6-K 1 tp6k_instrumentation.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2005 Commission File Number: 0-28856 INSTRUMENTATION LABORATORY S.P.A. (Translation of registrant's name into English) Viale Monza 338 20128 Milano Italy (Address of principal executive office) 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 12g-3-2(b): 82 . -------- INSTRUMENTATION LABORATORY SPA Table of Contents --------------------------------------------- ---------------------------------- ITEM SEQUENTIAL PAGE NUMBER ---- ---------------------- --------------------------------------------- ---------------------------------- Proxy Statement - Ordinary Shareholders' Meeting to be held on April 28, 2005/May 20, 2005 --------------------------------------------- ---------------------------------- 2 April 12, 2005 Dear Holder of American Depositary Shares: You are cordially invited to attend the Annual Shareholders' Meeting (the "Meeting") of Instrumentation Laboratory S.p.A. (the "Company") to be held on April 28, 2005 on first call, or, failing the attendance of the required quorum, on May 20, 2005 on second call, at the offices of Pavia e Ansaldo located at Via del Lauro 7, Milan, Italy, at 10:00 a.m. The accompanying Proxy Statement and Voting Instruction Card contain important information about the matters to be acted upon at the Meeting. Please give this information your careful attention. Your Board of Directors has determined that approving the resolutions described herein and in the enclosed materials is in the best interests of the Company and its shareholders and recommends that they be approved. Sincerely Jose Maria Rubiralta Chairman and President INSTRUMENTATION LABORATORY S.P.A. --------------- PROXY STATEMENT ANNUAL SHAREHOLDERS' MEETING TO BE HELD ON APRIL 28 / MAY 20, 2005 --------------- Dear Holder of American Depositary Shares, The Board of Directors (the "Board") of Instrumentation Laboratory S.p.A. (the "Company") has convened the shareholders for the annual shareholders' meeting (the "Annual Shareholders' Meeting") to be held on April 28, 2005 on first call, or, failing the attendance of the required quorum, on May 20, 2005 on second call, in either case at the offices of Pavia e Ansaldo located at Via del Lauro 7, Milan, Italy, at 10:00 a.m. Please note that as the Company has changed its fiscal year end from November 30 to December 31, the meeting has been convened, inter alia, to approve the Balance Sheet related to the Company's one month fiscal year from December 1, 2004 to December 31, 2004. The Agenda of the meeting is the following: A G E N D A 1. Resolutions according to art. 2364 of the Italian Civil Code: a) approval of the Company's Balance Sheet and Board of Directors' Management Report as of December 31, 2004. Related and consequential resolutions; b) appointment of Statutory Auditors and determination of their compensation. Related and consequential resolutions. On the matters to be considered at the meeting, each ordinary share of the Company (each, a "Ordinary Share") shall be entitled to one vote and all holders of Ordinary Shares shall vote together as a single class. Under Italian corporate law, to which the By-laws of the Company refer, the quorum for an ordinary meeting of shareholders is constituted by the holders of fifty percent (50%) of the Ordinary Shares outstanding. At an adjourned ordinary meeting, no quorum is required. In either case, resolutions are carried by a simple majority of those present. Certain matters, such as amendments to the By-laws or an increase in share capital, may only be resolved at an extraordinary general meeting, at which special voting rules apply. Resolutions at an extraordinary meeting are validly carried by the presence and the affirmative vote of a majority of the Ordinary Shares outstanding. At an adjourned extraordinary meeting, resolutions are carried by the presence and affirmative vote of more than one-third of the Ordinary Shares outstanding. In addition, certain matters (such as a change in the purpose or form of the Company, liquidation of the Company prior to the date set forth in its By-laws, a waiver of preemptive rights and the issuance of preference shares) always require the affirmative vote of holders representing a majority of the outstanding Ordinary Shares. As of the close of business on April 12, 2005, Izasa Distribuciones Tecnicas S.A. ("Izasa"), through its affiliate IL Holding S.p.A., has the power to vote 349,305,155 Ordinary Shares, or approximately 