**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

**FORM 20-F**

 
| **o**      | **REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)****OR 12(g)  OF THE SECURITIES EXCHANGE ACT OF  1934** |
|------------|-----------------------------------------------------------------------------------------------------------|
|       |                                                                                                      |
|       | **OR**                                                                                                    |
|       |                                                                                                      |
| **ý** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**                 |
|       |                                                                                                      |
|       | **For the  fiscal year ended December 31, 2002**                                                          |
|       |                                                                                                      |
|       | **OR**                                                                                                    |
|       |                                                                                                      |
| **o**      | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**             |

 

**For thetransition period from          to          **

 

**Commission filenumber: 0-27298**

 

**TRIPLE P N.V.**

(Exact Name of Registrant as Specified in ItsCharter)

 

**The Netherlands**

(Jurisdiction of Incorporation or Organization)

 

**Ir. D.S. Tuynmanweg 104131 PN VianenThe Netherlands**

(Address of Principal Executive Offices)

 

Securities registered or to be registeredpursuant to Section 12(b) of the Act:

**None**

 

Securities registered or to be registeredpursuant to Section 12(g) of the Act:

** **
| **Title of each class** |   | **Name of each exchange on which registered** |   |
|-------------------------|--------|-----------------------------------------------|--------|
| Common Shares           |   | Nasdaq  Small Cap Market                      |   |

 

Securities for which there is a reportingobligation pursuant to Section 15(d) of the Act:

**None**

 

The number ofoutstanding shares of the issuer’s classes of capital or common stock as ofDecember 31, 2002 was 30,469,345.shares of common stock, EUR 0,04 par value pershare.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

Yesý         No o

 

Indicate by check mark which financial statement item the Registrant haselected to follow.

Item17 o         Item 18 ý

 

 

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Unless the contextotherwise requires, references herein to the ‘Company’ or to ‘Triple P’ are toTriple P N.V. and its consolidated subsidiaries. Triple P is a registeredtrademark of Triple P N.V. This Annual Report on Form 20-F also contains trademarksof other companies.

 

Our consolidatedfinancial statements are prepared in accordance with United States generallyaccepted accounting principles.  Ourconsolidated financial statements are expressed in euro, the currency of theEuropean Economic and Monetary Union, which was introduced on January 1,1999.  Amounts for all periods prior toJanuary 1, 1999 were restated from our former reporting currency, the Dutchguilder, into euro using the exchange rate at January 1, 1999 of €1.00 = NLG2.20371.  In this Annual Report on Form20-F, references to ‘euros’, ‘EUR’ and ‘€’ are to European Monetary Union eurosand references to ‘dollars’, ‘US$’ and ‘$’ are to United States dollars.

 

2

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**Table of contents**

 
| Part I       |                                                                                                                                                                                               |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Item 1       | Identity  of Directors, Senior Management and Advisers                                                                                                                                             |
| Item 2       | Offer Statistics and Expected Timetable                                                                                                                                                            |
| Item 3       | Key Information                                                                                                                                                                                    |
| Item 4       | Information on the Company                                                                                                                                                                         |
| Item 5       | Operating and Financial Review and  Prospects                                                                                                                                                      |
| Item 6       | Directors,  Officers and Employees                                                                                                                                                                 |
| Item 7       | Major  Shareholders and Related Party Transactions                                                                                                                                                 |
| Item 8       | Financial  Information                                                                                                                                                                             |
| Item 9       | The  Offering and Listing                                                                                                                                                                          |
| Item 10      | Additional  Information                                                                                                                                                                            |
| Item 11      | Quantitative  and Qualitative Disclosures about Market Risk                                                                                                                                        |
| Item 12      | Description  of Securities other than Equity Securities                                                                                                                                            |
|         |                                                                                                                                                                                               |
| Part II      |                                                                                                                                                                                               |
| Item 13      | Defaults,  Dividend Arrearages and Delinquencies                                                                                                                                                   |
| Item 14      | Material  Modifications to the Rights of Security Holders and the Use of Proceed                                                                                                                   |
| Item 15      | Controls  and Procedures                                                                                                                                                                           |
| Item 16      | [Reserved]                                                                                                                                                                                         |
|         |                                                                                                                                                                                               |
| Part III     |                                                                                                                                                                                               |
| Item 17      | Financial  Statements                                                                                                                                                                              |
| Item 18      | Financial  Statements                                                                                                                                                                              |
| Item 19      | Exhibits                                                                                                                                                                                           |
|         |                                                                                                                                                                                               |
| Exhibits     |                                                                                                                                                                                               |
| Exhibit 1    | Articles of  Association, as amended (attached hereto)                                                                                                                                             |
| Exhibit 8    | Subsidiaries (included herein)                                                                                                                                                                     |
| Exhibit 10.1 | Triple  P N.V. Consolidated Financial Statements (included herein)                                                                                                                                 |
| Exhibit 10.2 | Certification  by the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  (included herein)       |
| Exhibit 10.3 | Certification  by the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002  (included herein) |

 

3

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Part I

 

Item 1

## **Identity of Directors**,Senior Management and Advisers

Not applicable

 

Item 2

## **Offer Statist**icsand Expected Timetable

Not applicable

 

Item 3

## **Key Infor**mation

 

## **SelectedFinancial Data**

 

The following selectedfinancial data should be read in conjunction with the Consolidated FinancialStatements and related notes thereto, included in this Annual Report on Form20-F. The selected statements of operations data for the years ended December31, 2000, 2001 and 2002, and the balance sheet data at December 31, 2001 and2002 have been derived from the Consolidated Financial Statements of theCompany, which have been prepared in accordance with United States GenerallyAccepted Accounting Principles (US GAAP), and are included herein. The selectedstatements of operations data for the year ended December 31, 1998 and 1999 andthe balance sheet data at December 31, 1998, 1999 and 2000 are derived fromaudited financial statements not included herein.

 

Beginning January 1,1999, the Company (i) changed its method of allocating certain costs ofcorporate management among sales and marketing expense, general andadministrative expense and research and development expense and (ii)reclassified certain working capital financing costs from general andadministrative expense to interest expense. The following selected financialdata for the years 1998 through 2002 reflect such reallocations.

 

Beginning January 1,2000, the Company changed its reporting currency from Dutch guilders intoEuropean Monetary Union euros. All prior year figures in Dutch guilders havebeen restated in euros using the exchange rate as of January 1, 1999 of Dutchguilder 2.20371 to EUR 1.00. For more background information reference is madeto ‘Item 3 - Exchange Rate Information’ included herein.

 

4

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Statement of Operations Data

(in thousands)

 
|                                                    |   | **Year Ended  December 31,** |       |
|---------------------------------------------------------|--------|------------------------------|------------|
|                                                    |   | **1998**                     |       | **1999** |   | **2000** |   | **2001** |   | **2002** |   |
|                                                    |   | **EUR**                      | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** | ** ** |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Net revenues                                            |   | 111,841                      |       | 112,812 |   | 122,353 |   | 110,874 |   | 96,373 |   |
| Cost of revenues                                        |   | 83,702                       |       | 88,474 |   | 100,252 |   | 91,793 |   | 79,438 |   |
| **Gross profit**                                        |   | 28,139                       |       | 24,338 |   | 22,101 |   | 19,081 |   | 16,935 |   |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Sales and  marketing expense                            |   | 11,244                       |       | 10,932 |   | 10,227 |   | 9,743 |   | 9,777 |   |
| Research and  development expense                       |   | 1,731                        |       | 2,408 |   | 661 |   | — |   | — |   |
| General and  administrative expense                     |   | 7,058                        |       | 6,607 |   | 5,770 |   | 4,658 |   | 6,660 |   |
| Goodwill  amortization                                  |   | 463                          |       | 255 |   | 191 |   | 189 |   | — |   |
| Loss on  impairment                                     |   | 943                          |       | — |   | — |   | — |   | — |   |
| Restructuring  charge                                   |   | —                       |       | — |   | — |   | — |   | 1,370 |   |
| Total operating  expenses                               |   | 21,439                       |       | 20,202 |   | 16,849 |   | 14,590 |   | 16,807 |   |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| **Operating Income from continuing  operations**        |   | 6,700                        |       | 4,136 |   | 5,252 |   | 4,491 |   | 128 |   |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Other income  (expense), net                            |   | (929                         | )          | (851 | ) | (517 | ) | (245 | ) | (648 | ) |
| Income (loss)  before income taxes                      |   | 5,771                        |       | 3,285 |   | 4,735 |   | 4,246 |   | (520 | ) |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Income taxes  (benefit)                                 |   | (1,412                       | )          | — |   | — |   | — |   | — |   |
| Net income  (loss) before equity in loss of affiliate   |   | 7,183                        |       | 3,285 |   | 4,735 |   | 4,246 |   | (520 | ) |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Equity in loss  of affiliate                            |   | (586                         | )          | — |   | — |   | — |   | — |   |
| **Net income (loss) from continuing  operations**       |   | 6,597                        |       | 3,285 |   | 4,735 |   | 4,246 |   | (520 | ) |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Profit (loss)  from discontinued operations             |   | (2,279                       | )          | (823 | ) | 326 |   | (377 | ) | — |   |
| Profit (loss) on  disposal of discontinued operations   |   | (3,004                       | )          | — |   | — |   | (628 | ) | — |   |
| **Net income (loss) from discontinued  operations(1)**  |   | (5,283                       | )          | (823 | ) | 326 |   | (1,005 | ) | — |   |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| **Net income (loss)**                                   |   | 1,314                        |       | 2,462 |   | 5,061 |   | 3,241 |   | (520 | ) |
|                                                    |   |                         |       |   |   |   |   |   |   |   |   |
| Preferred stock  dividend                               |   | 980                          |       | 980 |   | 980 |   | 572 |   | — |   |
| Preferred stock  withdrawal premium                     |   | —                       |       | — |   | — |   | 454 |   | — |   |
| **Net income (loss) available to  common shareholders** |   | 334                          |       | 1,482 |   | 4,081 |   | 2,215 |   | (520 | ) |

