-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RGSF5AqRnMD6k0wkRztaFe6A3mn+jWnG+PzEyqaOaOrlvTHpabOWCWiM21OWBWch M7j3hdZ4dsD6Q6DOtkBWhg== 0000891836-04-000224.txt : 20040607 0000891836-04-000224.hdr.sgml : 20040607 20040607163250 ACCESSION NUMBER: 0000891836-04-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040607 GROUP MEMBERS: PHILIPS ELECTRONICS NORTH AMERICA CORPORATION GROUP MEMBERS: PHILIPS HOLDING USA INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUINTON CARDIOLOGY SYSTEMS INC CENTRAL INDEX KEY: 0001166409 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943300396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78261 FILM NUMBER: 04852133 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PKWY CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4254022000 FORMER COMPANY: FORMER CONFORMED NAME: QUINTON HOLDING CORP DATE OF NAME CHANGE: 20020201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC BUSINESS PHONE: 31 20 59 77777 MAIL ADDRESS: STREET 1: BREITNER CENTER STREET 2: AMSTELPLEIN 2 CITY: AMSTERDAM STATE: P7 ZIP: 1096 BC FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS NV DATE OF NAME CHANGE: 19910903 SC 13D/A 1 sc0105.txt AMENDMENT NO. 5 TO SCHEDULE 13D Filing Date: June 7, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------- SCHEDULE 13D/A (Amendment No. 5)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Quinton Cardiology Systems, Inc. (Name of Issuer) Common Stock, with $0.001 par value per share (Title of Class of Securities) 748773 10 8 (CUSIP Number) Sijze W. Plokker Senior Vice President Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 2004 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (03-00) - ------------------------------ CUSIP NO. 748773 10 8 SCHEDULE 13D/A - ------------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons Koninklijke Philips Electronics N.V. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ---------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO/HC * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 2 - ------------------------------ CUSIP NO. 748773 10 8 SCHEDULE 13D/A - ------------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons Philips Holding USA Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ---------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 3 - ------------------------------ CUSIP NO. 748773 10 8 SCHEDULE 13D/A - ------------------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons Philips Electronics North America Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ---------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 4 This Amendment No. 5 amends and restates in its entirety the Schedule 13D/A filed by the Reporting Persons (as defined herein) on May 24, 2004. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is the shares of common stock, with par value of $0.001 per share (the "Shares"), of Quinton Cardiology Systems, Inc., a Delaware corporation ("Quinton"). According to a report on Form 8-K filed by Quinton with the Securities and Exchange Commission on May 21, 2003, Quinton is the successor, by means of a reincorporation merger, to all of the business, properties, assets and liabilities of Quinton Cardiology Systems, Inc. (formerly QIC Holding Corp.), a California corporation ("Quinton California"), which was merged with and into Quinton. Pursuant to that merger, each outstanding share of common stock, no par value per share, of Quinton California (the "California Shares") was converted into one Share. In this statement, the terms "Quinton" and "Shares" may refer, as context requires, respectively to Quinton California and to the California Shares. The principal executive office of Quinton is located at 3303 Monte Villa Parkway, Bothell, Washington 98021. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is being filed by Koninklijke Philips Electronics N.V. ("KPENV"), Philips Holding USA Inc. ("PHUSA") and Philips Electronics North America Corporation ("PENAC" and, collectively with KPENV and PHUSA, the "Reporting Persons"). PENAC is a wholly owned subsidiary of PHUSA, which, in turn, is a wholly owned subsidiary of KPENV. Certain information concerning each director and executive officer of (i) KPENV is set forth in Schedule I hereto and incorporated herein by reference, (ii) PHUSA is set forth in Schedule II hereto, and (iii) PENAC is set forth in Schedule III hereto and is, in each case, incorporated herein by reference. (b) The principal business address of KPENV is Breitner Centre, Amstelplein 2, 1096 BC Amsterdam, The Netherlands. The principal business address of PHUSA and PENAC is 1251 Avenue of the Americas, New York, New York 10020. (c) The primary business of each of the Reporting Persons is the manufacture and distribution of electronic and electrical products, systems and equipment, as well as information technology services. (d) None of the Reporting Persons or, to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons or, to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) KPENV is a company incorporated under the laws of the Netherlands. PHUSA and PENAC are Delaware corporations. This Item 2 is qualified in its entirety by reference to Schedules I, II and III, which are incorporated herein by reference. 