FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: January 2005
Commission File Number: 0-27298
BE SEMICONDUCTOR INDUSTRIES N.V.
(Exact name of registrant as specified in its charter)
Marconilaan 4
5151 DR Drunen
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover 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): [ ]
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): [ ]
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant 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-___________
On January 28, 2005, BE Semiconductor Industries N.V. (the "Company")
issued and sold (euro)46.0 million aggregate principal amount of the Company's
5.5% convertible notes due 2012 (the "Notes").
The Notes bear interest at a rate of 5.5% per annum payable semi-annually,
with the first payment being made on July 28, 2005. The Notes, with an initial
conversion price of (euro)5.125, mature on January 28, 2012 at a price equal to
100% of the principal amount. If the Notes are not converted prior to January
28, 2009, and the price of the Company's ordinary shares exceeds 130% of the
then effective conversion price, the Company may redeem the outstanding Notes.
A copy of the prospectus (the "Prospectus") pursuant to which the Notes
were offered was delivered to all of the purchasers of the Notes prior to the
sale thereof. The Prospectus is attached hereto as Exhibit 10.1. The foregoing
description of the Notes does not purport to be complete and is qualified in its
entirety by reference to the Prospectus.
On January 12, 2005, the Company issued a press release announcing the
final terms pursuant to which the Notes would be issued. A copy of such press
release is attached hereto as Exhibit 99.1. On January 13, 2005, the Company
issued a press release announcing that Morgan Stanley & Co. International
Limited had exercised the option granted by the Company to acquire Euro 6.0
million in principal amount of additional Notes, thereby increasing the
aggregate principal amount of Notes sold by the Company from Euro 40.0 million
to Euro 46.0 million. A copy of such press release is attached hereto as
Exhibit 99.2.
On January 5, 2005, the Company issued a press release announcing that it
had completed its acquisition of Datacon Technology AG. A copy of such press
release is attached hereto as Exhibit 99.3.
Exhibits
10.1 Prospectus in connection with the issuance and sale of the Notes
99.1 Press release issued on January 12, 2005
99.2 Press release issued January 13, 2005
99.3 Press release issued on January 5, 2005
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.
BE SEMICONDUCTOR INDUSTRIES N.V.
/s/ Richard W. Blickman
By:_____________________________
Name: Richard W. Blickman
Title: President and Chief Executive Officer
March 18, 2005
Date: ______________________________________