 

5

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Statementof Operations Data

(in thousands except pershare data)

 
|                                                      |   | **Year Ended  December 31,** |       |
|-----------------------------------------------------------|--------|------------------------------|------------|
|                                                      |   | **1998**                     |       | **1999** |   | **2000** |   | **2001** |   | **2002** |   |
|                                                      |   | **EUR**                      | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** |   |
|                                                      |   |                         |       |   |   |   |   |   |   |   |   |
| **Basic and diluted earnings per  share**                 |   |                         |       |   |   |   |   |   |   |   |   |
| Net income  (loss) per share from continuing operations   |   | 0.18                         |       | 0.08 |   | 0.12 |   | 0.10 |   | (0.02 | ) |
| Net income  (loss) per share from discontinued operations |   | (0.17                        | )          | (0.03 | ) | 0.01 |   | (0.03 | ) | — |   |
| Total net income  (loss) per share                        |   | 0.01                         |       | 0.05 |   | 0.13 |   | 0.07 |   | (0.02 | ) |
|                                                      |   |                         |       |   |   |   |   |   |   |   |   |
| **Weighted average shares outstanding**                   |   |                         |       |   |   |   |   |   |   |   |   |
| Basic                                                     |   | 30,469                       |       | 30,469 |   | 30,469 |   | 30,469 |   | 30,469 |   |
| Diluted                                                   |   | 30,995                       |       | 30,763 |   | 30,469 |   | 30,469 |   | 30,469 |   |

 

Balance Sheet Data

(in thousands)

 
|                                        |   | **Year Ended  December 31,** |       |
|---------------------------------------------|--------|------------------------------|------------|
|                                        |   | **1998**                     |       | **1999** |   | **2000** |   | **2001** |   | **2002** |   |
|                                        |   | **EUR**                      | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** | ** ** | **EUR** |   |
|                                        |   |                         |       |   |   |   |   |   |   |   |   |
| Cash, cash  equivalents and restricted cash |   | 886                          |       | 2,600 |   | 9,673 |   | 1,069 |   | 4,266 |   |
| Working capital                             |   | 3,874                        |       | 6,359 |   | 11,262 |   | 2,909 |   | 1,874 |   |
| Total debt                                  |   | 5,231                        |       | — |   | — |   | — |   | — |   |
| Total assets                                |   | 39,364                       |       | 36,006 |   | 39,953 |   | 27,875 |   | 22,986 |   |
| Shareholders’  equity                  |   | 7,449                        |       | 8,502 |   | 12,576 |   | 3,492 |   | 2,514 |   |

 

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(1)  Discontinued Operations include (seeitem 4 for more information):

Transport & Logistics - Software Solutions Business, Germany

Telematics - Systems Manufacturing Business,The Netherlands

B-Catel - Services Solutions Business,The Netherlands

MAI France - Services Solutions Business, France

Computer Industries - Systems Solutions Business,The Netherlands

Mediasysteme - Software Solutions Business, Germany

Belgium - Software and Services Solutions Business, Belgium

 

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**Exchange Rate Information**

 

On January 1, 1999, TheNetherlands adopted the euro as its legal tender. Since the euro did not existprior to January 1, 1999, the Company cannot present actual exchange ratesbetween the euro and the US dollar for earlier periods in its auditedconsolidated financial statements and in the other financial informationdiscussed in this annual report. To enable you to ascertain how the trends inthe Company’s financial results might have appeared had they been expressed inUS dollars, the table below shows the average exchange rates of euros per USdollar for the periods shown. For all periods prior to the creation of the euroon January 1, 1999, this information has been calculated using the average noonbuying rates for the Dutch guilder per $ 1.00 for each period, as translatedinto euro at the official fixed rate of EUR 1.00 to Dutch guilder 2.20371.Theaverage is computed using the noon buying rate for the Dutch guilder on thelast business day of each month during the period indicated.  These ratios may differ from the actualratios used in the preparation of our financial statements and other financialinformation appearing in this annual report.

 

As a consequence of thismethodology, the comparative information included in this annual report forthose prior periods depicts the same trends that would have been presented ifwe had continued to present financial information in our previous reportingcurrency, the Dutch guilder.  Thefinancial statements for periods prior to January 1, 1999 presented by us ineuros will not be comparable to the financial statements of other companies thatreport in euros and that have restated amounts from a currency other than Dutchguilders.

 

Average exchange rates of euros per US dollar are as follows

(EUR per $ 1.00)

 
| **Calendar  period** |   | **Period  End** |   | **Average  Rate(1)** |   | **High** |   | **Low** |   |
|----------------------|--------|-----------------|--------|----------------------|--------|----------|--------|---------|--------|
| 1998                 |   | 0.85            |   | 0.90                 |   | 0.95     |   | 0.82    |   |
| 1999                 |   | 0.99            |   | 0.94                 |   | 1.00     |   | 0.85    |   |
| 2000                 |   | 1.07            |   | 1.09                 |   | 1.21     |   | 0.97    |   |
| 2001                 |   | 1.12            |   | 1.12                 |   | 1.19     |   | 1.05    |   |
| 2002                 |   | 0.95            |   | 1.06                 |   | 1.16     |   | 0.95    |   |

 

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**(1)**The average of the Noon Buying Rates on the last business day of each fullcalender month during the period.

 
| **Calendar period** |   | **High** |   | **Low** |   |
|---------------------|--------|----------|--------|---------|--------|
| October  2002       |   | 0.99     |   | 0.97    |   |
| November  2002      |   | 1.01     |   | 0.99    |   |
| December  2002      |   | 1.05     |   | 0.99    |   |
| January  2003       |   | 1.09     |   | 1.04    |   |
| February  2003      |   | 1.09     |   | 1.07    |   |
| March  2003         |   | 1.11     |   | 1.05    |   |

 

**Risk Factors**

 

The following important factors, among others, could cause the Company’sactual results to differ materially from those contained in forward-lookingstatements made in this Annual Report on Form 20-F or presented from time totime elsewhere by management.

 

**Fluctuationin Operating Results; Seasonality**

The Company has experienced fluctuations in annual and quarterlyoperating results and anticipates that these fluctuations will continue.Thefluctuations are caused by a number of factors, including the level and timingof customer orders, the ability to adjust expense levels to revenue levels, andseasonality.

 

The level and timing of orders placed by customers vary because ofchanges in customer strategy and variation in demand for the Company’s productsdue to, among other things, product life cycles, competitive conditions andgeneral economic conditions. In the past, these changes in the level and timingof orders from customers have had a significant effect on results of operationsdue to the corresponding changes in the level of overhead absorption.

 

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The Company’s expense levels are based in significant part on itsexpectations regarding future revenues and are fixed to a large extent in theshort term. The time between the initial contact with the customer and final deliveryand acceptance of the Company’s products and services range from one to threemonths in the Systems and Services businesses to as long as six to nine monthsin the case of certain Service Management and Software Solutions businesses,making it even more difficult to forecast the precise timing of sales.Accordingly, the Company may be unable to adjust spending in a timely manner tocompensate for any unexpected revenue shortfall. Any significant revenueshortfall would therefore have a material adverse effect on the Company’sresults of operations and financial condition.

 

In the past the Company has realized higher revenues and net income inthe fourth quarter of the year than in any other period. The Company believesthat this trend is due primarily to the calendar year budgeting cycles andpurchasing patterns of its customers.

 

Other factors affecting the Company’s annual and quarterly operatingresults include price competition, the mix of products and services sold, thelevel of experience and efficiency achieved in installing a particular product,the efficiency achieved in managing inventories and fixed assets, theavailability of qualified technical personnel, exchange rate fluctuations andthe introduction of new solutions by the Company and its competitors. Any ofthese factors or a combination thereof could adversely affect the Company’sannual and quarterly results of operations and financial condition in thefuture.

 

**Dependenceon Sales in The Netherlands**

The Company derived substantially all of its net revenues from sales inThe Netherlands in 2000, 2001 and 2002. Accordingly, the Company’s results ofoperations may be more affected by adverse economic conditions in TheNetherlands than the results of more geographically diversified companies.

 

**Dependenceon Key Customer**

The Department of Justice in The Netherlands accounted forapproximately EUR 30.7 million or 32% of consolidated net revenues in the yearended December 31, 2002 and approximately EUR 32.5 million or 29% ofconsolidated net revenues in the year ended December 31, 2001. Accordingly, theCompany’s results of operations may be more dependent on one customer than theresults of other companies with a larger base of smaller customers.  If the Department of Justice in TheNetherlands for any reason determined to cease or decrease the levels ofproducts and services that it historically has purchased from the Company, itwould have a material adverse effect on the Company’s financial condition andresults of operations.  The Company hasa master agreement with the Department of Justice in The Netherlands based onwhich more than a hundred separate entities order ICT-systems.

 

**Dependenceon Key Personnel**

The Company’s business and future operating results depend in largepart upon its ability to attract and retain qualified management, technical,sales and support personnel for its operations.  There can be no assurance that the Company will be able toattract and retain such personnel. The inability to attract and retain skilledpersonnel as needed could adversely affect the Company’s business, financialcondition and results of operations.

