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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For May 26, 2006, 2006
COMMISSION FILE NUMBER 5-59311
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DIALOG SEMICONDUCTOR PLC
(Translation of registrant's name into English)
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Neue Strasse 95
D-73230 Kirchheim/Teck-Nabern, Germany
(Address of principal executive office)
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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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes [ ] No [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes [ ] No [X]
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-__
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Notice of AGM
MUNICH--(BUSINESS WIRE)--May 26, 2006--
DIALOG SEMICONDUCTOR Plc.: Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that a General Meeting of Dialog Semiconductor
Plc (the "Company") will be held at Holborn Gate, 26 Southampton
Buildings, London WC2A 1PB on Monday 19th June 2006 at 11.00 a.m. for
the purpose of transacting the following business:
To consider, and if thought fit, to pass the following Resolutions
which will be proposed as ORDINARY RESOLUTIONS:
RESOLUTION 1 - Receipt of the IFRS compliant report and accounts
To receive the Company's audited accounts for the year ended 31st
December 2005 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.
RESOLUTION 2 - Directors' Remuneration Report
THAT the Directors' remuneration report and the remuneration policy
set out in the audited accounts of the Company for the year ended 31st
December 2005 be and they are hereby approved.
RESOLUTION 3 - Reappointment of the Auditors
THAT KPMG LLP be and are hereby reappointed Auditors of the Company to
hold office until the conclusion of the next Annual General Meeting at
which accounts are laid before the Company.
RESOLUTION 4 - Authority to agree the Auditors' remuneration
THAT the Directors be and they are hereby authorised to agree the
remuneration of the Auditors.
RESOLUTION 5 - Re-election of Jan Tufvesson as Director of the Company
THAT Jan Tufvesson retiring pursuant to Article 82 of the Company's
Articles of Association ("Articles") be and is hereby re-elected a
Director of the Company.
RESOLUTION 6 - Re-election of Greg Reyes as Director of the Company
THAT Greg Reyes retiring pursuant to Article 82 of the Company's
Articles be and is hereby re-elected a Director of the Company.
RESOLUTION 7 - Re-election of Michael Glover as Director of the
Company
THAT Michael Glover retiring pursuant to Article 82 of the Company's
Articles be and is hereby re-elected a Director of the Company.
RESOLUTION 8 - Re-election of Jalal Bagherli as Director of the
Company
THAT Jalal Bagherli retiring pursuant to Article 88 of the Company's
Articles be and is hereby re-elected a Director of the Company.
RESOLUTION 9 - Re-election of Peter Weber as Director of the Company
THAT Peter Weber retiring pursuant to Article 88 of the Company's
Articles be and is hereby re-elected a Director of the Company.
RESOLUTION 10 - Dialog Semiconductor Plc 1998 Share Option Scheme
THAT the amendments to the rules of the Dialog Semiconductor Plc Share
Option Scheme adopted by the Company in 1998 ("1998 Share Option
Scheme"), summarised in the explanatory notes to this Notice of Annual
General Meeting and any consequential amendments which the Directors
deem necessary or desirable to give effect to such amendments, be and
are hereby approved.
RESOLUTION 11 - Dialog Semiconductor Plc Inland Revenue Approved
Company Share Option Plan
THAT the amendments to the rules of the Dialog Semiconductor Plc
Inland Revenue Approved Company Share Option Plan ("Inland Revenue
Share Option Plan"), summarised in the explanatory notes to this
Notice of Annual General Meeting and any consequential amendments
which the Directors deem necessary or desirable to give effect to such
amendments, be and are hereby approved, subject to and conditional on
the approval by HM Revenue and Customs of such amendments and subject
to any such alterations to those amendments that may be required by HM
Revenue and Customs to ensure that the Inland Revenue Share Option
Plan continues to be approved under the Income Tax (Earnings and
Pensions) Act 2003.
RESOLUTION 12 - Dialog Semiconductor Plc Non-Executive Directors 2006
Share Option Scheme
THAT the Dialog Semiconductor Plc Non-Executive Directors 2006 Share
Option Scheme ("Non-Executive Directors 2006 Share Option Scheme") the
principal terms of which are summarised in the explanatory notes to
this Notice of Annual General Meeting be and is hereby approved and
that the Directors be and are hereby authorised to do all acts and
things which they may consider necessary or desirable to carry the
Non-Executive Directors 2006 Share Option Scheme into effect.