96,4% of the outstanding Ordinary Shares. Such voting power enables Izasa, without additional votes, to control the approval of the resolutions to be submitted at the meeting. Izasa has advised the Company that it intends to cast all of the votes, directly or indirectly, controlled by it at the Annual Shareholders' Meeting for the approval of each resolution on the Agenda. You may cast your vote on the resolutions referred to above either by filling in the enclosed Voting Instruction Card and mailing it pursuant to the instructions included therein or by attending the Annual Shareholders' Meeting personally. Should you elect to cast your vote at the Annual Shareholders' Meeting in opposition to the recommendation of the Board, you will be required to follow certain procedures as required under Italian law. According to such procedures, you will be required to provide The Bank of New York not later than three (3) business days prior to the date of the Annual Shareholders' Meeting evidence that (i) you will be an ADS holder as of the date of the Annual Shareholders' Meeting and (ii) you have not already exercised the voting rights pertaining to the ADSs held by you by mailing the attached Voting Instruction Card. Details on how to fulfill such requirements are contained in the letter attached hereto as Annex A. Restrictions on transfer of your American Depositary Shares will apply for at least a three day period. Many thanks and best regards, INSTRUMENTATION LABORATORY S.p.A. Milan, April 12, 2005 2 ANNEX A ANNUAL SHAREHOLDERS' MEETING INSTRUMENTATION LABORATORY S.P.A. TO BE HELD ON APRIL 28 / MAY 20, 2005 HOW TO ATTEND Dear Beneficial Holder of American Depositary Shares: As indicated in the enclosed Proxy Statement, the annual meeting (the "Annual Shareholders' Meeting") of the shareholders of Instrumentation Laboratory S.p.A. (the "Company") will be held on April 28, 2005 on first call, or, failing the attendance of the required quorum, on May 20, 2005 on second call, in either case at the offices of Pavia e Ansaldo located at Via del Lauro 7, Milan, Italy, at 10:00 a.m. The beneficial owners of American Depositary Shares of the Company ("Beneficial Owners") are entitled either (i) if in agreement with the Board's proposals outlined in the Proxy Statement, to instruct The Bank of New York, as Depositary of the Ordinary Shares of the Company, and accordingly, the shareholder of record of the Company, as to the exercise of the voting rights pertaining to the Ordinary Shares represented by their respective American Depositary Shares by marking, signing, dating and notarizing in Italy, the United States or in other jurisdictions (in which case, if not notarized by an Italian Notary Public, also legalized by Apostille pursuant to the 1961 Hague Convention), and returning to The Bank of New York, the enclosed Voting Instruction Card; or (ii) if dissenting from the Board's recommendation, to attend the Annual Shareholders' Meeting and cast thereat the vote pertaining to the Ordinary Shares represented by the American Depositary Shares held by them. By this letter the Company wishes to provide the Beneficial Owners with instructions as to the requirements to be fulfilled by those Beneficial Owners who wish to attend the Annual Shareholders' Meeting and cast their vote personally. PURSUANT TO THE ITALIAN LAW GOVERNING THE ANNUAL SHAREHOLDERS' MEETING, MERELY HOLDING AMERICAN DEPOSITARY SHARES DOES NOT AUTOMATICALLY PERMIT THE BENEFICIAL OWNERS TO ATTEND THE ANNUAL SHAREHOLDERS' MEETING OR TO EXERCISE VOTING RIGHTS. IF A BENEFICIAL OWNER WISHES TO VOTE IN OPPOSITION TO THE RECOMMENDATION OF THE BOARD OF DIRECTORS, HE WILL NEED TO BE REGISTERED AS A SHAREHOLDER OF RECORD OF THE COMPANY AT LEAST THREE DAYS IN ADVANCE OF THE MEETING AND ATTEND THE MEETING TO CAST HIS VOTE. In light of the foregoing, all Beneficial Owners who wish to attend the Annual Shareholders' Meeting must request from The Bank of New York (through the delivery of a Voting Instruction Card duly completed as specified above) an admission ticket for such meeting (which will require (i) the lodging of the Beneficial Owner's American Depositary Receipts, (ii) registration of the Beneficial Owner as a Shareholder of record and (iii) registration of such Beneficial Owner's name in the Company's Shareholders' Register, pursuant to applicable provisions of Italian law, as described below). Beneficial Owners that wish to vote against the recommendation of the Board of Directors