 

**Competition**

The Company encounters competition from a broad range of firms in themarkets in which it competes. Competitors include computer hardwaremanufacturers, systems integrators, consulting organizations and the consultingdivisions of the major accounting firms, many of which possess greaterresources than the Company, and small independent firms which compete primarilyon the basis of cost of services provided and knowledge of local geographicmarkets. Finally, the Company faces competition from in-house ICT-staffs oflarge organizations. The Company believes that its ability to differentiate itsproduct and service offerings from those which its potential customers canprovide in-house is critical to its future success.

 

The principal factors affecting the competitiveness of the Company’sservices and products include quality and availability of personnel, productfunctionality, flexibility, portability, integration, reliability, performance,product availability, speed of implementation, quality of customer service andsupport and user documentation, vendor reputation, experience, financialstability and cost effectiveness.

 

8

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While the Companybelieves that it compares favorably with respect to each of these factors,there can be no assurance that it will continue to do so. There can be noassurance that the Company will have the financial resources, technicalexpertise or marketing, distribution and support capabilities and availabilityto compete successfully in the future.

 

**RapidTechnological Change and New Products**

The market for the Company’s products and services is characterized byrapidly changing technology, evolving industry standards, changes in customerneeds and frequent new product introductions. The Company’s future success willdepend on its ability to enhance its current solutions, develop new solutionsthat meet changing customer needs, advertise and market its solutions andrespond to emerging industry standards and other technological changes on atimely and cost-effective basis. There can be no assurance that the Companywill be successful in developing new solutions or enhancing its existingsolutions on a timely basis, or that such new solutions or enhancements willachieve market acceptance.The development of new technologically advancedsolutions is a complex and uncertain process requiring high levels ofinnovation as well as the accurate anticipation of technological and markettrends. If the Company fails to anticipate or respond adequately to changes intechnology and customer preferences, the introduction of new solutions orenhancement of existing solutions or any significant delays in theirdevelopment or introduction could have a material adverse effect on theCompany’s business, results of operations and financial condition.

 

9

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Item 4

**Information on****the Company**

 

**Historyand Development of the Company**

 

Triple P N.V. was incorporated in The Netherlands on August 28, 1995and completed its initial public offering on December 15, 1995. The Company isthe successor of Triple P Management B.V., which was founded in 1989. Itsregistered offices are located at Ir. D.S. Tuynmanweg 10, 4131 PN Vianen, TheNetherlands (phone +31 347 353 650; fax +31 347 353 666). The Company’sregistered transfer agent and registrar in the United States is the Bank of NewYork.

 

In 1997, in response to losses incurred by the Company in the firsthalf of the year, the Company (i) effected a transition in senior management,(ii) completed an equity financing of approximately EUR 22.7 million to provideadditional working capital, reduced indebtedness and funded a restructuringplan and (iii) restructured its operations to focus its management andfinancial resources on those businesses which had the highest potential forlong-term growth and return on investment.

 

In connection with this restructuring plan the Company divested severalbusinesses in 1997 and 1998 as set forth in the table below. In the aggregate,all businesses divested in 1997 and 1998 had revenues of approximately EUR 54.5million and operating losses of approximately EUR 9.1 million.

 
|                                                                   |   | **Sold** |   | **Discontinued** |   |
|------------------------------------------------------------------------|--------|----------|--------|------------------|--------|
| Systems,  Services and Healthcare Software Solutions Business, Germany |   | 1997     |   | N/A              |   |
| Transport &  Logistics Software Solutions Business,The Netherlands |   | 1997     |   | June 1997        |   |
| Transport &  Logistics Software Solutions Business, Germany        |   | 1998     |   | June 1997        |   |
| Telematics  Systems Manufacturing Business,The Netherlands             |   | 1998     |   | June 1997        |   |
| B-Catel Services  Solutions Business, The Netherlands                  |   | 1998     |   | June 1997        |   |
| Mai France  Services Solutions Business, France                        |   | 1998     |   | Oct. 1998        |   |
| Computer Industries  Systems Solutions Business,The Netherlands        |   | 1998     |   | Oct. 1998        |   |
| Mediasysteme  Printing Software Solutions Business, Germany            |   | N/A      |   | Oct. 1998        |   |

 

During 1998 the Companywrote off its 50% interest in GMD (Software Solutions Business, Germany),amounting to approximately EUR 943,000 (net asset value and goodwill), underloss of impairment.

 

During 1999 the Companydivested its minority interest in Siennax B.V. and its Datacom cablingbusiness. Neither divestiture had a significant impact on the Company’sconsolidated operating income.

 

During the year 2000, theCompany divested its minority interest in Media Systems LTD. in the UnitedKingdom. The divestiture had no significant impact on the results ofoperations.

 

During the year 2001, theCompany divested its ITC independent training center business. This divestiturehad no significant impact on the results of operations. At the same time theCompany decided to discontinue its US subsidiary,Triple P USA Inc.

 

During 2002 the Companycurtailed operations of Triple P USA Inc. Management believes it is not necessary to establish a reserve inconnection with its cessation of the operations of its Triple P USA Inc.subsidiary as all known liabilities have been settled.

 

During 2002 the Companysold its Belgian subsidiary, Triple P Belgium N.V./S.A., after the decision inDecember 2001 to discontinue the services and software solutions businesses inBelgium, which was based in part on reported operating losses in 2001 andestimated operating losses in 2002. As a result of this decision, the Companyno longer serves any customers in the Belgian Healthcare 

 

10

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market. In 2001 Triple PBelgium N.V./S.A. had net revenues and operating results of approximately EUR 8.0million and EUR (0.4 million), respectively. The consolidated financialstatements of the Company for the fiscal years 1998 through 2001 have beenrestated to reflect the effects of the Company’s decision to account for thedisposal of the Belgian subsidiary as discontinued operations in December 2001.Accordingly, the net revenues, costs and expenses, assets and liabilities andcash flows associated with the discontinued operations have been excluded fromthe respective captions in the accompanying consolidated balance sheets,statements of operations and statements of cash flows and reflected undercaptions identifying them as discontinued operations.

 

During 2000, 2001 and 2002 the Company’s capital expenditures for fixedassets were EUR 1,358,000, EUR 1,354,000 and EUR 1,427,000, respectively.Capital expenditures consist mainly of ICT-infrastructure products for internaluse. In 2000 the Company started implementing an ERP-software solution,OneWorld of JD Edwards. The last phase of the implementation was completed May1, 2002. The Company capitalized expenses under fixed assets to an amount ofEUR 496,000, EUR 1,001,000 and EUR 1,116,000 in the years 2000, 2001 and 2002,respectively, in implementing this technology.

 

During the last quarter of 2002 the Company recorded an impairment ofcertain components of the ERP-software solution primarily as a result of thestreamlining and restructuring of the Company. The Company’s three formerdivisions were integrated into one organization with one software system. Totallosses incurred in connection with the write down of assets were EUR 1,019,000of which EUR 655,000 recorded as a restucturing charge and EUR 364,000 recordedas a general and administrative expense.

 

**BusinessOverview**

 

# **TheCompany**

 

**Introduction**

Triple P is a provider of high quality Information and CommunicationTechnology (‘ICT’) infrastructure solutions within the enterprise to medium andlarge businesses in the Benelux. These solutions include ICT-consultancy,project management and implementation services, and operational management andmaintenance services. The Company’s solutions are compatible with theestablished products of leading hardware manufacturers, including Compaq,Toshiba, IBM, Sun Microsystems, Hewlett Packard, Citrix, Cisco, Mitel,Microsoft, Novell and Oracle. The Company generated net revenues of EUR 96.4million in 2002 and employed 402 employees at December 31, 2002.

 

Until December 31, 2002, Triple P was organized in three divisions:Systems & Networks, Services and Software & Systems Integration. TheCompany’s Systems & Networks Division provided system and networkintegration consulting and resold system and network products. The Company’sServices Division provided consulting, project management and implementationservices as well as management services and maintenance services. The Company’sSoftware & Systems Integration Division provided standard softwareimplementation and customization and maintenance services primarily in thehome-care and publishing markets.  As ofJanuary 1, 2003, these three former divisions were integrated into oneorganization.

 

**Systems& Networks**

The Company’s systems & networks business specializes in front toback-office solutions comprising multi-vendor products. The Company’spartnerships with leading suppliers enable it to offer customers both one-stopshopping and independent consultancy services. Systems, network components andoffice automation applications can be integrated into the Company’sICT-infrastructure solutions. Systems & networks offerings include highlyfunctional front-office solutions and solutions for back-office environmentsfocused on high-availability clustering, reliable data storage,mission-critical local area network (‘LAN’) backbones and interconnects,bandwidth management, security and directory services. The Company resellssystems and third-party software and installs personal computers, servers,network components and telephone switches manufactured by companies such asCompaq, Toshiba, IBM, Sun Microsystems, Hewlett Packard, Citrix, Cisco andMitel. The Company markets complete networks, Intranets and Internet gatewaysbased on Gigabit Ethernet, Switched Ethernet, virtual LANs and LANswitchingtechnologies, among others, supplied by leading vendors in the industry such asCisco, Mitel and Hewlett Packard. The Company also sells, as necessary,third-party software, including networking and enterprise management softwarefrom

 

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providers such asMicrosoft, Novell, Oracle and Tivoli (IBM). The Company’s solutions can beconfigured using a variety of network operating systems, including MicrosoftWindows, Linux, Sun Microsystems’s Unix and Novell’s Netware.

