CONFORMED
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16
Of The
Securities Exchange Act of 1934
For the month of April 2004 Commission File Number 1-11854
NATUZZI S.p.A.
(Translation of Registrant's name into English)
Via Iazzitiello 47
70029 Santeramo, Italy
(Address of principal office)
(Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F Form 40-F _ _
--- -
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
(Check One) Yes No _
--- --
(If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b). 82- .) ---
Natuzzi SpA
(NYSE: NTZ)
Annual Ordinary Shareholders' Meeting
First call: April 30, 2004 (Central European Time)
Second call: May 3, 2004 (Central European Time)
With reference to the agenda indicated in the Notice of Call
distributed on April 9, 2004, the Company has been informed by the majority
shareholders of the Company of the following information regarding points 3 and
4 of the aforesaid Notice:
3.a Members of the Board of Directors
The following individuals are the current Directors of the Company. The
majority shareholders intend to nominate each of such individuals for
reappointment.
Pasquale Natuzzi (64) founded the Company in 1959 and has since acted as its
principal executive officer. Mr. Natuzzi held the title of Sole Director of the
Company from its incorporation in 1972 until 1991, when he became Chairman of
the Board of Directors.
Armando Branchini (59) has been an Outside Director of the Company since 2001.
He founded InterCorporate - Strategie e Impresa, a consultancy firm, specialized
in business strategies and strategic marketing. He is a professor of Strategic
Marketing of Luxury Goods at the IULM University in Milan. From 1973 to 1987, he
was responsible for establishing and implementing a marketing program aimed at
supporting the entrance and development of Italian fashion in the principal
international markets.
Stelio Campanale (41) is an Outside Director of the Company and has been a
member of the Board of Directors since 1991. He was Legal Counsel of the Company
from 1991 to 1997, and then served as a consultant of the Company. He was
previously a senior consultant at Praxi S.p.A., a corporate consulting company,
from 1988 to 1990.
Giuseppe Desantis (42) has been Vice Chairman of the Board of Directors of the
Company since 1991. From 1988 to 1991, he was Assistant to Mr. Natuzzi. In 1987,
he managed the Company's pricing and costing department. From 1984, when he
joined the Company, to 1986 he worked in the accounting department.
Pietro Gennaro (83) has been an Outside Director of the Company since 1993. Mr.
Gennaro was the founder of Gennaro-Boston Associati, an Italian management
consulting firm that is a subsidiary of the Boston Consulting Group. He was a
professor at the University of Pavia and at ISTUD, a senior management business
school. Mr. Gennaro is also a management consultant to major companies in Italy,
serving as Chief Executive Officer of PGA - Strategia e Organizzazione, and has
served previously as President of Waste Management Italia.
Giambattista Massaro (42) is a Director and General Manager of Purchasing and
Logistics of the Company. He joined the Company in 1987.
Gianluca Monteleone (36) is a Director and Marketing Manager of the Company. He
joined the Company at the beginning of 1999 and became a Director at the end of
the same year. He was previously a Brand Manager at Johnson & Johnson, Italy and
Marketing Manager at Sara Lee International.
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Giuseppe Russo Corvace (54) has been an Outside Director of the Company since
2000. He is a partner of Studio Vitali e Associati, a law and tax consulting
firm serving the Company and major domestic and multinational companies. He is
also a member of the Board of DirectorDirectors and Board of Auditors of other
Italian companies.
Enrico Vitali (42) has been an Outside Director of the Company since 1994. He is
a Certified Public Accountant and a partner of Studio Vitali e Associati, a law
and tax consulting firm serving the Company and major domestic and multinational
companies. He is also member of the Board of Directors and Board of Auditors of
other Italian companies.
3.b Determination of the compensation of the members of the Board of
Directors
The majority shareholders intend to propose a total compensation for
the members of the Board of Directors in an amount up to EUR 800,000.00, of
which EUR 16,000.00 shall be paid to each member and the remaining in an amount
up to EUR 656,000.00 shall be assigned by the Board of Directors on the basis of
their respective duties.
4.a Appointment of the members of the Board of Statutory Auditors
The majority shareholders intend to propose the following individuals
to serve on the Board of Statutory Auditors:
Francesco Venturelli, Member
Cataldo Sferra, Member
Costante Leone, Member
Giuseppe Pio Macario, Alternate
Vittorio Boscia, Alternate
4.b Appointment of the Chairman of the Board of Statutory Auditors
The majority shareholders intend to propose Francesco Venturelli to
serve as the Chairman of the Board of Statutory Auditors.
4.c Determination of the compensation of the members of the Board of
Statutory Auditors
The Board of Statutory Auditors will be compensated in accordance with
Italian Law.
Best regards,
Natuzzi SpA
Pasquale Natuzzi
Chairman of the Board and Chief Executive Officer
April 16, 2004
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NATUZZI S.p.A.
Registered Office: Bari, Italy, Corso Cavour 51
Fully paid share capital : (euro) 54.681.628
Registry: Companies Register of Bari, no. 19551
Vat no. and Fiscal Code: 03513760722
NOTICE OF CALL
2004 ANNUAL ORDINARY SHAREHOLDERS' MEETING
To the holders of American Depositary Shares ("ADS", each representing one
ordinary share) of Natuzzi S.p.A. (the "Company"):
Notice is hereby given that the 2004 Annual Ordinary Shareholders' Meeting of
the Company will be held at its executive offices at Santeramo in Colle (BA),
Via Iazzitiello, no. 47, on April 29, 2004 (on first call), at 9:00 a.m.
(Central European Time), and if necessary, on April 30, 2004 (on second call),
at the same location at 10.30 a.m. (Central European Time), in order to consider
and vote upon the following items on the agenda:
1. Approval of the unconsolidated financial statements of the Company for the
fiscal year ended on December 31, 2003 and the related reports of the Board
of Directors and the Board of Statutory Auditors and Company's External
Auditors. Presentation of the Company's consolidated financial statements
for the fiscal year ended on December 31, 2003.
2. Approval of the financial statements, for the fiscal year ended on December
31, 2003, of the following company merged into Natuzzi S.p.A. on November
21, 2003: Style & Comfort Srl.
3. Appointment of the members of the Board of Directors and determination of
their compensation.
4. Election of the members of the Board of Statutory Auditors and
determination of their compensation
5. Appointment of the Company's External Auditors for the three year period
from 2004 to 2006 and determination of their compensation.
6. Distribution of dividends.
ADS holders of record at the close of business on March 23, 2004 are entitled to
instruct the Depositary, in accordance with instructions to be given by the
Depositary, to endeavor, in so far as practicable, to vote or cause to be voted
the amount of ordinary shares of the Company represented by their ADSs at the
2004 Annual Ordinary Shareholder's Meeting of the Company.
ADR holders of record at the close of business on March 23, 2004 may attend the
2004 Annual Ordinary Shareholder's Meeting of the Company (without the right to
vote or speak) following a written request to the Depositary made in accordance
with the instructions given by the Depositary.
Natuzzi S.p.A.
Pasquale Natuzzi
Chairman of the Board and Chief Executive Officer
1
CONFORMED
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.
NATUZZI S.p.A.
(Registrant)
Date: April 16, 2004 By: /s/ GIUSEPPE DESANTIS
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Giuseppe Desantis