and that will not be attending personally, may appoint in writing (subject to applicable provision of Italian law and the recording of said Beneficial Owner as Shareholder of record pursuant to Section 4.07 of the Deposit Agreement), any person not being a Director, Statutory Auditor or employee of the Company as their proxy to vote at such meeting against the recommendations of the Board of Directors. All Beneficial Owners who wish to attend the Annual Shareholders' Meeting in person or by proxy and vote thereat must comply with the following conditions, no later than April 21, 2005 at 12 noon with the following: 1. The original Voting Instruction Card received by all Beneficial Owners of American Depositary Shares of record on April 7, 2005 must be delivered to The Bank of New York. The Voting Instruction Card must be notarized in Italy, or in the United States or in other jurisdictions, in which case, if not notarized by an Italian Notary Public, also legalized by Apostille pursuant to the 1961 Hague Convention; and 2. All American Depositary Shares held by a Beneficial Owner must be delivered to a blocked account with The Depository Trust Company for the account of The Bank of New York or all American Depositary Receipts held by such Beneficial Owner must be physically delivered to The Bank of New York for holding. Upon fulfillment of the conditions set forth in sections 1 and 2 above to the satisfaction of The Bank of New York, the latter shall (i) request the Company and the Custodian to issue a share certificate registered in the name of said Beneficial Owner for the number of Shares evidenced by the Beneficial Owner's American Depositary Shares; (ii) send to the Company certified copies of the Voting Instruction Cards; (iii) take any actions which may be necessary or appropriate in order to prevent any transfers of such Beneficial Owner's American Depositary Shares (or American Depositary Receipts) in the period beginning three full days prior to the date of the meeting (the "Blocked Period"); (iv) cause the name and address of such Beneficial Owner to be registered in the Shareholders' Register ("Libro Soci") of the Company during the Blocked Period; and (v) cause the Company, after the meeting, to delete the Beneficial Owner as Shareholder of record and reinstate in such capacity The Bank of New York. In the absence of receipt by The Bank of New York of a properly completed Voting Instruction Card (containing non-discretionary instructions to vote contrary to the Board of 2 Directors' recommendations), on or before the date indicated above, the voting rights pertaining to the American Depositary Shares, whose Beneficial Owners have not delivered such Voting Instruction Card shall be exercised by the Depositary, insofar as practicable and permitted under any applicable provision of the Deposit Agreement, Italian law and the Company's Certificate of Incorporation and By-laws ("Atto costitutivo e Statuto") in accordance with the recommendations of the Board of Directors. The Bank of New York and the Company assume no obligation and are subject to no liability with respect to the above described voting procedure, except that they agree to perform their respective obligations specifically set forth above without gross negligence or bad faith. If the voting rights pertaining to the American Depositary Shares held by any Beneficial Owners have been exercised through the mailing of the Voting Instruction Card, the Beneficial Owners may nevertheless obtain from The Bank of New York an attendance card for the Annual Shareholders' Meeting with no speech or voting powers. In such case the Beneficial Owners shall be required to comply with the condition set forth in Item 2 above. Please do not hesitate to contact the Company or The Bank of New York at the addresses and telephone numbers set forth below if any clarification is required. Best regards. Sincerely yours, INSTRUMENTATION LABORATORY S.P.A. Instrumentation Laboratory S.p.A. The Bank of New York Viale Monza 338 101 Barclay Street 20128 Milano, Italy New York, New York 10268 Attn: Dr. Rossano Pozzi Attn: Brian Heston tel. n. +39-02-25221 ADR Department fax. n. +39-02-2522366 tel. n. (212) 815-3938 fax. n. (212) 571-3050 3 SIGNATURE 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. INSTRUMENTATION LABORATORY S.P.A. --------------------------------- (Registrant) Dated: April 21, 2005 by: /s/ Dott. Jose Luis Martin ------------------------------ Title: Chief Financial Officer 4