 

The Company’s approach is to work together with customers to analyzetheir current information technology infrastructures, define theirICT-objectives and functional requirements, and determine their systems andsoftware requirements. The Company also provides each customer with a detailedplan for the management of systems deployment projects including, whererelevant, an implementation plan for the required migration from an existingnetwork configuration. Many customers of the Company’s systems & networksbusiness are medium to large sized corporations or government agencies withmore than 500 employees. The costs involved in these contracts vary greatlydepending on the size, scope and complexity of the project concerned; thecontracts range from EUR 50,000 for a small PC-based network to more than EUR2.5 million for a large network employing Internet gateway and remote-accesscapabilities. A typical purchase order ranges from EUR 50,000 to EUR 250,000.Customers frequently purchase upgrades and increased network capacitysubsequent to the initial sale, which provides additional revenues.

 

**Services**

The Company’s services business delivers ICT-infrastructure solutionsin cooperation with the Company’s systems & networks business. Once the newsystems have been brought online, the Company’s fully certified specialistsassist customers in the management of their ICT-infrastructure environments orco-manage the environments with them. The Company’s services business isfocused on the continuing task of ensuring long-term reliable performance ofICT-infrastructure environments, with a strong emphasis on control of the totalcost of ownership.

 

Service level agreements provide customers with access to the Company’sspecialized consultancy, project management and management services. Theseservices include, among other things, selective outsourcing, on-site and remotesupport as well as installation, implementation and maintenance services.  This approach enables the Company to controlvirtually any given ICT-infrastructure environment. The Company has developedspecialist consulting and engineering services that enable customers to buildindividual state-of-the-art management services systems and methods. TheCompany’s approach to operational services, such as repairs and systemsrecovery, enables it to respond to customers’ problems 24 hours a day, sevendays a week, 52 weeks a year and to achieve response times as fast as twohours, depending on the service-level agreement.

 

The services business currently has approximately 1,000 customers. TheCompany’s management and maintenance customers include both industry andgovernment organizations and maintain a broad spectrum of organizations ofvarying size and systems configurations. The Company operates a network controlcenter to monitor customers’ configurations and to coordinate necessary systemsand network services. This enables the Company’s engineers to provide bothon-site and remote assistance to customers. The Company’s hardware maintenanceagreements are usually for a one year term and renew automatically, unless noticeof termination is submitted at least 90 days prior to expiration. However,following the trend in the industry, an increasing percentage of the Company’snew maintenance business  (approximately10 to 15%) are on a time-and-materials basis. The Company’s software andnetworking support agreements are usually for a one to three year term. Most ofthe services business’ clients are financial or industrial companies, orgovernment agencies.

 

**Softwareand Systems Integration**

The Company’s software and systems integration business providessoftware consulting and implementation and offers full life-cycle support forproprietary and third party software applications in two vertical markets:home-care and publishing.

 

In the Dutch home-care market, the Company focuses on automation ofbusiness processes within home-care organizations based on standardized thirdparty software. For several years the Company has been a leading provider ofhome-care software in The Netherlands in collaboration with 36 home-care institutionsunited in the user group TCM. In 2000, the Company sold the source code of thishome-care software to TCM effective January 1, 2002.

 

In the Dutch publishing market, the Company focuses on work flowmanagement and multi-media content management based on standardized third partysoftware components. For several years the Company has been a leading providerof newspaper publishing software in The Netherlands.

 

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Outside of these primary vertical markets, the software and systemsintegration business focuses on web-enabling legacy applications and websitecontent management based on standardized third party software componentssupplied by leading vendors in the industry. In addition, the Company providessoftware consultancy and implementation based on the Internet-enabled Oracleplatform and Autonomy’s knowledge management platform.

 

**Competition**

Competition is fierce in all segments of the worldwide ICT-market. TheCompany’s competitors are numerous and vary widely in size and resources,depending upon the market, customer and geographic area involved. The Companyfaces competition from systems integrators, consulting organizations,telecommunications companies, hardware manufacturers and information technologyservice providers. The Company’s primary competitors include Getronics, Imtech,Simac and Infoproducts.

 

## **OrganizationalStructure**

The following table sets forth the legal structure of Triple P as ofApril 30, 2003:

 

 
|   | Triple P N.V.   |                             |
|--------|-----------------|----------------------------------|
|   | The Netherlands |                             |
|   |            |                             |   |
|   |            | 100%                             |   |
|   |            |                             |   |
|   |            | Triple P  Management B.V.        |   |
|   |            | The Netherlands                  |   |
|   |            |                             |   |
|   |            |                             |   |
|   | 100%            | Triple P  Nederland B.V.         |   |
|   |            | The Netherlands                  |   |
|   |            |                             |   |
|   |            |                             |   |
|   | 100%            | Triple P  Healthcare B.V.        |   |
|   |            | The Netherlands                  |   |
|   |            |                             |   |
|   |            |                             |   |
|   | 100%            | Mediasystemen  B.V.              |   |
|   |            | The Netherlands                  |   |
|   |            |                             |   |
|   |            |                             |   |
|   | 100%            | Triple P e  Activity B.V.        |   |
|   |            | The Netherlands                  |   |
|   |            |                             |   |
|   | 100%            | Inactive legal  entities (1)     |   |
|   |            | The Netherlands  / Belgium / USA |   |
|   |            |                             |   |

 

----

(1)           Contains severalinactive legal entities in The Netherlands, Belgium and USA, each of which iswholly owned by either Triple P Management B.V. or Triple P N.V.

 

# **Property,Plants and Equipment**

The Company leases office space in several locations.The location ofeach significant operation, its approximate size, its use by the Company anddate of lease expiration are set forth below.

 
| **Location**             |   | **Size  (sq. meters)** |   | **Function**                                                                                                   |   | **Lease  Expiration** |   |
|--------------------------|--------|------------------------|--------|----------------------------------------------------------------------------------------------------------------|--------|-----------------------|--------|
|                     |   |                   |   |                                                                                                           |   |                  |   |
| Vianen,The  Netherlands  |   | 10,000                 |   | Headquarters; systems & networks; services;  software & systems integration (home-care and e-activity) |   | 2004                  |   |
| Vianen, The Netherlands  |   | 6,000                  |   | Office space – currently sub-leased                                                                       |   | 2007                  |   |
| Haarlem,The  Netherlands |   | 1,100                  |   | software & systems integration (publishing)                                                                |   | 2003                  |   |

 

The Company also leases other small service locations in TheNetherlands aggregating approximately 330 square meters.The Company’s grossrental expense for all of its facilities in the year ended December 31, 2002,was approximately EUR 1.6 million. The Company’s rental expense net ofsub-leases was approximately EUR 1.3 million.

 

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Item 5

**Operating and F****inancialReview and Prospects**

 

**Operatingresults**

 

**Introduction**

 

**General**

This section containsforward-looking statements within the meaning of the U.S. Private SecuritiesLitigation Reform Act of 1995 concerning the Company’s business, operations andfinancial condition. All statements other than statements of historical factsincluded in this annual report on Form 20-F regarding the Company’s strategy,future operations, financial position, costs, prospects, plans and objectivesof management are forward-looking statements. When used in this annual reporton Form 20-F the words “expect”, “anticipate”, “intend”, “plan”, “believe”,“seek”, “estimate”, and similar expressions are intended to identify forward-lookingstatements, although not all forward-looking statements contain theseidentifying words. Because these forward-looking statements involve risks anduncertainties, actual results could differ materially from those expressed orimplied by these forward-looking statements for a number of important reasons,including those discussed under “Risk Factors” and elsewhere in this annualreport on Form 20-F.

 

The Company cannotguarantee any future results, levels of activity, performance or achievements.The forward-looking statements contained in this annual report on Form 20-Frepresent management’s expectations as of the date of this annual report onForm 20-F and should not be relied upon as representing the Company’sexpectations as of any other date. Subsequent events and developments willcause management’s expectations to change. However, while the Company may electto update these forward-looking statements, the Company specifically disclaimsany obligation to do so, even if its expectations change.

 

Triple P is a provider ofhigh quality Information and Communication Technology (‘ICT’) infrastructuresolutions within the enterprise to medium and large businesses in the Benelux.The Company generated net revenues of EUR 96.4 million in 2002 and employed 402employees at December 31, 2002.

 

Until December 31, 2002,Triple P operated through three divisions: Systems & Networks, Services,and Software & Systems Integration. The Company’s Systems & NetworksDivision provided system and network integration consulting and resold systemand network products. The Company’s Services Division provided consulting,project management and implementation services as well as management andmaintenance services. The Company’s Software & Systems Integration Divisionprovided standard software implementation and customization and maintenanceservices primarily in the home-care and publishing markets.  As of January 1, 2003, these three divisionswere integrated into a single organization. Due to this reorganizationeffective January 1, 2003, the Company will change its segment reporting in2003.

 

The three divisions wereengaged in three general activities: systems, services and software. TheCompany’s systems revenues are derived from the sale of systems and networkproducts and its services revenues are primarily derived from relatedconsulting, project management and implementation services. Additionally, asubstantial portion of the Company’s services revenues are derived from theprovision of management services and maintenance services related to systemsand network products and the Company’s proprietary software. Software revenueis limited to license revenue of proprietary software.

 

The discussion andanalysis of results of operations for the year 2002 compared to 2001 and theyear 2001 compared to 2000 are based on segment reporting by division (Systems& Networks, Services, Software & System Integration), as well asinternal reporting by activity (systems, services, software).

