Edgar Filing: KONINKLIJKE PHILIPS ELECTRONICS NV

REGISTRATION NO. 333-_____

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Exact Name of Registrant as Specified in Its Charter)

ROYAL PHILIPS ELECTRONICS
(Registrant's Name for Use in English)

THE NETHERLANDS
(State or Other Jurisdiction of Incorporation or Organization)

NONE
(I.R.S. Employer Identification Number)

BREITNER TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS
(Address of Principal Executive Offices)

ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2005 (CONSISTING OF
GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 AND
GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005)
(Full Title of the Plan)

WILCO GROENHUYSEN
1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
(212) 536-0500
(Name, Address and Telephone Number of Agent for Service)

Please Send Copies of Communications to:
ANDREW D. SOUSSLOFF
SULLIVAN & CROMWELL LLP
125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
(212) 558-4000

CALCULATION OF REGISTRATION FEE

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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (2) PER SHARE (3) OFFERING PRICE (3) FEE
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Common Shares of Koninklijke Philips 10,000,000 $25.98 $259,800,000 $30,578.46
Electronics N.V., par value 0.20
Euro per share (1)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Royal
Philips Electronics Nonqualified Stock Purchase Plan. Pursuant to
Rule 457(h)(2) no fee is payable with respect to the registration of
these interests.

(2) 1,000,000 of the shares are registered to be offered or sold
pursuant to the Royal Philips Electronics Nonqualified Stock
Purchase Plan, and 9,000,000 of the shares are registered to be
offered or sold pursuant to the Royal Philips Electronics Long-Term
Incentive Plan 2005.

(3) Estimated solely for the purpose of computing the amount of the
registration fee. Pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, calculated on the basis of the average of
the high and low prices of the Common Shares of Koninklijke Philips
Electronics N.V. as reported on the New York Stock Exchange on May
25, 2005.

PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Explanatory Note

This registration statement on Form S-8 registers common shares, par value
0.20 euro per share of Royal Philips Electronics, which may be issued in
connection with the plans set forth on the facing page of this registration
statement. In addition, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Royal Philips
Electronics Nonqualified Stock Purchase Plan. After giving effect to this
filing, an aggregate of 7,609,460 shares of the registrant's common stock have
been registered for issuance pursuant to the Royal Philips Electronics
Nonqualified Stock Purchase Plan.

As permitted by Rule 428 under the Securities Act of 1933, as amended,
this registration statement omits the information specified in Part I of Form
S-8. We will deliver the documents containing the information specified in Part
I to the participants in the plans covered by this registration statement as
required by Rule 428(b). We are not filing these documents with the Securities
and Exchange Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this registration statement, and subsequent information that we file with the
Commission will automatically update and supersede this information. Information
set forth in this registration statement supersedes any previously filed
information that is incorporated by reference into this registration statement.
We incorporate by reference into this registration statement the following
documents:

(a) Our Annual Report on Form 20-F for the fiscal year ended December
31, 2004 (File No. 001-05146-01) filed with the Commission on February 22, 2005,
as amended by an amendment on Form 20-F/A (File No. 001-05146-01), filed with
the Commission on April 28, 2005; and

(b) The Annual Report on Form 11-K of the Royal Philips Electronics
Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the
Commission on October 29, 2004;

In addition, to the extent designated therein, certain reports on Form 6-K
and all documents filed by Royal Philips Electronics under sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of
this registration statement but prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be part of
this registration statement from the date of filing of such reports.

ITEM 4. DESCRIPTION OF SECURITIES

Item 4 contains a summary of certain provisions of the articles of
association of Royal Philips Electronics. This summary does not purport to be a
complete statement of these provisions and is qualified in its entirety by
reference to the articles of association, which are included as an exhibit to
the amendment on Form 20-F/A (File No. 001-05146-01) filed with the Commission
on April 28, 2005. All references to "we" or the "Company" in this summary mean
Royal Philips Electronics.

General

Our board of management, the members of which are appointed by the general
meeting of our shareholders, is responsible for our management. The supervisory
board, which is also appointed by the general meeting of shareholders, is
responsible for supervising the policy pursued by the board of management and
the general course of our affairs.

Share Capital

Our authorized capital is 1,300,000,000 euros comprised of 3,250,000,000
common shares of 0.20 euro each, and 3,250,000,000 preference shares of 0.20
euro each. The authorized capital may be increased by a shareholders' resolution
adopted on the proposal of the board of management, approved by the supervisory
board and subsequent amendment to the articles of association.

