UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the
month of
November
2009
.
Commission
File Number:
000-51847
HIMAX
TECHNOLOGIES, INC.
(Translation
of registrant's name into English)
No.
26, Zih Lian Road, Tree Valley Park
Sinshih
Township, Tainan County 74148
Taiwan,
Republic of China
(Address
of principal executive office)
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): [ ]
Note:
Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): [ ]
Note:
Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant’s
“home country”), or under the rules of the home country exchange on which the
registrant’s securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
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): N/A
On November 12, 2009, Himax
Technologies, Inc. (the “
Company”
) filed a listing application with the
Taiwan Stock Exchange (the “
TWSE”
) in rela
tion to its proposed listing of
all
of its
ordinary shares. A preliminary offering circular and a
preliminary underwriter
’
s evaluation report both dated November
12, 2009 (in Chinese language) were filed with the TWSE and made public on the
Market Observation Post S
y
stem under the code number “
3670.”
The preliminary underwriter
’
s evaluation report is required to be
filed under the listing rules of the TWSE and was prepared by the lead
underwriter for the Company
’
s
Taiwan
listing. The following summarizes
certain info
r
mation included in the preliminary
offering circular and the preliminary underwriter
’
s evaluation report, which is provided
in this Form 6-K report for information purposes only:
(1) Proposed
Listing Plan
As of September 30, 2009, the Company
had approxim
ately 369.5
million ordinary shares outstanding, with each of the Company
’
s American Depositary Shares
(“
ADSs”
) representing two such ordinary shares.
In connection with the proposed listing, the Company tentatively plans to issue
and offer 20 million new
ordinary shares, which is the minimum
amount required by the TWSE for the
Company’s
listing
application. The Company has tentatively set an indicative offer price of NT$48
per ordinary share solely for purposes of providing certain information required
to be includ
e
d in the preliminary offering circular.
The indicative offer price is based on, among other factors, industry outlook,
the Company
’
s operating results, various
commonly-used stock evaluation methods, and the average closing price of the
ADSs (each ADS rep
r
esenting two ordinary shares) in October
2009. The final offer price will be determined shortly before the Company
launches the offering of the new ordinary shares in connection with the proposed
listing on the TWSE.
T
he Company currently expects to
recei
ve the listing
approval from the TWSE in the first quarter of 2010 and expects trading to begin
in the second quarter of 2010, subject to necessary regulatory approvals and
procedures and the prevailing market conditions. The net proceeds are intended
to
b
e used for general working capital
purposes. The Company
’
s ordinary shares and ADSs are expected
to remain fungible after the
Taiwan
listing, subject to certain
restrictions within the 40-day period from the date of listing and to a cap on
the number of d
e
posited ordinary shares underlying the
ADSs of not more than approximately 50% of the total number of ordinary shares
outstanding.
(2) Income
Range of Directors and Executive Officers for 2008
Set forth below is certain information
on the income of each of the
Company
’
s directors and executive officers for
the year ending December 31, 2008:
Income
Range for Directors and Executive Officers for 2008
(1)
Range
(in NT
dollars)
|
Name
|
Non-executive
Directors
|
Executive
Directors
|
Executive
Officers
|
Below 2
million
|
Ju
ng-Chun Lin
(2)
Dr. Chun-Yen Chang Yuan-Chuan
Horng
|
|
|
2 to 5
million
|
|
|
Max
Chan
|
5 to 10
million
|
|
Dr. Biing-Seng Wu
(2)
|
John
Chou
Norman
Hung
|
10 to 15
million
|
|
Jordan Wu
(2)
|
Chi-Chung
Tsai
|
15 to 30
million
|
|
|
|
30 to 50
million
|
|
|
|
50 to 100
million
|
|
|
|
Ove
r 100
million
|
|
|
|
(1)
|
Includes cash-based and
share-based incomes; share-based income is calculated based on the number
of RSUs vested at the end of September 2008 and the market value per RSU
as of the relevant dates of
vesting.
|
(2)
|
The Company paid director
comp
ensation only to
Dr. Chun-Yen Chang and Yuan-Chuan Horng as
independent directors. Jung-Chun
Lin, Dr. Biing-Seng Wu and Jordan Wu did not receive any compensation for
their director position.
|
(3) RSUs
Grants to Directors and Executive Officers in 2009
S
et forth below is certain information on
the number of restricted share units (“
RSUs”
) granted to the Company
’
s directors and executive officers in
2009:
Name
|
Total
RSUs
(1)
Granted
|
Ordinary
shares Underlying Vested Portion of RSUs
|
Ordinary
shares Underlying Unvested Portion of RSUs
|
Dr.
Biing-Seng Wu
|
30,842
|
15,422
|
46,262
|
Jordan
Wu
|
61,684
|
30,842
|
92,526
|
Jung-Chun
Lin
|
-
|
-
|
-
|
Dr.