 

**Reporting Currency**

Effective January 1, 1999,the European Monetary Union created a single currency (the euro) for its membercountries. On that date, the exchange rates between national currencies of theparticipating countries, including The Netherlands, were fixed against theeuro. As of January 1, 2000, Triple P changed its reporting currency from Dutchguilders into European Monetary Union euros. In this 

 

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Annual Report on Form20-F all figures previously reported in Dutch guilders have been restated ineuros using the exchange rate as of January 1, 1999, of Dutch guilder 2.20371to EUR 1.00. The comparative financial statements for periods prior to January1, 1999 as reported in euros depict the same trends that would have beenpresented had the Company continued to present its financial statements inDutch guilders. However, the financial statements for periods prior to January1, 1999, will not be comparable to the financial statements of other companiesthat have restated amounts in euros and whose previous reporting currencieswere other than Dutch guilders.

 

**CriticalAccounting Policies**

A critical accounting policy is an accounting policy that is both material to the presentation of the Company’s financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on the Company’s financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: (i) management is required to make assumptions about matters that are highly uncertain at the time of the estimate; and (ii) different estimates that management could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on the Company’s financial condition or results of operations.

 

Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the Company’s operating environment changes.

 

The Company’s consolidated financial statements are prepared inconformity with accounting principles generally accepted in the United States.For a comprehensive discussion of the Company’s accounting policies, see note 2in the accompanying consolidated financial statements included in Item 18 ofthis Annual Report on Form 20-F. The Company does not have any ownershipinterest in any special purpose entities.

 

The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to adopt critical accountingpolicies, as described above, and therefore to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting periods.These estimates, particularly estimates relating to discontinued operations,restructuring and impairment charges, allowance for doubtful accounts,litigation and contingencies, deferred taxes, long-lived assets and revenuerecognition, have a material impact on the Company’s financial statements, andare discussed in detail throughout management’s analysis of the results ofoperations as discussed below. The Company bases its estimates on historicalexperience and on various other assumptions that it believes are reasonableunder the circumstances, the results of which form the basis for makingjudgments about the carrying value of assets and liabilities that are notreadily apparent from other sources. Actual results and outcomes could differfrom these estimates and assumptions. Additional information regarding riskfactors that may impact the Company’s estimates is included in “Item 3 - RiskFactors” in this Form 20-F.

 

The Company applies the following critical accounting policies in thepreparation of its consolidated financial statements:

 

**RevenueRecognition**

The Company generates revenues from (i) the design, delivery andinstallation of ICT-infrastructure systems including third party software (ii)the provision of maintenance and management services based on service levelagreements, (iii) the provision of consulting services and (iv) licensing therights to its proprietary software products directly to end users either asstand-alone products or as part of a software solution.

 

Revenue from the design, delivery and installation ofICT-infrastructure systems including third party software is generallyrecognized in proportion to the effort incurred or when the system has beeninstalled and accepted by the customer. The completed contract method is usedfor those contracts with customer-specific acceptance criteria and for whichthe Company does not have sufficient history to enable it to prepare reliablecost estimates. The Company records losses on contracts at the time such lossesbecome known.

 

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Revenue from the providing of maintenance and management services isrecognized ratably over the term of the contract period. If maintenanceservices are included in the software license fee, a portion of the softwarelicense fee representing the fair market value of the maintenance servicesbased on the value established by independent sales of such maintenanceservices to customers is allocated to maintenance revenue and recognized overthe period for which the Company is obligated to perform maintenance services.

 

Consulting services, other than in connection with the design, deliveryand installation of ICT-infrastructure systems, are usually performed on a timeand materials basis and are recognized as the services are provided.

 

Proprietary software products are licensed under perpetual licenseagreements and revenue is recognized when persuasive evidence of an agreementexists, delivery has occurred, the vendors fee is fixed or determinable andcollection of the related receivable is deemed probable.

 

**Allowances for Doubtful Accounts**

The Company provides an allowance for possible doubtful accounts forestimated losses resulting from the inability of its customers to make requiredpayments. The allowance for doubtful accounts is based on management’s periodicreview of accounts, including the aging of the receivables, making use of pastexperience with similar accounts receivable. Based on current judgements andestimates management believes the allowance for doubtful accounts to beadequate. However, if the financial condition of he Company’s customers were todeteriorate, resulting in an impairment of their ability to make payments, oractual defaults were higher than the Company’s historical experience,management’s estimates of the recoverability of amounts due to the Companycould be overstated, which could have an adverse impact on the Company’soperations. As of December 31, 2002, the Company had an allowance for doubtfulaccounts of EUR 1.2 million.

 

**Litigation and Contingencies**

The Company is subject to the possibility of various loss contingenciesarising in the ordinary course of business. The Company considers thelikelihood of loss or impairment of an asset or the incurrence of a liability,as well as its ability to reasonably estimate the amount of loss in determiningloss contingencies. An estimated loss contingency is accrued when it isprobable that an asset has been impaired or a liability has been incurred andthe amount of loss can be reasonably estimated. Management regularly evaluatescurrent information available to the Company to determine whether such accrualsshould be adjusted.

 

The Company is engaged as plaintiff or defendant in several lawsuits inThe Netherlands and Belgium, originating before 2002, generally in the ordinarycourse of its business. The Company maintains reserves to an amount ofapproximately EUR 513,000 for specific lawsuits as a matter of course, whichrepresent estimates of its probable liabilities with respect to these specificclaims. The Company does not believe that based on current judgements andestimates the outcome in any of these lawsuits individually or in the aggregatewould have a material adverse impact on the Company’s business, future resultsof operations or financial condition. As this litigation may take several yearsto complete future events could require management to make significantadjustments for revisions to these estimates.

 

**Deferred Taxes**

The Company records a valuation allowance to reduce its deferred taxassets to the amount that is more likely than not to be realized. As ofDecember 31, 2002, the net deferred tax asset was EUR 454,000. While managementhas considered future taxable income and ongoing prudent and feasible taxplanning strategies in assessing the need for a valuation allowance, ifmanagment was to subsequently determine that the Company would be able torealize deferred tax assets in the future in excess of its net recorded amount,an adjustment to deferred tax assets would increase income in the period suchdetermination was made. Similarly, should management determine that the Companywould not be able to realize all or part of net deferred tax assets in thefuture, an adjustment to deferred tax assets would reduce income in the periodsuch determination was made.

 

**Long-lived Assets**

 

For long-lived assets to be held and used, the Company initiates itsreview whenever events or changes in circumstances indicate that the carryingamount of a long-lived asset may not be recoverable. Recoverability of an assetis measured by comparison of its carrying amount to the

 

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expected future discounted cash flows expected to result from the useand eventual disposition of that asset, excluding future interest costs thatwould be recognized as an expense when incurred. Any impairment to berecognized is measured by the amount by which the carrying amount of the assetexceeds its fair market value. Significant management judgment is required inthe forecasting of future operating results and proceeds from disposition whichare used in the preparation of projected cash flows and, should differentconditions prevail or judgments be made, material impairment charges could benecessary.

 

**Discontinued Operations**

In December 2001, the Company decided to discontinue operations of itsBelgian subsidiary, Triple P Belgium N.V./S.A. As as a result of this decisionthe Company no longer serves any customer in the Belgian healthcare market. TheCompany provided for the estimated loss on disposal of the discontinued Belgianoperations an amount of EUR 628,000 representing EUR 578,000 net asset value ofthe Belgian subsidiary and EUR 50,000 estimated disposal expense. On February11, 2002 the Company sold its Belgian subsidiary to the management of thebusiness. In 1997 the Company issued a guarantee to a customer of Triple PBelgium N.V./S.A. in connection with the completion of a project. The sale andpurchase agreement provides that Triple P N.V. will be subrogated by Triple PBelgium N.V./S.A. in connection with the project guarantee. During 2002 theCompany was informed by management of the Belgian entity that this customer hasaccepted the completion of the project and paid its last installment.

 

In July 2002, the Company curtailed operations of Triple P USA Inc.Management believes that it is not necessary to establish a reserve inconnection with its cessation of the operations of its Triple P USA Inc.subsidiary as all known liabilities have been settled.

 

These estimates for potential liabilities are based on management’sestimates of the cash necessary to curtail and exit those specific businessoperations. If management estimates of disposal expenses and the value ofcontingent liabilities are not realized, the Company may have to incur a chargeor realize a benefit based on revisions to these estimates.

 

There was no material change in estimates or additional financialimpact on operations during 2002 related to discontinued operations.

 

# **Restructuringand Impairment Charges**

Restructuring and impairment charges have been recorded in accordancewith EITF (Emerging Issues Task Force) Issue No. 94-3, “Liability Recognitionfor Certain Employee Termination Benefits and Other Costs to Exit an Activity(including Certain Costs Incurred in a Restructuring)” and SFAS No. 144,“Accounting for the Impairment or Disposal of Long-Lived Assets.” Indetermining the costs associated with real estate lease losses from exitingfacilities, management was required to make judgments and estimates thatsignificantly impacted the recorded amount of restructuring and impairmentcharges. The real estate lease losses included estimates of sub-leasecommission costs, sub-tenant concession costs, sub-lease rental income and theexpected length of time to sub-lease idle space. Final results couldsubstantially differ from current estimates if the Company is unable to subletthe remaining vacant office space on the estimated terms.

 

During the fourth quarter of 2002 the Company decided to furtherstreamline and restructure its business. The Company incurred a restructuringcharge of EUR 1,370,000 representing EUR 655,000 for the abandonment of certainlong-lived assets, EUR 550,000 for the termination of employee contracts andEUR 165,000 for unused leasehold facilities.

 

During the fourth quarter of 2002 the Company recorded an impairmentrelated to certain components of its ERP-software solution primarily as aresult of the streamlining and restructuring of the Company. Total lossesincurred in connection with the write down of assets were EUR 1,019,000 ofwhich EUR 655,000 is included in the restucturing charge.