No preference shares have been issued. However, the Stichting Preferente
Aandelen Philips (the "Foundation"), a foundation established under Netherlands
law, has been granted the right to acquire protective preference shares in our
capital should a third party ever seem likely to gain (de facto) a controlling
interest in the Company. The Foundation may exercise this right for as many
preference shares as there are common shares in the Company outstanding at that
time. The object of the Foundation is to represent the interests of the Company,
the enterprises maintained by the Company and its affiliated companies within
the Philips group, such that the interests of the Company, those enterprises and
all parties involved with them are safeguarded as effectively as possible, and
that they are afforded maximum protection against influences which, in conflict
with those interests, may undermine the autonomy and identity of the Company and
those enterprises, and also to do anything related to the above ends or
conducive to them.

At present, the members of the self-electing board of the Foundation are
Messrs. S.D. de Bree, J.R.Glasz, W.E. Scherpenhuijsen Rom, W. de Kleuver and
G.J. Kleisterlee. As Chairman of our supervisory board and our board of
management respectively, Messrs. De Kleuver and Kleisterlee are ex officio
members of the board of the Foundation. Mr. Kleisterlee is not entitled to vote.
Our board of management and the board of the Foundation have declared that they
both are of the opinion that the Foundation is independent from the Company as
required by the Listing Requirements of Euronext Amsterdam N.V.'s stock market.

The common shares are held in bearer and registered form. Holders of
shares of New York Registry hold their common shares in registered form. See
"Common Share Certificates and Transfer".

Dividends

The profit shown in our annual accounts is at the disposal of the general
meeting of our shareholders, which is empowered to withhold distribution in
whole or in part or to make a distribution in whole or in part to holders of
common shares in proportion to their share ownership.

Voting Rights

Each common share and each preference share are entitled to one vote. All
common shares vote together on all matters presented at a general meeting of
shareholders.

Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders from nominations made by our
supervisory board, after consultations with the Chairman of our board of
management. The supervisory board has to nominate at least one person or as many
as the law requires for each vacancy to be filled on the board of management and
the election must be made from among the persons so nominated. The list of such
nominations shall be deposited for shareholder inspection at the registered
office of the Company and on the Company's website.

The general meeting of shareholders may deprive nominations for election
to the board of management made by our supervisory board of their binding
effect, if a resolution is passed by simple majority of the votes cast and
represents at least one-third of the issued share capital. In that event, a new
binding list shall be submitted to a subsequent general meeting of shareholders
in accordance with the provisions described above. If the second list is also
rejected in the manner provided for above, the general meeting of shareholders
shall be free to make its own appointments to the board of management. If a
simple majority of the votes cast is in favor of the resolution to deprive the
list of nominees referred to above of its binding character, but such majority
does not represent at least one-third of the issued share capital, a new meeting
may be convened at which the resolution may be passed by a simple majority of
the votes cast, regardless of the portion of the share capital represented by
such majority.

The general meeting of shareholders may also suspend or remove any member
of the board of management at any time by a simple majority of the votes cast at
a meeting at which at least one-third of the issued share capital is represented
(although no quorum is required if dismissal is proposed by the board of
management, the supervisory board).

Subject to the foregoing paragraph, the supervisory board has the power to
control nominations to our board of management.

Election of the Supervisory Board. Members of the supervisory board are
elected by the general meeting of shareholders from nominations made by the
supervisory board.

The supervisory board must nominate at least one person or as many as the
law requires for each vacancy to be filled on the supervisory board and the
election must be made from among the persons so nominated. The list of nominees
shall be deposited for shareholder inspection at the registered office of the
Company and on the Company's website. A proposal to appoint a member of the
supervisory board may only be placed on the agenda of the general meeting of the
shareholders by the supervisory board in consultation with the board of
management.

The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory board made by our supervisory board,
if a resolution is passed by simple majority of the votes cast representing at
least one-third of the issued share capital. In that event, a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions described above. If the second list is also rejected in the
manner provided for above, the general meeting of shareholders shall be free to
make its own appointments to the supervisory board. If a simple majority of the
votes cast is in favor of the resolution to deprive the list of nominees
referred to above of its binding character, but such majority does not represent
at least one-third of the issued share capital, a new meeting may be convened at
which the resolution may be passed by a simple majority of the votes cast,
regardless of the portion of the share capital represented by such majority.

The general meeting of shareholders may also suspend or remove any member
of the supervisory board at any time by a simple majority of the votes cast at a
meeting at which at least one-third of the issued share capital is represented
(although no quorum is required if dismissal is proposed by the supervisory
board).

General Meetings of Shareholders. General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam, `s-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York Registry and publish notice of the annual
meeting in national newspapers in The Netherlands. In

order to attend, to address and to vote at the general meeting of shareholders,
the holders of shares of New York Registry must advise us in writing, as stated
in the notice convening the meeting, of their intention to attend the meeting.
Holders of bearer shares must deposit their shares as specified in the published
notice. In connection with our general meetings, we do not solicit proxies
within the United States but may seek limited numbers of proxies from non-U.S.
shareholders outside the United States.