Chun-Yen Chang
|
-
|
-
|
-
|
Dr.Yan-Kuin
Su
(2)
|
-
|
-
|
-
|
Yuan-Chuan
Horng
|
-
|
-
|
-
|
Chi-Chung
Tsai
(2)
|
61,684
|
30,842
|
92,526
|
Max
Chan
|
24,615
|
12,308
|
36,922
|
John
Chou
|
36,136
|
18,068
|
54,204
|
Norman
Hung
|
34,288
|
17,144
|
51,432
|
(1)
Each RSU represents two ordinary shares.
(2)
Dr. Yan-Kuin Su and Chi-Chung Tsai were newly elected as directors on
August 6, 2009 in the Company’s annual general meeting. Dr. Yan-Kuin Su is
an independent director and Chi-Chung Tsai is an executive director of the
Company.
|
(4) Top 10
Customers and Suppliers for 2008 and the Nine Months Ended September 30,
2009
Set forth below is certain information
relating to the Company
’
s
top 10 customers for the periods
indicated:
(
In thousands of NT dollars
; %)
Ranking
|
Year Ended December 31,
2008
|
Nine Months Ended September 30,
2009
|
Name
(1)
|
Amount
|
%
|
Name
(1)
|
Amount
|
%
|
1
|
CMO and its
affiliates
|
17,071,125
|
62.50
|
CMO and its
affiliates
|
1
0,519,780
|
63.67
|
2
|
Company D
|
1,775,726
|
6.50
|
Company D
|
1,191,469
|
7.21
|
3
|
Company K
|
1,708,913
|
6.26
|
Company E
|
526,042
|
3.18
|
4
|
Company B
|
1,071,674
|
3.92
|
Company F
|
513,237
|
3.11
|
5
|
Company G
|
754,072
|
2.76
|
Company B
|
378,723
|
2.29
|
6
|
Company H
|
725,175
|
2.65
|
Company H
|
319,838
|
1.94
|
7
|
Company E
|
644,881
|
2.36
|
Company N
|
307,608
|
1.86
|
8
|
Company F
|
517,092
|
1.89
|
Company I
|
289,698
|
1.75
|
9
|
Company M
|
348,959
|
1.28
|
Company G
|
272,888
|
1.65
|
10
|
Company I
|
331,674
|
1.21
|
Company O
|
236,381
|
1.43
|
|
Others
|
2,366,512
|
8.67
|
Others
|
1,967,653
|
11.91
|
|
Net
revenues
|
27,315,803
|
100.00
|
Net
revenues
|
16,523,317
|
100.00
|
(1)
The names of customers, except for CMO, are kept anonymous in the
preliminary offering circular and the underwriter’s evaluation report for
compliance with the Company’s non-disclosure
obligations.
|
Set forth below is certain information
relating to the Company
’
s top 10 suppliers for the periods
indicated:
(
In thousands of NT dollars
; %)
Ranking
|
Year Ended December 31,
2008
|
Nine Months Ended September 30,
2009
|
Name
(1)
|
Amount
|
%
|
Name
(1)
|
Amount
|
%
|
1
|
Company P
|
3,395,095
|
24.57
|
Company Z
|
2,496,583
|
26.45
|
2
|
Company Q
|
3,376,137
|
24.43
|
Company Q
|
1,748,940
|
18.53
|
3
|
Company T
|
1,713,603
|
12.40
|
Company T
|
1,491,716
|
15.80
|
4
|
Company Z
|
1,095,290
|
7.93
|
Company P
|
1,371,130
|
14.52
|
5
|
Company Y
|
726,586
|
5.26
|
Company BB
|
559,671
|
5.93
|
6
|
Company S
|
702,970
|
5.09
|
Company S
|
543,653
|
5.76
|
7
|
Company V
|
544,644
|
3.94
|
Company CC
|
417,888
|
4.43
|
8
|
Company W
|
497,150
|
3.60
|
Company AA
|
198,908
|
2.11
|
9
|
Company R
|
496,920
|
3.60
|
Company W
|
170,121
|
1.80
|
10
|
Company AA
|
399,701
|
2.89
|
Company X
|
128,145
|
1.36
|
|
Others
|
869,593
|
6.29
|
Others
|
313,705
|
3.31
|
|
Net purchase
amount
|
13,817,689
|
100.00
|
Net purchase
amount
|
9,440,460
|
100.00
|
(1)
The names of suppliers are kept anonymous in the preliminary offering
circular and the underwriter’s evaluation report for compliance with the
Company’s non-disclosure
obligations.
|
(5)
Projected Cash Flow for the Three Months Ending December 31, 2009 and for
2010
Set forth
below is the Company’s projected cash flow information for each of the three
months ending December 31, 2009 and each of the twelve months ending December
31, 2010,
based on the assumption
that the proposed Taiwan listing takes place in the second quarter of
2010.
