As filed with the Securities and Exchange Commission on May 27, 2003
333-100854
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LOGITECH INTERNATIONAL S.A.
(Exact name of Registrant as specified in its charter)
| Canton of Vaud, Switzerland |
None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Logitech International S.A.
Apples, Switzerland
c/o Logitech Inc.
6505 Kaiser Drive
Fremont, California 94555
(510) 795-8500
(Address, including zip code, of Registrant’s principal executive offices)
1996 Stock Plan, as amended
1996 Employee Stock Purchase Plan, as amended
(Full titles of the Plans)
Kristen M. Onken
Chief Financial Officer
Logitech International S.A.
c/o Logitech Inc.
Fremont, California 94555
(510) 795-8500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Steven V. Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
EXPLANATORY NOTE
This post-effective amendment no. 1 to Form S-8 registration statement (“Amendment No. 1”) is being filed solely to attach as Exhibit 4.2 the form of the Logitech International S.A. 1996 Stock Plan, as amended and restated April 15, 2003. The original registration statement on Form S-8 (File No. 333-100854) was filed by the registrant on October 30, 2002 (the “Registration Statement”). The Registration Statement is not otherwise amended or superseded by this Amendment No. 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number |
Description of Document | |
| 4.1(1) |
Form of Deposit Agreement dated March 27, 1997, as amended July 5, 2000 and as further amended on August 2, 2001, among Logitech International S.A., the Bank of New York, as Depositary, and owners and beneficial owners of American Depositary Receipts (including as an exhibit the form of American Depositary Receipt). | |
| 4.2 |
1996 Stock Plan, as amended and restated. | |
| 4.3(2) |
1996 Employee Stock Purchase Plan, as amended. | |
| 5.1(2) |
Opinion of Lenz & Staehelin as to the validity of the Registered Shares. | |
| 23.1(2) |
Consent of PricewaterhouseCoopers SA, independent accountants. | |
| 23.2(2) |
Consent of Lenz & Staehelin (included in Exhibit 5.1). | |
| 24.1(2) |
Powers of Attorney (included on signature page). |
| (1) | Incorporated by Reference to Exhibits included in Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form F-6 (File No. 333-13706) declared effective by the Securities and Exchange Commission on August 2, 2001. |
| (2) | Incorporated by Reference to Exhibits included in Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 30, 2002 (File No. 333-100854). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment no. 1 to registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on May 27 2003.
| LOGITECH INTERNATIONAL S.A. | ||
| By: |
/s/ GUERRINO DE LUCA | |
| Guerrino De Luca, President and Chief Executive Officer | ||
| By: |
/s/ KRISTEN M. ONKEN | |
| Kristen M. Onken, Chief Financial Officer and Chief Accounting Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to registration statement on Form S-8 has been signed on May 27, 2003, by the following persons in the capacities indicated.
| Signature |
Title |
Date | ||
| /s/ GUERRINO DE LUCA Guerrino De Luca |
President and Chief Executive Officer (Principal Executive Officer) |
May 27, 2003 | ||
| /s/ KRISTEN M. ONKEN Kristen M. Onken |
Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) |
May 27, 2003 | ||
| /s/ * Daniel Borel |
Chairman |
May 27, 2003 | ||
| /s/ * Frank Gill |
Director |
May 27, 2003 | ||
| /s/ * Michael Moone |
Director |
May 27, 2003 | ||
| /s/ * Peter Pfluger |
Director |
May 27, 2003 | ||
| /s/ * Ron Croen |
Director |
May 27, 2003 | ||
| /s/ * Kee-Lock Chua |
Director |
May 27, 2003 | ||
| /s/ * Gary Bengier |
Director |
May 27, 2003 |
| *By: |
/s/ KRISTEN M. ONKEN | |
| Kristen M. Onken, Attorney-in-Fact |
Index to Exhibits
| Exhibit Number |
Description of Document | |
| 4.1(1) |
Form of Deposit Agreement dated March 27, 1997, as amended July 5, 2000 and as further amended on August 2, 2001, among Logitech International S.A., the Bank of New York, as Depositary, and owners and beneficial owners of American Depositary Receipts (including as an exhibit the form of American Depositary Receipt). | |
| 4.2 |
1996 Stock Plan, as amended and restated. | |
| 4.3(2) |
1996 Employee Stock Purchase Plan, as amended. | |
| 5.1(2) |
Opinion of Lenz & Staehelin as to the validity of the Registered Shares. | |
| 23.1(2) |
Consent of PricewaterhouseCoopers SA, independent accountants. | |
| 23.2(2) |
Consent of Lenz & Staehelin (included in Exhibit 5.1). | |
| 24.1(2) |
Powers of Attorney (included on signature page). |
| (1) | Incorporated by Reference to Exhibits included in Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form F-6 (File No. 333-13706) declared effective by the Securities and Exchange Commission on August 2, 2001. |
| (2) | Incorporated by Reference to Exhibits included in Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 30, 2002 (File No. 333-100854). |