby authorised to agree the remuneration
of the Auditors.
(6) THAT Tim Anderson, retiring pursuant to Article 82 of the Company's
Articles of Association (hereinafter every reference to an "Article" shall
mean an Article of the Company's Articles of Association), be and he is
hereby re-elected a Director of the Company.
(7) THAT Michael Risman, retiring pursuant to Article 82, be and he is hereby
re-elected a Director of the Company.
(8) THAT John McMonigall, retiring pursuant to Article 82, be and he is hereby
re-elected a Director of the Company.
(9) THAT Aidan Hughes, retiring pursuant to Article 88, be and he is hereby
re-elected a Director of the Company.
(10) THAT the directors be and they are hereby generally and unconditionally
authorised for the purposes of section 80 of the Companies Act 1985 (the
"Act") to exercise all the powers of the Company to allot relevant
securities (within the meaning of that section) up to an aggregate nominal
amount of (pound)1,500,000 provided that this authority is for a period
expiring at the Company's next Annual General Meeting but the Company may
before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the directors may
allot relevant securities in pursuance of such offer or agreement as if the
authority conferred by this resolution had not expired.
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(11) THAT the Directors be and they are hereby empowered pursuant to section 95
of the Act to allot equity securities for cash pursuant to the authority
conferred by Article 6.1 and resolution 10 above as if section 89(1) of the
Act did not apply to any such allotment, provided that this power shall be
limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders
of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings of such shares, but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation
to fractional entitlements or any legal or practical problems under the
laws of any territory, or the requirements of any regulatory body or stock
exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate
nominal amount of (pound)220,345
and shall expire on the conclusion of the next Annual General Meeting of
the Company after the passing of this resolution or fifteen months from the date
of this resolution, whichever is earlier, save that the Company may, before such
expiry, make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offer or agreement notwithstanding that the
power conferred hereby has expired and in this resolution the expression "equity
securities" and references to the allotment of equity securities shall bear the
same respective meanings as in section 94 of the Act.
Information about Dialog Semiconductor
Dialog Semiconductor develops and supplies power management, audio and
imaging technology, delivering innovative mixed signal standard products as well
as application specific IC solutions for wireless, automotive and industrial
applications. The company's expertise in mixed signal design, with products
manufactured entirely in CMOS technology, enhances the performance and features
of wireless, hand-held and portable electronic products. Its technology is also
used in intelligent control circuits in automotive and industrial applications.
Dialog Semiconductor Plc is headquartered near Stuttgart, Germany with
additional design facilities in the UK, the USA, Austria and Japan. The company
is listed on the Frankfurt (FWB: DLG) and NASDAQ (DLGS) stock exchanges.
Contact
Dialog Semiconductor
Birgit Hummel
Neue Strasse 95
D-73230 Kirchheim/Teck - Nabern
Telephone +49-7021-805-412
Fax +49-7021-805-200
E-mail birgit.hummel@diasemi.com
Internet www.dialog-semiconductor.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIALOG SEMICONDUCTOR PLC
Date May 11, 2005 By /s/ ROLAND PUDELKO
-------------------
Roland Pudelko
Executive Director, CEO and President