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION PENAC sold to certain underwriters all of the Shares beneficially owned by the Reporting Persons in connection with the public offering of securities (the "Offering") described in Amendment No. 2 to Quinton's registration statement on Form S-3 (No. 333-114908), which was filed on May 20, 2004. In connection with the Offering, PENAC entered into a Power of Attorney in the form attached as Exhibit 4, which is hereby incorporated herein by reference (the "Power of Attorney"), and pursuant to which PENAC's attorneys-in-fact executed and delivered on PENAC's behalf an Underwriting Agreement in the form attached as Exhibit 3, which is hereby incorporated herein by reference (the "Underwriting Agreement"). As a result of this transaction, the Reporting Persons ceased to be beneficial owners of any equity securities of Quinton. None of the persons listed on Schedule I, II or III hereto has contributed any funds or other consideration towards the purchase of the shares of Quinton reported in this statement. ITEM 4. PURPOSE OF THE TRANSACTION PENAC sold to certain underwriters all of the Shares beneficially owned by the Reporting Persons in connection with the Offering, as described in Item 3. In connection with the Offering, PENAC entered into the Power of Attorney, pursuant to which PENAC's attorneys-in-fact executed and delivered on PENAC's behalf the Underwriting Agreement. Other than as set forth herein, none of the Reporting Persons, or to the best knowledge and belief of the Reporting Persons, any of the individuals listed on Schedule I, II or III hereto has plans or proposals which relate to or would result in any of the events described by Items 4(a) through 4(j) of Schedule 13D. The foregoing discussion is qualified in its entirety by reference to the Power of Attorney and the Underwriting Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the sale, in the Offering described in Item 3, of all of the Shares beneficially owned by the Reporting Persons, the Reporting Persons beneficially own 0 Shares, representing 0% of the outstanding Shares. None of the Reporting Persons or, to the best knowledge and belief of the Reporting Persons, any of the persons listed on Schedules I, II or III hereto beneficially owns any Shares other than as set forth herein. (b) Not applicable. (c) There have been no transactions in the Common Stock effected by the Reporting Persons in the last 60 days, other than the sale of 1,394,024 Shares by PENAC in the Offering described in Item 3. (d) Not applicable. (e) The Reporting Persons ceased to be beneficial owners of more than 5% of the Shares on June 1, 2004, the date of the closing of the Offering described in Item 3. 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to a Letter Agreement, dated February 19, 2002 (the "Agilent Letter Agreement"), by and among PENAC, KPENV and Agilent, which is attached as Exhibit 1 and is incorporated herein by reference, PENAC is a successor in interest to Hewlett-Packard Company, a Delaware corporation ("HP"), in an Investors' Rights Agreement, dated as of May 27, 1998 (the "Investors' Rights Agreement"), among Quinton, WRH and HP, which is attached as Exhibit 2 and is incorporated herein by reference. The Investor's Rights Agreement imposed certain restrictions on the transfer of shares held by PENAC. There are no contracts, arrangements, understandings or relationships between the Reporting Persons (or their wholly owned subsidiaries), and to the best knowledge and belief of the Reporting Persons, any of the persons listed on Schedules I, II or III hereto, and other persons with respect to the Shares aside from the Investors' Rights Agreement, the Power of Attorney and the Underwriting Agreement, which are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Exhibit Description - ------------------ ------------------------------------------------------------ 1. Letter Agreement, dated as of February 19, 2002, among PENAC, KPENV and Agilent (incorporated herein by reference to Exhibit 10.2 of the Schedule 13D filed by the Reporting Persons on May 13, 2002). 2. Investors' Rights Agreement, dated as of May 27, 1998, among Quinton, WRH and HP (incorporated herein by reference to Exhibit 10.3 of the Schedule 13D filed by the Reporting Persons on May 13, 2002). 7 Exhibit No. Exhibit Description - ------------------ ------------------------------------------------------------ 3. Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Registration Statement on Form S-3 (File No. 333-114908) filed by Quinton Cardiology Systems, Inc., as filed with Amendment No. 2 thereto, filed on May 20, 2004). 