SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
October 12, 2004
INFINEON TECHNOLOGIES AG
St.-Martin-Strasse 53
D-81541 Munich
Federal Republic of Germany
Tel: +49-89-234-0
(Address of principal executive offices)
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 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): 82-_____.
This Report on Form 6-K contains a joint press release of Infineon Technologies
AG and Finisar Corporation dated October 11, 2004, to announce that the
company's have agreed to modify the terms of a previously announced agreement
under which Finisar is to acquire Infineon's Fiber Optics Business Unit.
SIGNATURES
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.
INFINEON TECHNOLOGIES AG
Date: October 12, 2004 By: /s/ WOLFGANG ZIEBART
Dr. Wolfgang Ziebart
Chairman, President and
Chief Executive Officer
By: /s/ PETER J. FISCHL
Peter J. Fischl
Chief Financial Officer
[Finisar logo] [Infineon logo]
News Relese/Presseinformation
Joint News Release by Infineon and Finisar
FINISAR AND INFINEON MODIFY TERMS OF AGREEMENT
Munich/Germany and Sunnyvale, Calif./USA -- October 11, 2004 -- Infineon
Technologies AG, Muncih (FSE/NYSE: IFX) and Finisar Corporation (NASDAQ: FNSR)
announced today that they have agreed to modify the terms of a previously
announced agreement under which Finisar is to acquire Infineon's Fiber Optics
Business Unit based in Berlin, Germany. The terms were modified in part due to
the operating results for this business unit during the past six months. Under
the terms of the modified agreement, Finisar will issue approximately 110
million shares of Finisar common stock to Infineon compared to approximately
135 million shares that would have been issuable under the original agreement.
Following the transaction, Infineon will hold a 33 percent. equity interest in
Finisar. In addition, Infineon has agreed to provide financial assistance with
respect to the costs of restructuring the operations of the Fiber Optics
Business Unit and integrating those operations with Finisar's following the
closing.
The transaction is subject to approval by Finisar's shareholders, applicable
regulatory approvals and other customary closing conditions. Jerry Rawls,
President and CEO of Finisar, and Frank Levinson, Chairman and Chief Technology
Officer of Finisar, who own an aggregate of approximately 16% of the
outstanding Finisar shares, have entered into agreements with Infineon to vote
their shares in favor of the transaction. The companies have already received
the required antitrust clearances in the U.S. and Europe.
As previously announced, the acquisition will involve the transfer of
Infineon's fiber optic development, manufacturing, and certain marketing
activities and approximately 1,200 employees. The Infineon Fiber Optics
Business Unit develops, manufactures and markets a broad range of fiber optic
datacom and telecom modules supporting the common MSA standards, BIDI
components that allow bi-directional transmission
FOR THE BUSINESS AND TRADE PRESS: INFXX200410.005e
MEDIA RELATIONS CORPORATE NAME: PHONE/FAX: EMAIL
WORLDWIDE HEADQUARTERS GUENTER GAUGLER +49 89 234 28481 / 28482 guenter.gaugler@infineon.com
U.S.A. CHRISTOPH LIEDTKE +1 408 501 6790 / 2424 christoph.liedtke@infineon.com
ASIA KAYE LIM +65 6840 0689 / 0073 kaye.lim@infineon.com
JAPAN HIROTAKA SHIROGUCHI +81 3 5449 6795 / 6401 hirotaka.shiroguchi@infineon.com
INVESTOR RELATIONS EU/APAC +49 89 234 26655 USA/CAN +1 408 501 6800 investor.relations@infineon.com
2
on a single fiber for fiber-to-the-home applications (FTTH), and plastic
optical fiber (POF) components that are used in automotive applications
specifically, for entertainment and safety systems.
Pending the approval of Finisar's shareholders, the transaction is now expected
to close in the fourth calendar quarter of this year.
At closing, Mr. Thomas Seifert, CEO of Infineon's Memory Products Group, is
expected to join the Finisar Board of Directors.
Deutsche Bank Securities is acting as sole financial advisor to Finisar,
Citigroup Global Markets is acting as sole financial advisor to Infineon.
ABOUT FINISAR
Finisar Corporation (NASDAQ: FNSR) is a technology leader for fiber optic
subsystems and network performance test systems. These products enable
high-speed data communications for networking and storage applications over
Gigabit Ethernet Local Area Networks (LANs) Fibre Channel Storage Area Networks
(SANs), and Metropolitan Area Networks (MANs) using IP and SONET/SDH-based
protocols. The Company's headquarters is in Sunnyvale, California, USA.
www.Finisar.com.