Action is taken at general meetings of shareholders by a majority of the
votes cast (except where a different proportion of votes is required by the
articles of association or Netherlands law) and there are generally no quorum
requirements applicable to such meetings.

Amendment of Articles of Association and Dissolution. Resolutions to amend
our articles of association or to dissolve the Company proposed by the board of
management must be approved by a majority of the votes cast at a general meeting
of shareholders. Resolutions to this effect proposed by shareholders must be
approved by at least a three-fourths majority of the votes cast at a general
meeting of shareholders at which more than half of the issued share capital is
represented or, if the requisite capital is not represented, by a three-fourths
majority of the votes cast at a new meeting held within eight weeks. All
resolutions to amend the articles of association or to dissolve the Company must
also be approved or ratified by the supervisory board. Resolutions to amend the
articles of association or dissolve the Company will not be valid unless the
full text of such proposals has been deposited for inspection by shareholders at
the registered office of the Company and published on the Company's website from
the day on which the notice convening the general meeting of shareholders is
delivered until the close of that meeting.

Liquidation Rights

In the event of the dissolution and liquidation of the Company, the assets
remaining after payment of all debts and liquidation expenses are to be
distributed in the following order of priority: to the holders of preference
shares, the amount paid thereon and the remainder to the holders of the common
shares.

Issuance of Shares and Preemptive Rights

Our board of management may issue shares if and insofar as the board of
management has been designated by the general meeting of shareholders as the
authorized body for this purpose, subject to the approval of our supervisory
board. A designation of the board of management will be effective for a
specified period of up to five years and may be renewed. Currently, our board of
management has been designated as the authorized body to issue shares until
September 30, 2006. The board of management must obtain the approval of the
supervisory board to issue shares. If the board of management has not been
designated, the general meeting of shareholders has the power to authorize the
issuance of shares, upon the proposal of the board of management, which proposal
must be approved by the supervisory board.

Shareholders have a pro rata preferential right of subscription to any
common share issuance unless the right is restricted or excluded. If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential subscription rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed. Currently, our board of management has been granted the
power to restrict or exclude the preferential right of subscription until
September 30, 2006. If the board of management has not been designated, the
general meeting of shareholders has the power to restrict or exclude such
rights, upon the proposal of the board of management,

which proposal must be approved by the supervisory board. Resolutions by the
general meeting of shareholders referred to in this paragraph require approval
of at least two-thirds of the votes cast if less than half of the issued share
capital is represented at the meeting. The foregoing provisions also apply to
the issuance of rights to subscribe for shares.

Repurchase of Common Shares

We may repurchase our own shares subject to certain financial tests, but
shares held in treasury may not be voted or counted for quorum purposes. Any
purchases by us are subject to the approval of the supervisory board and the
authorization of shareholders at the general meeting of shareholders. Our board
of management may be authorized by the general meeting of shareholders to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed. Currently, our board of management is authorized
to repurchase shares with the approval of the supervisory board until September
30, 2006.

Limitations on Right to Hold or Vote Common Shares

There are no limitations imposed by Netherlands law or by our articles of
association on the right of non-resident owners to hold or vote the common
shares.

Common Share Certificates and Transfer

The common shares are available in either registered or bearer form except
that the common shares quoted on the New York Stock Exchange are available in
registered form only. Our shareholders' register is maintained partly in New
York, New York, known as the New York Registry, by Citibank, our transfer agent
and registrar, and partly in The Netherlands, known as the Eindhoven Registry,
by or on behalf of us.

The common shares listed on Euronext Amsterdam N.V.'s stock market are
common shares in bearer form embodied in share certificates, which are lodged
with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the Dutch
clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such common shares. The common shares in bearer form can only be
transferred through the securities transfer system of NECIGEF. Holders of
registered common shares will be entered in our shareholders' register. At the
request of the registered shareholder, we will, without fee, issue a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered common share. A
deed of transfer, together with our acknowledgment in writing, is required to
transfer registered shares.

Persons who are not DTC participants may beneficially own common shares
registered by the New York Registry held by DTC only through direct or indirect
participants in DTC. So long as Cede & Co., as the nominee of DTC, is the
registered owner of common shares traded on the NYSE, Cede & Co. for all
purposes will be considered the shareholder of such shares. Accordingly, any
person owning a beneficial interest in common shares traded on the NYSE must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a shareholder. We understand that, under existing
industry practice, in the event that an owner of a beneficial interest in common
shares traded on the NYSE desires to take any action that Cede & Co., as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest through such participants

to take such action or would otherwise act upon the instructions of beneficial
owners holding interests through them.

