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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 April 21, 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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DIALOG SEMICONDUCTOR Plc.: Notice of Annual General Meeting
MUNICH--(BUSINESS WIRE)--April 21, 2006--
Dialog Semiconductor Plc. / AGM/EGM
21.04.2006
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 Chichester House, 278-282 High Holborn, London WC1V
7HA on Wednesday 17th May 2006 at 9.00 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 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."
By Order of the Board
Tim Anderson
Secretary
April 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 and 15 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: o 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; o
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; o 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 o 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. Approval for continuance of the
Non-Executive Directors 2006 Share Option Scheme will be sought from
shareholders at the Company's Annual General Meeting every two years from the
date of this Annual General Meeting.
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"). 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. Thereafter 20,000 options will be granted
annually to each Non-Executive Director as soon as practicable following the AGM
("Annual Grant").
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. 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:
o 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; o The options will be priced at market price at the date of
grant; o The options will be exercisable for 7 years; o 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; o If
there is a change of control of the Company and the requirement for a given
Director to serve on the Board is terminated: o 50% of any non-vested options in
respect of the Initial Grant shall accelerate to vesting; and o 100% of any
non-vested options in respect of any Annual Grant shall accelerate to vesting; o
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 which is equivalent to 5% of the
Company's issued ordinary share capital of 46,068,930 shares.
Resolution 15 - Amendment to 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.
DGAP 21.04.2006
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language: English
company: 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
stockmarkets: Geregelter Markt in Frankfurt (Prime Standard); Foreign
Exchange(s) Nasdaq
End of News DGAP News-Service
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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 April 21, 2006 By /s/ Jalal Bagherli
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Dr. Jalal Bagherli
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Executive Director and CEO
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