ABOUT INFINEON
Infineon Technologies AG, Munich, Germany, offers semiconductor and system
solutions for the automotive and industrial sectors, for applications in the
wired communications markets, secure moblie solutions as well as memory
products. With a global presence, Infineon operates in the US from San Jose,
CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo. In
fiscal year 2003 (ending September), the company achieved sales of Euro 6.15
billion with about 32,300 employees worldwide. Infineon is listed on the DAX
index of the Frankfurt Stock Exchange and on the New York Stock Exchange
(ticker symbol: IFX). Further information is avilable at www.infineon.com.
This news release is available online at
http://www.infineon.com/news/.
FOR THE BUSINESS AND TRADE PRESS: INFXX200410.005e
MEDIA RELATIONS CORPORATE NAME: PHONE/FAX: EMAIL
WORLDWIDE HEADQUARTERS GUENTER GAUGLER +49 89 234 28481 / 28482 guenter.gaugler@infineon.com
U.S.A. CHRISTOPH LIEDTKE +1 408 501 6790 / 2424 christoph.liedtke@infineon.com
ASIA KAYE LIM +65 6840 0689 / 0073 kaye.lim@infineon.com
JAPAN HIROTAKA SHIROGUCHI +81 3 5449 6795 / 6401 hirotaka.shiroguchi@infineon.com
INVESTOR RELATIONS EU/APAC +49 89 234 26655 USA/CAN +1 408 501 6800 investor.relations@infineon.com
3
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for statements of historical fact, the statements contained in this
press release are forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, including statements
regarding Finisar's expectations, beliefs, intentions, or strategies regarding
the future. All forward-looking statements included in this press release are
based upon information available to Finisar as of the date hereof, and Finisar
assumes no obligation to update any such forward-looking statements.
Forward-looking statements involve risks and uncertainties, which could cause
actual results to differ materially from those projected. These uncertainties
include potential problems related to the assimilation and integration of the
operations, technologies and products of Infineon's Fiber Optics Business, as
well as all risks associated with the rapidly evolving markets for Finisar's
products and uncertainty regarding the development of these markets; Finisar's
historical dependence on sales to a limited number of customers and
fluctuations in the mix of customers in any period; ongoing new product
development and introduction of new and enhanced products; the challenges of
rapid growth followed by periods of contraction; and intensive competition.
Other risks relating to Finisar's business are set forth in Finisar's Annual
Report on Form 10-K and other interim reports as filed with the Securities and
Exchange Commission.
MEDIA CONTACTS AT FINISAR COPERATION
Steve Workman Shelby Palmer
Senior VP Finance, CFO Investor Relations
Phone: +1 408-542-4102 Phone: +408-542-5050
Email: steve.workman@Finisar.com Email: Investor.relations@Finisar.com
FOR THE BUSINESS AND TRADE PRESS: INFXX200410.005e
MEDIA RELATIONS CORPORATE NAME: PHONE/FAX: EMAIL
WORLDWIDE HEADQUARTERS GUENTER GAUGLER +49 89 234 28481 / 28482 guenter.gaugler@infineon.com
U.S.A. CHRISTOPH LIEDTKE +1 408 501 6790 / 2424 christoph.liedtke@infineon.com
ASIA KAYE LIM +65 6840 0689 / 0073 kaye.lim@infineon.com
JAPAN HIROTAKA SHIROGUCHI +81 3 5449 6795 / 6401 hirotaka.shiroguchi@infineon.com
INVESTOR RELATIONS EU/APAC +49 89 234 26655 USA/CAN +1 408 501 6800 investor.relations@infineon.com
INFINEON TECHNOLOGIES AG
BY ELECTRONIC TRANSMISSION VIA EDGAR
Securities and Exchange Commission Name Francois Eksteen
450 Fifth Street, N.W. Department SEC Reporting / AFR-SEC
Washington D.C. 20549 Telephone +49 89 / 234-21758
Fax +49 89 / 234-22964
E-Mail francois.eksteen@infineon.com
Internet www.infineon.com
Date October 12, 2004
Re: Infineon Technologies AG (IFX)
Report on Form 6-K
Ladies and Gentlemen:
Infineon Technologies AG is filing today by electronic transmission over
the Commission's Edgar system a report on Form 6-K contains a joint press
release of Infineon Technologies AG and Finisar Corporation dated October 11,
2004, to announce that the company's have agreed to modify the terms of a
previously announced agreement under which Finisar is to acquire Infineon's
Fiber Optics Business Unit.
Please direct any questions to the undersigned at (011-49) 89-234-21758.
Sincerely yours,
/s/ FRANCOIS EKSTEEN
Francois Eksteen
Senior Director SEC Reporting