4. Form of Power of Attorney (incorporated by reference to Exhibit 4 of Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on May 24, 2004). 5. Joint Filing Agreement, dated as of May 13, 2002, among the Reporting Persons (incorporated herein by reference to Exhibit 99.1 of the Schedule 13D filed by the Reporting Persons on May 13, 2002). 8 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 7, 2004 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ A. Westerlaken -------------------------------------- Name: A. Westerlaken Title: Secretary to the Board of Management of Koninklijke Philips Electronics N.V. PHILIPS HOLDING USA INC. By: /s/ Wilhelmus C.M. Groenhuysen -------------------------------------- Name: Wilhelmus C.M. Groenhuysen Title: Senior Vice President and CFO PHILIPS ELECTRONICS NORTH AMERICA CORPORATION By: /s/ Wilhelmus C.M. Groenhuysen -------------------------------------- Name: Wilhelmus C.M. Groenhuysen Title: Senior Vice President and CFO 9 SCHEDULE I Name, Business Address, Principal Occupation or Employment and Citizenship of: (a) Members Of The Supervisory Board of Koninklijke Philips Electronics N.V. Unless otherwise indicated, each person listed below is not employed, other than as a member of the Supervisory Board, and thus no employer, employer's address or employer's principal business is listed. Name: L.C. van Wachem Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Chairman of the Committee of Managing Directors of the Royal Dutch/Shell Group. Citizenship: The Netherlands Name: W. de Kleuver Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Executive Vice-President of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands Name: J.M. Hessels Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Chief Executive Officer of Royal Vendex KBB. Citizenship: The Netherlands Name: Sir Richard Greenbury Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Chairman and Chief Executive Office of Marks & Spencer. Citizenship: United Kingdom Name: J.M. Thompson Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Vice Chairman of the Board of Directors of IBM. Citizenship: Canada 10 Name: C.J.A. van Lede Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Retired. Former Chairman of the Board of Management of Akzo Nobel. Citizenship: The Netherlands Name: Prof. K.A.L.M. van Miert Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: President of Nyenrode University. Employer: Nyenrode University Employer's Address: Straatweg 25 3621 BG Breukelen The Netherlands Employer's Principal Business: Higher education Citizenship: Belgium Name: L. Schweitzer Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Chairman and Chief Executive Officer of la regie nationale des usines Renault. Employer: La regie nationale des usines Renault Employer's Address: 34 Quai du Point du Jour BP 103 92109 Boulogne Bilancourt Cedex, France Employer's Principal Business: Design, manufacture and sale of automobiles and related businesses Citizenship: France (b) Members Of Board Of Management And Group Management Committee Of Koninklijke Philips Electronics N.V. Unless otherwise indicated, each member of the Board of Management and Group Management Committee is employed by Koninklijke Philips Electronics N.V. at Breitner Centre, Amstelplein 2, 1096 BC Amsterdam, The Netherlands, whose principal business is set forth in this Statement, and thus no employer, employer's address or employer's principal business is listed. Name: Gerard J. Kleisterlee Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: President and Chief Executive Officer of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands 11 Name: Jan H.M. Hommen Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Vice-Chairman of the Board of Management and Chief Financial Officer of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands Name: Gottfried H. Dutine Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Executive Vice-President, and President and Chief Executive Officer of the Consumer Electronics Division, of Koninklijke Philips Electronics N.V. Citizenship: Germany Name: Ad Huijser Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Executive Vice-President and Chief Technology Officer of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands Name: Andrea Ragnetti Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President and Chief Marketing Officer of Koninklijke Philips Electronics N.V. Citizenship: Italy Name: Daniel Hartert Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President and Chief Information Officer of Koninklijke Philips Electronics N.V. Citizenship: Germany Name: Tjerk Hooghiemstra Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice-President of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands 12 Name: Scott McGregor Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President, and President and CEO of the Semiconductors Division, of Koninklijke Philips Electronics N.V. Citizenship: United States Name: Jouko A. Karvinen Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice-President, and