 

The Company and its subsidiaries lease their current facilities under operatingleases that expire at various dates through the year 2007. Currently theCompany’s building in Vianen is partly unoccupied for which management believesan adequate reserve is maintained. The reserve amounts EUR 615,000 of which EUR165,000 is included in the restructuring charge due to a reduction in workforceand is based on a twelve-month period during which management believes a sublessee can be found.

 

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**Discussionand analysis of results of operations**

 

The consolidated financial statements of the Company for fiscal years2000 and 2001 have been reclassified to reflect the effects of the disposal ofthe Belgian subsidiary as a discontinued operation. Net revenues, costs andexpenses, assets and liabilities and cash flows associated with thediscontinued operations have been excluded from the respective captions in theaccompanying consolidated balance sheets, statements of operations andstatements of cash flows.

 

Summary Financial and Other Operating Data(in thousands)

 
|                                                     |   | **Year Ended  December 31,** |   |
|----------------------------------------------------------|--------|------------------------------|--------|
|                                                     |   | **2000**                     |   | **2001** |   | **2002** |   |
|                                                     |   | **EUR**                      |   | **EUR** |   | **EUR** |   |
| Net revenues                                             |   | 122,353                      |   | 110,874 |   | 96,373 |   |
| Gross profit                                             |   | 22,101                       |   | 19,081 |   | 16,935 |   |
|                                                     |   |                         |   |   |   |   |   |
| Sales and  marketing expense                             |   | 10,227                       |   | 9,743 |   | 9,777 |   |
| Research and  development expense                        |   | 661                          |   | — |   | — |   |
| General and  administrative expense                      |   | 5,770                        |   | 4,658 |   | 5,660 |   |
| Goodwill  amortization                                   |   | 191                          |   | 189 |   | — |   |
| Restructuring  charge                                    |   | —                       |   | — |   | 1,370 |   |
| Total operating  expenses                                |   | 16,849                       |   | 14,590 |   | 16,807 |   |
|                                                     |   |                         |   |   |   |   |   |
| **Operating income from continuing  operations**         |   | 5,252                        |   | 4,491 |   | 128 |   |
|                                                     |   |                         |   |   |   |   |   |
| **Net income (loss) from continuing  operations**        |   | 4,735                        |   | 4,246 |   | (520 | ) |
|                                                     |   |                         |   |   |   |   |   |
| Net income (loss) from discontinued operations           |   | 326                          |   | (1,005 | ) | — |   |
|                                                     |   |                         |   |   |   |   |   |
| **Net income (loss)**                                    |   | 5,061                        |   | 3,241 |   | (520 | ) |
|                                                     |   |                         |   |   |   |   |   |
| Net income (loss) per share from continuing operations   |   | 0.12                         |   | 0.10 |   | (0.02 | ) |
| Net income (loss) per share from discontinued operations |   | 0.01                         |   | (0.03 | ) | — |   |
| Total net income (loss) per share                        |   | 0.13                         |   | 0.07 |   | (0.02 | ) |

 

Thefollowing table sets forth, for the annual periods indicated, certain statementof operations data as a percentage of total net revenues

 
|                                              |   | **Year Ended  December 31,** |   |
|---------------------------------------------------|--------|------------------------------|--------|
|                                              |   | **2000**                     |   | **2001** |   | **2002** |   |
|                                              |   | **%**                        |   | **%** |   | **%** |   |
| Net revenues                                      |   | 100.0                        | %      | 100.0 | % | 100 | % |
| Gross profit                                      |   | 18.1                         | %      | 17.2 | % | 17.6 | % |
|                                              |   |                         |   |   |   |   |   |
| Sales and  marketing expense                      |   | 8.4                          | %      | 8.8 | % | 10.1 | % |
| Research and  development expense                 |   | 0.5                          | %      | — |   | — |   |
| General and  administrative expense               |   | 4.7                          | %      | 4.2 | % | 5.9 | % |
| Goodwill  amortization                            |   | 0.2                          | %      | 0.2 | % | — |   |
| Restructuring  charge                             |   | —                       |   | — |   | 1.4 | % |
| Total operating  expenses                         |   | 13.8                         | %      | 13.2 | % | 17.4 | % |
|                                              |   |                         |   |   |   |   |   |
| **Operating income from continuing  operations**  |   | 4.3                          | %      | 4.0 | % | 0.1 | % |
|                                              |   |                         |   |   |   |   |   |
| **Net income (Loss) from continuing  operations** |   | 3.9                          | %      | 3.8 | % | (0.5 | )% |
|                                              |   |                         |   |   |   |   |   |
| Net income (loss) from discontinued operations    |   | 0.3                          | %      | (0.9 | )% | — |   |
|                                              |   |                         |   |   |   |   |   |
| **Net income (loss)**                             |   | 4.1                          | %      | 2.9 | % | (0.5 | )% |

 

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**General**

The Company’s consolidated statement of operations in 2002 reflectednet revenues of EUR 96.4 million, operating income of EUR 0.1 million anda net loss of EUR 0.5 million.

 

The 2002 results include a EUR450,000 charge for expected future losses related to unused leaseholdfacilities and a EUR 400,000 provision for two legal claims against theCompany. These charges were reflected in 2002 general and administrativeexpense and are expected to be non-recurring.

 

Furthermore the Companyincurred a restructuring charge of EUR 1,370,000 to further streamline andrestructure the Company. Legally, financially and organizationally, theCompany’s three former divisions have now been integrated into oneorganization. As a result of these measures, the Company’s annual fixed costsare expected to decrease by approximately EUR 1.5 million commencing in the2003 fiscal year.

 

The incurred restructuringcharge of EUR 1,370,000 represents:

(i)       EUR 655,000 relating to the abandonment of certain long-livedassets which has no impact on future cash flow,

(ii)      EUR 165,000 relating to unused leasehold facilities which willbe paid in four quarterly instalments in 2003 and

(iii)     EUR 550,000 relating to the termination of employee contractswhich mainly will be paid in the first quarter of 2003.

 

The restructuring charges incurred in 2002 are expected to be financedout of working capital in 2003.

 

As a result of theCompany’s positive cash flow of EUR 3.2 million in 2002,Triple P had a cashbalance of EUR 4.2 million as of December 31, 2002. The December 31, 2002balance sheet shows shareholders’ equity of EUR 2.5 million, or 11% of totalassets.

 

 

**2002compared with 2001**

 

# **Overviewof results of operations by division**

The following tables illustrate the net revenues and operating incomeof the Company’s divisions for 2002 and 2001.

 

Net Revenues

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
| **Division**                        |   | **2001**                     |   | **2002** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Systems &  Networks             |   | 79.1                         |   | 66.4 |   |
| Services                            |   | 26.0                         |   | 24.9 |   |
| Software &  Systems Integration |   | 5.8                          |   | 5.1 |   |
| **Total Company**                   |   | 110.9                        |   | 96.4 |   |

 

Operating Income

(in millions)

 

 

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
| **Division**                        |   | **2001**                     |   | **2002** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Systems &  Networks             |   | 1.4                          |   | 0.3 |   |
| Services                            |   | 3.3                          |   | 3.0 |   |
| Software &  Systems Integration |   | 0.2                          |   | (0.3 | ) |
| Other                               |   | (0.4                         | )      | (3.0 | ) |
| **Total Company**                   |   | 4.5                          |   | 0.1 |   |

 

Operating income of theSystems & Networks Division dropped from EUR 1.4 million in 2001 to EUR 0.3million in 2002, a decrease of EUR 1.1 million. This decrease in operatingincome was primarily 

 

19

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due to the difficultoverall market conditions during 2002 that have led many companies, based on theirown disappointing profits, to postpone or cancel major investments inICT-infrastructure. As a result, revenues and gross profit from the designservices and delivery of ICT-infrastructure systems decreased substantially.

 

Operating income of theServices Division decreased from EUR 3.3 million in 2001 to EUR 3.0 million in2002. This decrease in operating income was primarily due to a decrease inrevenues from the installation and project management services closely relatedto the decrease in delivery of ICT-infrastructure systems by the Systems &Networks Division. However, revenue from management and maintenance contractsremained relatively stable.

 

Operating income of theSoftware & Systems Integration Division decreased from an income of EUR 0.2million in 2001 to a loss of EUR 0.2 million in 2002. This decrease inoperating income was primarily due to a decrease in software consulting revenuein the home-care market. The Division has not succeeded in offsetting thecancellation of the software development contract with the TCM group of 36home-care institutions in 2002 by development of new business under difficultmarket conditions. In 2000, the Company sold the source code of its software toTCM effective January 1, 2002. In addition, the development contract with TCMhad been terminated per January 1, 2002.

 

**Overviewof results of operations by activity**

 

### *Netrevenues and gross profits*

The following tables illustrate the net revenues and gross profitcontribution of the Company’s principle activities for 2002 and 2001.