(In
thousands of NT dollars)
Item
|
2009
|
2010
|
Oct
|
Nov
|
Dec
|
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
Cash
at beginning of the period 1
(1)
|
3,756,205
|
3,118,247
|
2,847,304
|
3,501,392
|
3,832,986
|
4,154,370
|
4,346,931
|
4,209,648
|
4,755,945
|
3,669,006
|
3,715,881
|
3,811,370
|
3,606,402
|
3,745,833
|
3,882,105
|
Add:
non-financing
cash
inflow 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipts
of accounts receivable
|
1,933,872
|
2,164,126
|
2,234,422
|
2,067,502
|
2,000,888
|
1,746,451
|
1,442,550
|
1,561,749
|
1,708,162
|
1,868,974
|
1,980,980
|
2,010,995
|
2,090,234
|
2,139,459
|
2,171,875
|
Others
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
80,413
|
Subtotal
|
2,014,285
|
2,244,539
|
2,314,835
|
2,147,915
|
2,081,301
|
1,826,864
|
1,522,963
|
1,642,162
|
1,788,575
|
1,949,387
|
2,061,393
|
2,091,408
|
2,170,647
|
2,219,872
|
2,252,288
|
Less:
non-financing cash outflow 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments
for accounts payable
|
2,163,547
|
2,090,050
|
1,214,731
|
1,397,161
|
1,218,370
|
1,313,729
|
1,366,530
|
1,495,179
|
1,584,784
|
1,608,796
|
1,672,188
|
1,711,567
|
1,737,500
|
1,789,884
|
1,816,336
|
Salaries
and bonuses
|
68,561
|
68,561
|
76,602
|
68,561
|
197,221
|
76,602
|
68,561
|
68,561
|
108,767
|
68,561
|
68,561
|
359,654
|
68,561
|
68,561
|
76,602
|
Cash
dividends
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
956,808
|
0
|
0
|
0
|
0
|
0
|
0
|
Payments
to acquire ordinary shares
|
132,640
|
131,716
|
144,260
|
125,444
|
119,171
|
18,817
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Others
|
287,495
|
225,155
|
225,154
|
225,155
|
225,155
|
225,155
|
225,155
|
492,125
|
225,155
|
225,155
|
225,155
|
225,155
|
225,155
|
225,155
|
225,155
|
Subtotal
|
2,652,243
|
2,515,482
|
1,660,747
|
1,816,321
|
1,759,917
|
1,634,303
|
1,660,246
|
2,055,865
|
2,875,514
|
1,902,512
|
1,965,904
|
2,296,376
|
2,031,216
|
2,083,600
|
2,118,093
|
Minimum
cash requirement 4
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Cash
demand 5=3+4
|
2,652,243
|
2,515,482
|
1,660,747
|
1,816,321
|
1,759,917
|
1,634,303
|
1,660,246
|
2,055,865
|
2,875,514
|
1,902,512
|
1,965,904
|
2,296,376
|
2,031,216
|
2,083,600
|
2,118,093
|
Excess
cash before financing 6=1+2-5
|
3,118,247
|
2,847,304
|
3,501,392
|
3,832,986
|
4,154,370
|
4,346,931
|
4,209,648
|
3,795,945
|
3,669,006
|
3,715,881
|
3,811,370
|
3,606,402
|
3,745,833
|
3,882,105
|
4,016,300
|
Net
financing cash flow 7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of new shares
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
960,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Proceeds
from debts
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
5,146,400
|
0
|
0
|
0
|
0
|
0
|
Repayments
of debts
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(5,146,400)
|
0
|
0
|
0
|
0
|
0
|
Subtotal
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
960,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Cash
at end of the period 8=1+2-3+7
|
3,118,247
|
2,847,304
|
3,501,392
|
3,832,986
|
4,154,370
|
4,346,931
|
4,209,648
|
4,755,945
|
3,669,006
|
3,715,881
|
3,811,370
|
3,606,402
|
3,745,833
|
3,882,105
|
4,016,300
|
(1)
Under ROC GAAP, cash balance
includes time deposits of original maturities with more than three months,
which is not recognized as cash under U.S.
GAAP.
|
(6) Summary
of
Significant Differences Between ROC GAAP and
U.S.
GAAP
For
purposes of financial reporting under the Securities Exchange Act of 1934, the
Company has prepared its audited or unaudited consolidated financial statements
in accordance with generally accept
ed
accounting principles in the U.S. (“
U.S.
GAAP”
)
.