RESOLUTION 13 - Section 80 Authority to allot shares
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)1,550,000 for a period
expiring at the conclusion of the Company's next Annual General
Meeting provided that 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.
To consider, and if thought fit, to pass the following Resolutions
which will be proposed as SPECIAL RESOLUTIONS:
RESOLUTION 14- Disapplication of pre-emption rights
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 of the Articles and resolution
13 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) in connection with the allotment of equity securities pursuant to
the Non-Executive Directors 2006 Share Option Scheme up to an
aggregate nominal amount of (pound)50,000; and
(c) otherwise than pursuant to sub-paragraphs (a) or (b) above up to
an aggregate nominal amount of (pound)230,345, and shall expire at 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.
RESOLUTION 15 - Amendment to Article 107 of the Company's Articles of
Association
Subject to the passing in general meeting of Resolution 12 above, that
Article 107 of the Company's Articles be deleted and replaced with the
following:
"The ordinary remuneration of the Directors who do not hold executive
office for their services (excluding amounts payable under any other
provision of these Articles and excluding the value of any options
granted to them pursuant to any share option scheme approved by
ordinary resolution of the Company) shall not exceed in aggregate
(pound)250,000 per annum or such higher amount as the Company may from time
to time by ordinary resolution determine. Subject thereto, each such
Director shall be paid a fee (which shall be deemed to accrue from day
to day) at such rate as may from time to time be determined by the
board."
RESOLUTION 16 - Amendment to Article 151 of the Company's Articles of
Association
That Article 151 be deleted and replaced with the following wording:
"The Company shall indemnify the directors and other officers of the
Company in respect of any proceedings, whether civil or criminal,
brought against them by reason of their being directors or officers of
the Company pursuant to, and to the fullest extent permitted by, the
Act."
By Order of the Board
Tim Anderson
Secretary
May 2006
Dialog Semiconductor Plc
Chichester House
278-282 High Holborn
London WC1V 7HA
Important Notes
Proxy
A shareholder entitled to attend and vote at the meeting is entitled
to appoint a proxy or more than one proxy to attend and vote instead
of him or her. A proxy need not be a shareholder.
In order to make voting for shareholders easier, Dialog Semiconductor
Plc has appointed an Independent Proxy Agent to exercise shareholders'
voting rights according to their written instructions at the AGM 2006.
In order to exercise voting rights by proxy or through the Independent
Proxy Agent, go to http://www.dialog-semiconductor.com/agm2006/ where
shareholders will find further information and the proxy form. In
addition to completing the proxy form shareholders must register for
the meeting no later than 48 hours prior to the meeting. In order to
register shareholders must instruct their depository bank to send
their deposit receipt to Clearstream Banking AG, Neue Borsenstr. 1,
60487 Frankfurt/Main, Germany, Fax: *49 (0)69/211-14240. Shareholders
will then receive an admission ticket to the AGM which they should
give to their proxy.
The Independent Proxy Agent at the AGM will be Martina Zawadzki who
may be contacted by email: dialog@art-of-conference.de.
Personal Attendance
Shareholders wishing to attend the AGM should register for the meeting
no later than 48 hours prior to the meeting. In order to register
shareholders must instruct their depository bank to send their deposit
receipt to Clearstream Banking AG, Neue Borsenstr. 1, 60487
Frankfurt/Main, Germany, Fax: *49 (0)69/211-14240. Shareholders will
then receive an admission ticket to the AGM.
Explanatory Notes
Resolutions
Resolutions 1 to 13 are proposed as ordinary resolutions. To pass
these resolutions more than 50% of the votes cast on each resolution
must be in favour. Resolutions 14 to 16 are proposed as special
resolutions. To pass special resolutions not less than 75% of the
votes cast on the resolution must be in favour.
Resolutions 1 and 2
The Company's IFRS compliant audited accounts for the year ended 31
December 2005 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 are
available on the Company's website
http://www.dialog-semiconductor.com/agm2006/. Please note that the
Directors do not propose to declare a dividend.