President and CEO of the Medical Systems Division, of Koninklijke Philips Electronics N.V. Citizenship: Finland Name: Johan van Splunter Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President, and President and CEO of the Domestic Appliances and Personal Care Division, of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands Name: Frans van Houten Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President, and CEO of the Consumer Electronics Business Groups, of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands Name: Barbara Kux Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President and Chief Procurement Officer of Koninklijke Philips Electronics N.V. Citizenship: Switzerland Name: Theo van Deursen Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President, and President and CEO of the Lighting Division, of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands 13 Name: Rudy Provoost Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice President, and CEO of Philips Consumer Electronics Global Sales and Services, of Koninklijke Philips Electronics N.V. Citizenship: Belgium Name: Arie Westerlaken Business Address: Koninklijke Philips Electronics N.V. Breitner Centre Amstelplein 2 1096 BC Amsterdam, The Netherlands Principal Occupation: Senior Vice-President, General Secretary, Chief Legal Officer and Secretary to the Board of Management of Koninklijke Philips Electronics N.V. Citizenship: The Netherlands 14 SCHEDULE II Name, Business Address, Principal Occupation or Employment and Citizenship of all Directors and Executive Officers of Philips Holding USA, Inc. Unless otherwise indicated, each member of the board of directors and executive officer is employed by Philips Electronics North America Corporation at 1251 Avenue of the Americas, New York, New York 10020, whose principal business is set forth in this Statement, and thus no employer, employer's address or employer's principal business is listed. Name: Robert M. Westerhof Business Address: Philips Holding USA, Inc. 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, President and Chief Executive Officer of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Sijze W. Plokker Business Address: Philips Holding USA, Inc. 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, Senior Vice President of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Wilhelmus C.M. Groenhuysen Business Address: Philips Holding USA, Inc. 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, Senior Vice President, Chief Financial Officer and Treasurer of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Robert N. Smith Business Address: Philips Holding USA, Inc. 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Vice President of Philips Electronics North America Corporation. Citizenship: United States Name: Warren T. Oates, Jr. Business Address: Philips Holding USA, Inc. 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Secretary of Philips Electronics North America Corporation. Citizenship: United States 15 SCHEDULE III Name, Business Address, Principal Occupation or Employment and Citizenship of all Directors and Executive Officers of Philips Electronics North America Corporation. Unless otherwise indicated, each member of the board of directors and executive officer is employed by Philips Electronics North America Corporation at 1251 Avenue of the Americas, New York, New York 10020, whose principal business is set forth in this Statement, and thus no employer, employer's address or employer's principal business is listed. Name: Robert M. Westerhof Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, President and Chief Executive Officer of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Sijze W. Plokker Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, Senior Vice President of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Wilhelmus C.M. Groenhuysen Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Director, Senior Vice President, Chief Financial Officer and Treasurer of Philips Electronics North America Corporation. Citizenship: The Netherlands Name: Thomas B. Patton Business Address: Philips Electronics North America Corporation 1300 I Street N.W., Suite 1070-E Washington, D.C. 20005 Principal Occupation: Vice President of Philips Electronics North America Corporation. Citizenship: United States Name: Robert N. Smith Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Vice President of Philips Electronics North America Corporation. Citizenship: United States Name: Raymond C. Fleming Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Controller of Philips Electronics North America Corporation. Citizenship: United States 16 Name: Warren T. Oates, Jr. Business Address: Philips Electronics North America Corporation 1251 Avenue of the Americas New York, New York 10020 Principal Occupation: Secretary of Philips Electronics North America Corporation. Citizenship: United States 17 -----END PRIVACY-ENHANCED MESSAGE-----