Common shares traded on the NYSE may be transferred on our books at the
office of our transfer agent and registrar. Certificates representing common
shares traded on the NYSE may be exchanged at such office for certificates
representing common shares traded on the NYSE of other denominations, provided,
however, that such certificates are available only in such denominations as our
board of management determines. Under Netherlands' law, the transfer of our
registered shares requires a written instrument of transfer and written
acknowledgment by the issuer of such transfer.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The articles of association of Royal Philips Electronics provide that,
unless the law requires otherwise, the members of the board of management and of
the supervisory board shall be reimbursed by Royal Philips Electronics for
various costs and expenses, including the reasonable costs of defending claims
and of appearing in legal proceedings and any damages which they are ordered to
pay in respect of an act or failure to act in the exercise of functions
performed at the request of the Royal Philips Electronics. Under certain
circumstances, described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or failure to act by a member of the board of management or the supervisory
board can be characterized as intentional ("opzettelijk"), intentionally
reckless ("bewust roekelooi") or seriously culpable ("ernstig verwijtbaar") or
if the costs and expenses are reimbursed by insurers under an insurance policy,
there will be no entitlement to this reimbursement.

Members of the board of management, the supervisory board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance policy against damages resulting from their conduct when acting in
their capacities as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit No. Description

4.1 Royal Philips Electronics Nonqualified Stock Purchase Plan
(incorporated herein by reference to Exhibit 4.1 to Royal
Philips Electronics' registration statement on Form S-8 (File
No. 333-39204), filed with the Commission on June 13, 2000)

4.2 Global Philips Stock Option Program 2005 (part of Royal
Philips Electronics Long-Term Incentive Plan 2005)

4.3 Global Philips Restricted Share Rights Program 2005 (part of
Royal Philips

Electronics Long-Term Incentive Plan 2005)

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Samil PricewaterhouseCoopers

23.3 Consents of Independent Registered Public Accounting Firms

23.4 Consent of KPMG

24 Power of attorney (included on signature page).

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES OF ROYAL PHILIPS ELECTRONICS

Pursuant to the requirements of the Securities Act of 1933, as amended,
KONINKLIJKE PHILIPS ELECTRONICS N.V. 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Amsterdam, The
Netherlands, on May 26, 2005.

KONINKLIJKE PHILIPS ELECTRONICS N.V.

By: /s/ Arie Westerlaken
------------------------
Name: Arie Westerlaken
Title: General Secretary

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Wilco Groenhuysen his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
indicated capacities on May 26, 2005.

Name Title
---- -----

/s/ G. J. Kleisterlee President/CEO, Chairman of the Board of Management
--------------------------------------
G. J. Kleisterlee

/s/ J. H. M. Hommen Vice-Chairman of the Board of Management and Chief
-------------------------------------- Financial Officer and Principal Accounting Officer
J. H. M. Hommen

/s/ G. H. Dutine Executive Vice-President, Member of the Board of Management
--------------------------------------
G. H. Dutine

/s/ A. Huijser Executive Vice-President, Member of the Board of Management
--------------------------------------
A. Huijser

/s/ W. de Kleuver Chairman of the Supervisory Board
--------------------------------------
W. de Kleuver

II-1

Name Title
---- -----

/s/ L. Schweitzer Member of the Supervisory Board
--------------------------------------
L. Schweitzer

/s/ Richard Greenbury Member of the Supervisory Board
--------------------------------------
Sir Richard Greenbury

/s/ J-M. Hessels Member of the Supervisory Board
--------------------------------------
J-M. Hessels

/s/ K. A. L. M. van Miert Member of the Supervisory Board
--------------------------------------
K. A. L. M. van Miert

Member of the Supervisory Board
--------------------------------------
J. M. Thompson

/s/ C.J.A. van Lede Member of the Supervisory Board
--------------------------------------
C.J.A. van Lede

Member of the Supervisory Board
--------------------------------------
E. Kist

Member of the Supervisory Board
--------------------------------------
N.L. Wong

/s/ Wilco Groenhuysen Duly authorized representative in the United States
--------------------------------------
Wilco Groenhuysen

II-2

SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK
PURCHASE PLAN

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of New York, State of New York, on May 26, 2005.

ROYAL PHILIPS ELECTRONICS
NONQUALIFIED STOCK PURCHASE PLAN

By: /s/ Don Welsko
-------------------------------------
Name: Don Welsko
Title: Chairman, Stock Purchase Plan Committee

II-3

INDEX TO EXHIBITS