Resolutions 5 to 7 - Re-election of Directors
Jan Tufvesson, Greg Reyes and Michael Glover are retiring by rotation
and offering themselves for reappointment in accordance with the
Company's Articles.
Resolutions 8 and 9 - Re-election of Directors
Jalal Bagherli and Peter Weber are required by the Company's Articles
to retire at the AGM and seek reappointment, as they were appointed to
the Board since the last AGM.
Resolutions 10 and 11- Dialog Semiconductor Plc 1998 Share Option
Scheme and Dialog Semiconductor Plc Inland Revenue Approved Share
Option Plan
The Directors of the Company wish to amend the rules of the Company's
1998 Share Option Scheme and Inland Revenue Share Option Plan so that
they better accord with what the Directors consider to be current
market practice and to provide the Company's employees with a more
competitive compensation package.
A summary of the proposed amendments to the two schemes is as follows:
-- It is proposed that there will be a reduction in the option period
from ten to seven years for options granted after adoption of the
proposed amendments ("New Options"). The directors consider that
this amendment will benefit the Company by reducing the length of
the Company's liability in respect of New Options;
-- It is proposed that the period in which Long Options (being those
Long Options granted after adoption of the proposed amendments)
may be exercised, will be reduced from five to four years. The
Directors believe that this will make the existing share option
schemes more competitive;
-- It is proposed that a new rule be inserted into both schemes
making it clear that all New Options will vest (meaning to be
exercisable) on a monthly, linear basis (it should be noted that
currently the options vest annually). The Directors consider that
monthly vesting will be more attractive to employees; and
-- It is proposed that the Directors may grant options during any
period which is not a close period.
It should be noted that the proposed amendments to the Company's
Inland Revenue Share Option Plan are subject to and conditional on
approval by HM Revenue and Customs.
Resolution 12 - Dialog Semiconductor Plc Non-Executive Directors 2006
Share Option Scheme
The Directors of the Company consider it desirable to introduce a new
share option scheme in order to attract and retain Non-Executive
Directors of the calibre required by the Company. The aim of
Resolution 12 is to give the shareholders of the Company the
opportunity to approve the Non-Executive Directors 2006 Share Option
Scheme.
The Company is seeking to create an increasingly international board
of executive and non-executive directors to meet the challenges of the
markets in which it operates. The Company is also seeking, at a
prudent level, to align an element of the Board's compensation with
value creation in the Company. In order to achieve this, it is
proposed that the overall remuneration package for non-executive
directors should be adjusted to include a stock option scheme. The
scheme would be coupled with a reduction in fixed cash compensation.
In due course the cash compensation levels may increase but will
remain within the current maximum set out in the Articles of (pound)250,000
per year in the aggregate for all non-executive directors unless an
increase in this aggregate figure is approved by the shareholders.
It is intended that there will be an initial grant of 50,000 options
to each existing Non-Executive Director following shareholder approval
of the Non-Executive Directors 2006 Share Option Scheme and to each
new Non-Executive Director on joining the Board ("Initial Grant").
Thereafter 20,000 options will be granted annually to each
Non-Executive Director as soon as practicable following the AGM
("Annual Grant"). It should be noted that pursuant to the Articles of
Association of the Company the maximum number of Directors at any one
time is ten.
The number of shares over which options can be granted under the
Company's 1998 Share Option Scheme and Inland Revenue Share Option
Plan for employees, is limited to 15%, after issue, of the Company's
issued share capital from time to time. It is proposed that options
granted pursuant to the Non-Executive Directors 2006 Share Option
Scheme shall be in addition to and not form part of that 15% limit.
However, the Board undertakes that the aggregate number of employee
and Non-Executive Director options granted and unexercised shall not
exceed such 15% limit in the period prior to the 2008 AGM. At the 2008
AGM approval will be sought from shareholders as to the continuance of
the Non-Executive Directors 2006 Share Option Scheme and, if
appropriate, any increase in the 15% limit. For information, as at 31
December 2005, approximately 8% of the Company's issued share capital
is under option to employees.
