FORM 6-K
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
April 26, 2004
Commission File Number 000-30980
INFICON Holding AG
INFICON Holding Inc.
(Translation of registrant's name into English)
INFICON Inc.
Two Technology Place
East Syracuse, New York 13057
(Address of principal executive offices)
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 I X I Form 40-F I I
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 I I No I X I
INVITATION
to the Ordinary General Meeting of Shareholders
Tuesday, 25th May 2004, 3 p.m. (The doors will be opened at 2 p.m.)
at INFICON AG, Alte Landstrasse 6, 9496 Balzers, Liechtenstein
ITEMS ON THE AGENDA and PROPOSALS by the BOARD OF DIRECTORS
1. Approval of the Business Report 2003
(Annual Report, Annual Financial Statements and Consolidated Financial
Statements following notification of the reports of the Group and Company
auditors)
The Board of Directors proposes to approve the Business Report 2003,
consisting of the Annual Report, the Consolidated Financial Statements of
the INFICON Group and the Annual Financial Statements of INFICON Holding
AG.
2. Allocation of the Retained Loss of INFICON Holding AG
Retained Earnings as per January 1, 2003 CHF 1'221'000.00
Loss of the Fiscal Year 2003 CHF - 15'684'000.00
----------------------------
Retained Loss as per December 31, 2003 CHF - 14'463'000.00
============================
Transfer from General Reserve to Retained Earnings /
Retained Loss CHF 14'463'000.00
----------------------------
Retained Earnings as per January 1, 2004 CHF 0.00
============================
The Board of Directors proposes that the amount of CHF 14'463'000.00 be
transferred from General Reserve to Retained Earnings / Retained Loss and
the Retained Earnings / Retained Loss of CHF 0.00 be carried forward.
3. Discharge of the Members of the Board of Directors
The Board of Directors proposes the discharge of the members of the Board
of Directors for their activity during the fiscal year 2003.
4. Election of Board Members
John Grad, Chairman, Kurt Muck and James Brissenden have resigned from the
board of directors as of the Ordinary General Meeting of Shareholders on
May 25, 2004.
a. Re-election of Board Member
The Board of Directors proposes to re-elect Dr. Thomas Staehelin as
member of the Board of Directors for a period of 3 years.
b. Election of New Board Member
The Board of Directors proposes to elect Mr. Gustav Wirz as member of
the Board of Directors for a period of 3 years.
Mr. Wirz started his professional career in 1970 as head of the R&D
department of Kulicke & Soffa, one of the pioneers in semiconductor
equipment manufacturing. In 1974, he joined Seier AG in Switzerland
as Managing Director. In 1979, Mr. Wirz started his own company,
Gustav Wirz AG which became Alphasem AG in 1985. In 1987, Mr. Wirz
was elected to the SEMI board, the worldwide industry association of
the semiconductor equipment and materials industry. He was the first
non-U.S. director. In 1999, he sold the company to the Dover
Corporation. Today he is a private investor, and he serves on the
boards of several companies, including Alphasem, NetInvest, QC
Solutions (USA), Best-Immo-Invest and Exalos. He is a member of the
council of technical college of eastern Switzerland. Mr. Wirz studied
mechanical engineering at the technical college in Biel, Switzerland.
5. Appointment of Auditors and Group Auditors
The Board of Directors proposes the appointment of PricewaterhouseCoopers
AG, Zurich, for a further year as Auditors and Group Auditors.
Documents
The Business Report 2003 (together with Annual Report, Annual Financial
Statements and Consolidated Financial Statements), as well as the original
reports of the Group and Company Auditors, will be available for
inspection by the shareholders with effect from the 26th April 2004 at the
registered offices of the Company at Hintergasse 15B, 7310 Bad Ragaz,
Switzerland. Registered shareholders have been sent a copy of the Business
Report 2003 together with the invitation.
Admission cards
Shareholders with voting rights, who are recorded in the share register on
the 26th April 2004, have been sent the invitation to the Ordinary General
Meeting of Shareholders consisting of the items on the agenda and the
proposals by the Board of Directors and including the Business Report
2003, the application form, and a reply envelope.
On return of the application form in the reply envelope on or prior to the
13th May 2004, they will be sent the admission and voting cards.
Registered shareholders who sell their shares prior to the Ordinary
General Meeting of Shareholder are no longer entitled to vote.
Representation / Proxy
Shareholders who do not personally attend the Ordinary General Meeting of
Shareholders can be represented as follows:
-- by a representative: Complete the application form and mail it in the
reply envelope to SAG. You will receive the admission and voting
cards. Please fill out the proxy and give the admission and voting
cards to your representative;
-- by the independent proxy holder Prof. Dr. iur. Lukas Handschin,
Attorney, Bahnhofplatz 9, 8001 Zurich, Switzerland: Please fill out
the application form accordingly and mail it in the reply envelope to
SAG. The admission card does not have to be requested;
-- by INFICON Holding AG: Please fill out the application form
accordingly and mail it in the reply envelope to SAG. The admission
card does not have to be requested.
In addition to choosing to send the proxy to the independent proxy holder
or to INFICON Holding AG, you can also issue written instructions for the
purpose of casting votes. If you do not make use of this option, the
independent proxy holder or INFICON Holding AG will exercise the right to
vote pursuant to the proposals of the Board of Directors.
Portfolio representatives as understood by Article 689d OR are requested
to notify the Company in good time, no later however than by the 25th May
2004, 2:00 p.m. CEST, at the reception desk for the Ordinary General
Meeting of Shareholders, of the number of shares they represent.
Information
Please address all correspondence relating to the Ordinary General Meeting
of Shareholders to S A G SIS Aktienregister AG, Baslerstrasse 90,
CH-4609 Olten, Tel. ++41 (0)62 311 61 77, Fax: ++41 (0)62 205 39 71.
We look forward to welcoming the participating shareholders to cocktails
following the Ordinary General Meeting of Shareholders.
Yours sincerely,
INFICON Holding AG
For the Board of Directors:
John Grad, Chairman
Bad Ragaz, 26th April 2004
Enclosure: Invitation dated April 26, 2004 to the Ordinary General Meeting of
Shareholders.
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.
Date: April 28, 2004 INFICON Holding AG
By: /s/ Peter G. Maier
------------------------------------------
Name: Peter G. Maier
Title: Vice President and Chief Financial
Officer