 

Net Revenues

(in millions)

 
|         |   | **Year Ended  December 31,** |   |
|--------------|--------|------------------------------|--------|
| **Activity** |   | **2001**                     |   | **2002** |   |
|         |   | **EUR**                      |   | **%** |   | **EUR** |   | **%** |   |
| Systems      |   | 77.4                         |   | 69.8 | % | 67.6 |   | 70.2 | % |
| Services     |   | 33.4                         |   | 30.1 | % | 28.8 |   | 29.8 | % |
| Software     |   | 0.1                          |   | 0.1 | % | — |   | — |   |
| **Total**    |   | 110.9                        |   | 100.0 | % | 96.4 |   | 100 | % |

 

Gross Profit

(in millions)

 
|         |   | **Year Ended  December 31,** |   |
|--------------|--------|------------------------------|--------|
| **Activity** |   | **2001**                     |   | **2002** |   |
|         |   | **EUR**                      |   | **%** |   | **EUR** |   | **%** |   |
| Systems      |   | 9.1                          |   | 11.8 | % | 8.1 |   | 12.0 | % |
| Services     |   | 10.0                         |   | 29.9 | % | 8.8 |   | 30.7 | % |
| Software     |   | 0.0                          |   | 85.9 | % | — |   | — |   |
| **Total**    |   | 19.1                         |   | 17.2 | % | 16.9 |   | 17.6 | % |

 

*Net Revenues*

Net revenues in 2002 wereEUR 96.4 million compared to EUR 110.9 million in 2001, a decrease of EUR 14.5million or 13%. This decrease in net revenue was primarily due to the currentdifficult market conditions that have led many companies, based on their owndisappointing profits, to postpone or cancel major investments inICT-infrastructure. As a result, revenues from design services, delivery andrelated project management and installation services of ICT-infrastructuresystems decreased substantially. However, revenues from management andmaintenance services (approximately 16% of total revenue) remained relativelystable.

 

# ***Gross margin***

Gross margin in 2002 was 17.6% compared to 17.2% in 2001. The Companywas able to increase its gross margin on systems as well as services revenuesdespite continued price pressure resulting from weak demand. This was due tothe Company’s ability to reduce its operating costs, mainly by reducing thenumber of subcontracted and fixed personnel utilized, at a faster rate than thedecrease in revenues. In 2002 the Company used on average 32 subcontractorscompared to 70 in 2001.

 

20

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### *Operatingexpenses*

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
|                                |   | **2001**                     |   | **2002** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Sales and  marketing expense        |   | 9.7                          |   | 9.8 |   |
| General and  administrative expense |   | 4.7                          |   | 5.6 |   |
| Goodwill  amortization              |   | 0.2                          |   | — |   |
| Restructuring  charge               |   | —                       |   | 1.4 |   |
| **Total operating expenses**        |   | 14.6                         |   | 16.8 |   |

 

Operating expenses as percentage of revenues

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
|                                |   | **2001**                     |   | **2002** |   |
|                                |   | **%**                        |   | **%** |   |
| Sales and  marketing expense        |   | 8.8                          | %      | 10.2 | % |
| General and  administrative expense |   | 4.2                          | %      | 5.8 | % |
| Goodwill  amortization              |   | 0.2                          | %      | — | % |
| Restructuring  charge               |   | —                       |   | 1.4 | % |
| **Total operating expenses**        |   | 13.2                         | %      | 17.4 | % |

 

### *Salesand Marketing Expense*

Sales and marketing expense remained largely unchanged at EUR 9.8million in 2002. In 2001 this expense was EUR 9.7 million. As a percentage ofnet revenues, sales and marketing expense increased from 8.8% to 10.2% dueprimarily to the decrease in overall revenues.

 

### *Generaland Administrative Expense*

General and administrative expense was EUR 5.6 million in 2002. In 2001this expense was EUR 4.7 million.This is primarily a result of EUR 0.9 millioncharges in 2002 related to unused leasehold facilities and the settlement oftwo legal proceedings originating before 2002. As a percentage of net revenues,general and administrative expense increased from 4.2% to 5.8% (4.9% adjustedfor one time items).

 

# ***Goodwill***

All goodwill of the Company had been fully depreciated by the end of2001.

 

# ***Restructuring Charge***

Management further streamlined and restructured the Company in the lastquarter of 2002. Legally, financially and organizationally, the Company’s threeformer divisions have now been integrated into one organization, Triple PNederland B.V. As a result of this restructuring, the Company incurred arestructuring charge of EUR 1.4 million representing EUR 0.7 million for thewrite down of unused assets, EUR 0.5 million for the termination of employeecontracts and EUR 0.2 million for unused leasehold facilities. As a result ofthese measures, the Company’s annual fixed costs are expected to decrease byabout EUR 1.5 million commencing in the 2003 fiscal year.

 

### *OtherIncome (Expense), Net*

Net other expense increased from EUR 0.2 million in 2001 to EUR 0.6million in 2002 due primarily to increased interest expense in the first sevenmonths of 2002 compared to 2001. This was due primarily to the financialrestructuring in August 2001, in particular the withdrawal of all outstandingpreferred shares for an aggregate EUR 11.8 million and the correspondingdecrease in cash balances and increase in net interest expense. The Companyfinanced this withdrawal with available surplus cash and by borrowings throughits revolving credit facilities.

 

### *Provisionfor Income Taxes*

Due to the availability of net operating losses (‘NOLs’), the Companyincurred no income tax expense in either 2001 or 2002. As of December 31, 2002,the Company has NOLs of approximately EUR 23.1 million. The Company recorded adeferred tax asset of EUR 0.5 million as it expects that it is more likely thannot that this portion of the NOLs will be realized within one year.

 

21

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# **Cashflows**

Net cash provided by continuing operations was EUR 4.9 million and EUR5.3 million in 2001 and 2002, respectively. Net cash provided by continuingoperations  was impacted by a decreasein net income of EUR 4.8 million but partially offset by a decrease ofinvestments in net working capital by EUR 3.9 million, in particular accountspayable and to a lesser extent accounts receivable. In addition non-cashexpenses increased by EUR 1.3 million.

 

Net cash provided by (used in) investing activities of continuingoperations was EUR 0.4 million and (EUR 1.4 million) in 2001 and 2002,respectively. The increase in net cash used in investing activities is due toan increase in net investments in property and equipment as a result of thefact that a major portion of 2001 investments were financed by a capital lease.The Company did not enter into any such financing in 2002. Gross investments inproperty and equipment were EUR 1.4 million in both 2001 and 2002.

 

Net cash used in financing activities of continuing operations was EUR12.6 million and EUR 1.1 million in 2001 and 2002, respectively. The highercash used in financing activities in 2001 was primarily related to theCompany’s financial restructuring, particularly the withdrawal of alloutstanding preferred shares for EUR 11.3 million cash.

 

Net cash flow of discontinued operations was (EUR 1.0 million) and EUR0.4 million in 2001 and 2002, respectively. The increased cash flow fromdiscontinued operations was primarily related to the sale in 2002 of assets andliabilities of discontinued operations.

 

**2001compared with 2000**

 

**General**

In 2001 the Dutch economy experienced a general slowdown. Profitabilityof Dutch companies declined generally, resulting in decreased capitalinvestment by companies, including a decrease in the demand forICT-infrastructure solutions (products and services).This trend began to affectTriple P’s results early second quarter of 2001 as the number of majorICT-infrastructure projects and related systems and services revenues decreased.As a result, the Company’s net revenues decreased by 9% from EUR 122.4 millionin 2000 to EUR 110.9 million in 2001.

 

**Overviewof results of operations by division**

The following tables illustrate the net revenues and operating incomeof the Company’s divisions for 2001 and 2000.

 

Net Revenues

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
| **Division**                        |   | **2000**                     |   | **2001** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Systems &  Networks             |   | 87.5                         |   | 79.1 |   |
| Services                            |   | 24.1                         |   | 26.0 |   |
| Software &  Systems Integration |   | 10.8                         |   | 5.8 |   |
| **Total Company**                   |   | 122.4                        |   | 110.9 |   |

 

Operating Income

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
| **Division**                        |   | **2000**                     |   | **2001** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Systems &  Networks             |   | 3.4                          |   | 1.4 |   |
| Services                            |   | 3.8                          |   | 3.3 |   |
| Software &  Systems Integration |   | (0.7                         | )      | 0.2 |   |
| Other                               |   | (1.2                         | )      | (0.4 | ) |
| **Total Company**                   |   | 5.3                          |   | 4.5 |   |

 

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Operating income of theSystems & Networks Division dropped from EUR 3.4 million in 2000 to EUR 1.4million in 2001, a decrease of EUR 2.0 million. This decrease in operatingincome was due primarily to a decrease in gross profit due to fewer majorICT-infrastructure projects for the reasons mentioned above, which in turnresulted in fewer related systems and services revenues. Furthermore, systemsgross margins declined resulting from less favourable product mix changes andan overall market trend of declining systems margins.

 

Operating income of theServices Division decreased from EUR 3.8 million in 2000 to EUR 3.3 million in2001. This decrease in operating income was due primarily to a decrease ingross profit due to fewer major ICT-infrastructure projects for the reasonsmentioned earlier, which in turn resulted in fewer related consulting, projectmanagement and implementation projects. This decrease was only partly offset byan increase in service management contracts.

 

Operating income of theSoftware & Systems Integration Division increased from a loss of EUR 0.7million in 2000 to income of EUR 0.2 million in 2001, an increase of EUR 0.9million. During the year 2000 the Company took a strategic decision to ceasedeveloping software products. As a result of the related streamlining of theorganization with respect to headcount and expense levels, operating expensesdecreased substantially in 2000 as well as 2001, which in turn resulted in anincrease in operating income. This increase was partly offset by decreasedgross profits resulting from lower software license and maintenance revenues.The gross profit from consulting services increased by EUR 0.6 million in 2001compared to 2000.

 

**Overviewof results of operations by activity**

 

### *Netrevenues and gross profit*

The following tables illustrate the net revenues and gross profitcontribution of the Company’s principle activities for 2001 and 2000.