A summary of the rules of the Non-Executive Directors 2006 Share
Option Scheme is as follows:
-- The Initial Grant of options shall vest in a linear manner, month
on month, over 4 years. The Annual Grant will vest in a linear
manner, month on month, over 12 months;
-- The options will be priced at market price at the date of grant;
-- The options will be exercisable for 7 years;
-- Vested options will lapse, if not by then exercised, 6 months
after a Director has left the Board. No further options shall vest
following such Director leaving the Board;
-- If there is a change of control of the Company and the requirement
for a given Director to serve on the Board is terminated:
-- 50% of any non-vested options in respect of the Initial Grant
shall accelerate to vesting; and
-- 100% of any non-vested options in respect of any Annual Grant
shall accelerate to vesting;
-- On exercise of options, any tax and/or national insurance payable
by the option holder will be met by the relevant option holder.
Resolution 13 - Section 80 Authority to allot shares
The aim of Resolution 13 is to renew the Directors' authority to issue
shares until the conclusion of the next AGM up to an aggregate nominal
value of (pound)1,550,000 equating to 15,500,000 shares. The nominal amount
of relevant securities to which this authority will relate represents
the aggregate of approximately one third of the issued share capital
of the Company together with a nominal amount of (pound)50,000 equating to
500,000 shares relating to the Initial Grant of options pursuant to
the Non-Executive Directors 2006 Share Option Scheme. If the
Non-Executive Directors 2006 Share Option Scheme is not approved
pursuant to resolution 12 the Directors do not propose a reduction in
the section 80 Authority.
Resolution 14 - Disapplication of pre-emption rights
If Directors wish to issue shares they have to abide by the statutory
pre-emption right in the Companies Act 1985 (the "Act"). This means
that Directors have to offer any shares they want to issue to existing
shareholders first. Resolution 14 seeks to give the Directors
authority to disapply the statutory pre-emption where, inter alia, the
share issue relates to a "rights" issue (in which case all
shareholders would be made an offer to participate anyway) or where
allotment is limited to the allotment of equity securities pursuant to
the Non-Executive Directors 2006 Share Option Scheme or where the
allotment is limited to the allotment of equity securities having a
maximum aggregate nominal value of (pound)230,345 equating to 2,303,450
shares which is equivalent to 5% of the Company's issued ordinary
share capital of 46,068,930 shares.
Resolution 15 - Amendment to Article 107 of the Company's Articles of
Association
Article 107 of the Company's Articles currently limits the ordinary
remuneration of Non-Executive Directors (excluding amounts payable
under any other provision of the Articles) in aggregate to (pound)250,000
per annum. It is proposed that Article 107 of the Articles be deleted
and replaced with a new Article to make it clear that the aggregate
limit of ordinary remuneration of (pound)250,000 payable annually to the
Non-Executive Directors, excludes the value of any options granted to
such Directors pursuant to an option scheme approved by ordinary
resolution of the shareholders. This exclusion will therefore apply to
options granted under the Non-Executive Directors 2006 Share Option
Scheme proposed in resolution 12.
Resolution 16 - Amendment to Article 151 of the Company's Articles of
Association
Article 151 relates to the indemnity given by the Company to directors
and officers of the Company in respect of claims made against them in
that capacity. The new proposed wording of Article 151 reflects recent
changes in English company law allowing directors enhanced protection.
Dialog Semiconductor Plc
Neue Strasse 95
D-73230 Kirchheim/Teck - Nabern
Telephone: +49-7021-805-412
Fax: +49-7021-805-200
E-mail: info@dialog-semiconductor.de
www.dialog-semiconductor.de
Language: English
Issuer: Dialog Semiconductor Plc.
Neue Strasse 95
73230 Kirchheim/Teck-Nabern Deutschland
Phone: +49 7021 805-0
Fax: +49 7021 805-100
email: martin.kloeble@diasemi.com
WWW: www.diasemi.com
ISIN: GB0059822006
WKN: 927200
indices: MIDCAP, PRIMEALL, TECHALLSHARE
Listed: Geregelter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin-Bremen, Dusseldorf, Stuttgart,
Munchen, Hamburg; Foreign Exchange(s) Nasdaq
CONTACT: Dialog Semiconductor Plc.
Birgit Hummel, +49 7021-805 412
birgit.hummel@diasemi.com
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.
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DIALOG SEMICONDUCTOR PLC
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Date May 26, 2006 By /s/ Jalal Bagherli
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Dr. Jalal Bagherli
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Executive Director and CEO
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