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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/05/05 Eidos PLC 20-F/A 6/30/04 1:38K St Ives Burrups/FA |
Document/Exhibit Description Pages Size
1: 20-F/A Amendment to Annual Report of a Foreign Private HTML 20K
Issuer
| 20-F/A | 1st “Page” of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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| Prepared and filed by St Ives Burrups |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
 |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
 |
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2004 |
| OR | |
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ________________ |
Commission file number 000-28994
(Incorporated with limited
liability in England and Wales with registered number 2501949)
(Exact name of Registrant as
specified in its charter)
England and Wales
(Jurisdiction of incorporation
or organization)
Wimbledon Bridge House, 1 Hartfield
Road, Wimbledon, London, SW19 3RU
(Address of principal executive
offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title
of each class |
Name of each exchange on which registered | |
American Depositary Shares, each representing |
NASDAQ National
Market |
|
one Ordinary Share
of the Company, |
||
and the underlying
Ordinary Shares |
Securities registered or to
be registered pursuant to Section 12(g) of the Act.
N/a
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
N/a
As at June 30, 2004, there were outstanding 3,493,276 American Depositary Shares and 142,002,471 Ordinary Shares of the Company (including Ordinary Shares underlying the outstanding American Depositary Receipts)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18
Cautionary Statement with Respect to Forward Looking Statements
Certain statements made in this Annual Report on Form 20-F with respect to the plans, strategies and beliefs of Eidos plc (“the Company”) and its consolidated subsidiaries (collectively with the Company, “the Group”) and other statements that are not historical facts are forward-looking statements (as that term is defined in the United States Private Securities Legislation Reform Act of 1995) that involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements including, without limitation, general economic conditions in the Group’s markets, particularly levels of consumer spending; exchange rates, particularly between the pound sterling and the U.S. dollar, in which the Group makes significant sales; and the Group’s ability to continue to win acceptance of its products, which are offered in highly competitive markets characterized by continuous new product introductions, rapid developments in technology and subjective and changing consumer preferences (particularly in the entertainment business); and other factors identified under “Item 3 Key Information – Risk Factors” in this report.
The Company undertakes no obligation to update any forward-looking statements contained in this Annual Report on Form 20-F, whether as a result of new information, future events or otherwise. No information contained in this Annual Report constitutes or shall be deemed to constitute an invitation or otherwise to deal in Ordinary Shares or ADR’s of Eidos plc. The price of securities and income derived therefrom can go down as well as up.
| 20-F/A | 2nd “Page” of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
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EXPLANATORY NOTE
Eidos plc (the "Company") hereby amends the information regarding general meetings of shareholders under Item 10 of its Annual Report on Form 20-F for the fiscal year ended June 20, 2004, as filed with the U.S. Securities and Exchange Commission on December 23, 2004 (the "Form 20-F for 2004").
The purpose of the amendment is to include information required under Rule 4350(a)(1) of the NASDAQ Stock Market, Inc., as to any exemption received by the Company with respect to corporate governance practices.
Other than for such specific purpose, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in the initial filing of the Annual Report on Form 20-F for the fiscal year ended June 30, 2004 or reflect any events that have occurred after the date on which such Annual Report was filed.
ITEM 10 ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of these items were incorporated by reference to the Company’s 2001 Annual Report on Form 20-F.
GENERAL MEETINGS
In regard to general meetings of the Company, we have been granted an exemption (by letter dated November 18, 1996) with respect to the quorum requirement under Rule 4350(f) of the NASDAQ Stock Market, Inc., which requires each issuer to provide for a quorum as specified in its by-laws for any meeting of the holders of common stock, which shall in no case be less than 33 1/3% of the outstanding shares of a company's common voting stock. This waiver was granted on the grounds that such quorum requirements are contrary to generally accepted business practices in the United Kingdom. We comply with the relevant quorum standards applicable to companies in the United Kingdom, as set forth in our Memorandum and Articles of Association.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this amendment to its Annual Report for the year ended June 30, 2004, to be signed on its behalf by the undersigned, thereunto duly authorized.
Eidos plc |
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| –––––––––––––––––––––––– | ||
| Stuart Cruickshank Chief Financial Officer |
||
| 20-F/A | Last “Page” of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 3rd |
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| SIGNATURES | ||
| The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. | ||
_______ Eidos plc__________
|
||
| /s/ STUART CRUICKSHANK | ||
| (Signature) | ||
| Date: April 6, 2005 | Stuart
Cruickshank, Chief Financial Officer
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| Referenced-On Page | |||||||||
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| This ‘20-F/A’ Filing | Date | First | Last | Other Filings | |||||
 | |||||||||
| 4/6/05 | 3 | ||||||||
| Filed on: | 4/5/05 | ||||||||
| 12/23/04 | 2 | 20-F | |||||||
| For Period End: | 6/30/04 | 1 | 2 | 20-F, 6-K | |||||
| 6/20/04 | 2 | ||||||||
| 11/18/96 | 2 | ||||||||
| List all Filings | |||||||||