In
order to meet the TWSE
’
s
listing requirements, the Company has provided in the documents filed with the
TWSE audited or reviewed consolidated financial information in accordance with
generally ac
cepted
accounting principles in the Republic of China (“
ROC
GAAP”
)
for the years ended December 31, 2006,
2007
and 2008 and the nine months ended September 30,
2009.
For
t
he year
ended December 31, 2008 and the nine months ended September 30
,
2009,
there was no GAAP difference in revenues. For the same periods,
net
income attributable to Himax stockholders under ROC GAAP was NT$2,607.1 million
and NT$927.0 million, respecti
vely
(equivalent to US$79.5 million and US$28.8 million, respectively, based on the
exchange rates as of the respective balance sheet dates), and net income
attributable to Himax stockholders under U.S. GAAP was US$76.4 million and
US$28.6 million, respec
tively;
earnings
per diluted ADS under U.S. GAAP were NT$13.41 and NT$4.93, respectively
(equivalent
to
US$0.41 and US$0.15, respectively, based on the exchange rates as of the
respective balance sheet dates), and earnin
gs
per diluted ADS under U.S. GAAP were US$
0.40
and US$0.15, respectively. Certain significant differences between ROC GAAP and
U.S. GAAP are as follows:
n
|
Share-based
compensation
:
Effective January 1, 2008, the Company adopted ROC Statement of
Financial Accounting Standards (SFAS) No. 39,
Accounting for Share-based
Payment
, which is similar in many respects to U.S. SFAS No. 123
(revised 2004) and requires companies to record share-based payment
transactions at fair value for share-based payment granted or modified
after January 1, 2008. Under U.S. GAAP, the Company has applied SFAS
No.123 (revised 2004),
Share-Based Payment
,
from its incorporation in June 2001 for its share-based compensation plan.
The cost of employee services received in exchange for share-based
compensation is measured based on the grant-date fair value of the
share-based instruments issued.
|
n
|
Undistributed
earnings surtax
:
Under ROC GAAP, the undistributed earnings
surtax is recorded as tax expense
in the period during which the stockholders approve the amount of the
earnings distribution. Under U.S. GAAP, the 10% tax on unappropriated
earnings is accrued during the period the earnings arise and adjusted to
the exte
n
t that distributions are approved
by the shareholders in the following
years.
|
n
|
Income tax
provisions for interim financial reporting
: Under ROC GAAP, i
n
preparing interim financial statements, the computation and disclosure of
income tax expenses or benefits for the interim period should follow the
provisions set forth in the ROC SFAS No.22,
|
|
Accounting Treatment of Income
taxes
, which are the same as for preparing annual financial
statement. Under U.S. GAAP,
income tax expense recognized in
each interim peri
od
is based on the best estimate of the effective tax rate expected to be
applicable for the annual reporting period applied to the pre-tax income
of the interim period. This item has no impact on annual financial
reporting.
|
_________________________
The
ordinary shares to be issued and offered
in connection with the proposed Taiwan listing have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “
Securities Act”
), or any state securities laws and may
not be offe
r
ed or sold within the United States or
to, or for the account or benefit of, any U.S. person (as defined in Regulation
S under the Securities Act), absent registration or an applicable exemption from
registration requirements under the Securities Act.
The
noon buying rate in the City of New
York for cable transfers in NT dollars per U.S. dollar as certified for customs
purposes by the Federal Reserve Bank of New York on November 6, 2009 was US$1.00
to NT$32.5100. This exchange rate is provided solely for
y
our ease of reference, and no
representation is made that the NT dollar amounts referred to herein could have
been or could be converted into U.S. dollars at any particular rate or at
all.
Forward-Looking
Statements:
This report contains forward-looking
s
tatements, including
statements regarding our ordinary shares and ADSs and our future business
prospects and financial information, on which you should not place undue
reliance. A number of important factors could cause actual results to differ
materially
from those contained in any
forward-looking statement, and there can be no assurance that Himax
’
s Taiwan listing will be approved or
trading will begin at the expected time, or at all. Factors that could cause our
listing plan to differ materially include
,
but not limited to,
shareholders
’
support on the dual listing plan,
changes in either Taiwan or U.S. authorities
’
policies, Taiwan Stock Exchange and
Taiwan authority
’
s acceptance of Himax
’
s Taiwan listing application, changes in
capital market condition
s
in either Taiwan or the U.S., capital
market acceptance of our share offering, our future busin
ess development, results of operations
and financial condition, the capabilities of the underwriters and other risks as
described from time to time in the Company
’
s SEC filings, including those risks
identified in the section entitled “
Risk Factors”
in it
s
Form 20-F for the year ended December
31, 2008 filed with the SEC on May 15, 2009, if and as amended. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
HIMAX
TECHNOLOGIES, INC.
|
|
By:
|
/s/
Max Chan
|
|
|
Max
Chan
Chief
Financial Officer
|
Date:
November 12, 2009
|
|
|