 

Net Revenues

(in millions)

 
|         |   | **Year Ended  December 31,** |   |
|--------------|--------|------------------------------|--------|
| **Activity** |   | **2000**                     |   | **2001** |   |
|         |   | **EUR**                      |   | **%** |   | **EUR** |   | **%** |   |
| Systems      |   | 85.0                         |   | 69.4 | % | 77.4 |   | 69.8 | % |
| Services     |   | 35.2                         |   | 28.8 | % | 33.4 |   | 30.1 | % |
| Software     |   | 2.2                          |   | 1.8 | % | 0.1 |   | 0.1 | % |
| **Total**    |   | 122.4                        |   | 100 | % | 110.9 |   | 100.0 | % |

 

Gross Profit

(in millions)

 
|         |   | **Year Ended  December 31,** |   |
|--------------|--------|------------------------------|--------|
| **Activity** |   | **2000**                     |   | **2001** |   |
|         |   | **EUR**                      |   | **%** |   | **EUR** |   | **%** |   |
| Systems      |   | 10.9                         |   | 12.8 | % | 9.1 |   | 11.8 | % |
| Services     |   | 9.8                          |   | 27.8 | % | 10.0 |   | 29.9 | % |
| Software     |   | 1.4                          |   | 67.5 | % | 0.0 |   | 85.9 | % |
| **Total**    |   | 22.1                         |   | 18.1 | % | 19.1 |   | 17.2 | % |

 

Systems revenuesdecreased 7.6 million from EUR 85.0 million in 2000 to EUR 77.4 million in2001, due primarily to decreases in sales volume resulting from weak marketconditions in this segment of the ICT-market as discussed earlier. Furthermore,systems gross margins declined resulting from less favourable product mixchanges and an overall market trend of declining systems margins.

 

Services revenuesdecreased by EUR 1.8 million from EUR 35.2 million in 2000 to EUR 33.4 millionin 2001. This decrease is due mainly to lower revenues in 2001 following thedivestiture on January 2001 of the ITC training business.The decrease was alsopartly a result of the decrease in major ICT-infrastructure projects andrelated services as discussed above and was partly offset by an increase inservice management revenues.

 

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Services gross marginincreased by 2.1% of revenues from 27.8% in 2000 to 29.9% in 2001 despite thedecrease in Services revenues in 2001 compared to 2000 as discussed above. Thisis due primarily to the divesture by the Company of its less profitableservices businesses and reductions in the Company’s operating costs, primarilyits fixed and temporary personnel expenses. The Company was able to reduce suchexpenses at a faster rate than the decrease in its revenues.

 

Software revenuesdecreased by EUR 2.1 million from EUR 2.2 million in 2000 to EUR 0.1 million in2001 due to a strategic decision in 2000 to cease developing proprietarysoftware products.

 

### *Operatingexpenses*

Total operating expensesdecreased EUR 2.2 million or 0.6% of net revenues due primarily to reducedoperating expenses in the Software & Systems Integration Division (EUR 2.1million) associated with the streamlining of the organization with respect toheadcount and expense levels following the strategic decision to ceasedeveloping proprietary software products.

 

Operating expenses

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
|                                |   | **2000**                     |   | **2001** |   |
|                                |   | **EUR**                      |   | **EUR** |   |
| Sales and  marketing expense        |   | 10.2                         |   | 9.7 |   |
| Research and  development expense   |   | 0.6                          |   | 0.0 |   |
| General and  administrative expense |   | 5.8                          |   | 4.7 |   |
| Goodwill  amortization              |   | 0.2                          |   | 0.2 |   |
| **Total operating expenses**        |   | 16.8                         |   | 14.6 |   |

 

 

Operating expenses aspercentage of revenues

(in millions)

 
|                                |   | **Year Ended  December 31,** |   |
|-------------------------------------|--------|------------------------------|--------|
|                                |   | **2000**                     |   | **2001** |   |
|                                |   | **%**                        |   | **%** |   |
| Sales and  marketing expense        |   | 8.4                          | %      | 8.8 | % |
| Research and  development expense   |   | 0.5                          | %      | 0.0 | % |
| General and  administrative expense |   | 4.7                          | %      | 4.2 | % |
| Goodwill  amortization              |   | 0.2                          | %      | 0.2 | % |
| **Total operating expenses**        |   | 13.8                         | %      | 13.2 | % |

 

### *Salesand Marketing Expense*

Sales and marketing expense decreased from EUR 10.2 million in 2000 toEUR 9.7 million in 2001. This is primarily a result of the decrease in costs inthe Software & Systems Integration Division for reasons as discussed aboveunder operating expenses. As a percentage of net revenues sales and marketingexpense increased from 8.4% in 2000 to 8.8% in 2001.

 

### *Researchand Development Expense*

Research and development expense decreased from EUR 0.6 million, or0.5% of net revenues, in 2000 to EUR 0.0, or 0.0% of net revenues, in 2001.This is primarily a result of the decrease in costs in the Software &Systems Integration Division for reasons as discussed above under operatingexpenses.

 

### *Generaland Administrative Expense*

General and administrative expense decreased from EUR 5.8 million, or4.7% of net revenues, in 2000 to EUR 4.7 million, or 4.2% of net revenues, in2001.This is primarily a result of the decrease in costs in the Software &Systems Integration Division for reasons as discussed above under operatingexpenses.

 

### *OtherIncome (Expense), Net*

Net other expense decreased from EUR 0.5 million in 2000 to EUR 0.2million in 2001. This decrease is due primarily to less banking fees as aresult of better contract conditions and lower foreign exchange rate losses.

 

24

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### *Provisionfor Income Taxes*

Due to the availability of net operating losses (‘NOLs’), the Companyincurred no income tax expense in either 2000 or 2001. As of December 31, 2001,the Company has NOLs of approximately EUR 20.0 million. The Company recorded adeferred tax asset of EUR 0.5 million as it expects that it is more likely thannot that this part of its NOLs will be realized in the near future. The NOL’savailable at December 31, 2001, relate to entities in the Netherlands; theNOL’s of approximately EUR 3.5 million relating to the entity in Belgium(discontinued) available at December 31, 2001, were excluded.

 

# **Cash Flows**

Net cash provided by continuing operations was EUR 8.8 million and EUR4.9 million in 2000 and 2001, respectively. The decrease in cash provided bycontinuing operations in 2001 of EUR 3.9 million was primarily due to (i) adecrease in net income (EUR 0.5 million), (ii) a decrease in non-cash expenses(EUR 1.2 million) in particular software amortization and (iii) investments innet working capital (EUR 2.2 million) in particular accounts payable.

 

Net cash provided by (used in) investing activities of continuingoperations was (EUR 1.2 million) and EUR 0.4 million in 2000 and 2001,respectively. The decrease in cash used in investing activities was dueprimarily to a decrease in restricted cash by 0.7 million and the fact that amajor portion of 2001 investments were financed by a capital lease which wasnot the case in 2000.

 

Net cash used in financing activities of continuing operations was EUR1.0 million and EUR 12.6 million in 2000 and 2001, respectively. The highercash used in financing activities in 2001 was primarily related to theCompany’s financial restructuring, particularly the redemption of alloutstanding preferred shares.

 

Net cash flow of discontinued operations was EUR 0.2 million and EUR(1.0 million) in 2000 and 2001, respectively. The decreased cash flow fromdiscontinued operations was primarily related to the decrease in net result ofdiscontinued operations of EUR 1.3 million.

 

**Liquidityand Capital Resources**

 

In 2001, Triple P N.V. completed a financial restructuring through thewithdrawal of its outstanding preferred shares on August 1, 2001 for anaggregate EUR 11.8 million, of which EUR 10.9 million represented paid-incapital, EUR 0.45 represented an agreed upon withdrawal premium and EUR 0.45million represented payment for the cancellation of the investor call optionrelated to the withdrawn preferred shares. By withdrawing these preferredshares Triple P N.V. eliminated its obligation to pay a yearly dividend of EUR1.0 million on the preferred shares. The Company financed this withdrawal withavailable surplus cash and borrowings through its revolving credit facilities.In 2002 the Company paid outstanding dividends on preferred stock related tothe period of January 1, 2001, through August 1, 2001, amounting to EUR 0.6million subsequent to approval of this dividend by the general meeting ofshareholders.

 

The Company had cash and cash equivalents (including restricted cash)of EUR 9.7 million, EUR 1.1 million and EUR 4.3 million at December 31, 2000,2001 and 2002, respectively, and working capital of EUR 11.3 million, EUR 2.9million and EUR 1.9 million at December 31, 2000, 2001 and 2002, respectively.The decreased cash position in 2001, related primarily to the cash flowconnected with the financial restructuring and dividends, amounting to EUR 12.8million, which were only partly offset by 2001 operating profits and relatedcash flow. The increase in the Company’s cash position in 2002 stems primarilyfrom the Company’s operating profits in 2002 and timing differences in thepayment of amounts relating to EUR 2.3 million of charges incurred in 2002.These charges include a EUR 0.9 million charge related to unused leaseholdfacilities and the establishment of reserves relating to two legal proceedingsand a EUR 1.4 million restructuring charge in connection with the write down ofunused assets and the termination of employee contracts.

 

The Company had no short-term borrowings at December 31, 2000, 2001 and2002.

 

The Company has an euro denominated revolving credit facility agreementwith IFN Finance B.V. (ABN-AMRO) whereby the Company may borrow up to 70% ofeligible accounts receivable. Borrowings under this facility are secured by theCompany’s accounts receivable. Borrowings are subject to a maintenance covenantrequiring the ratio of equity to total assets to be equal at least 15%. IFNFinance issued a waiver for this maintenance covenant allowing the Company toexceed 

 

25

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the 15% solvency ratio through December 31, 2003, in exchange for apotential higher interest rate on outstanding loan amounts. Interest on suchborrowings accrues at the European Central Bank’s discount rate plus 1.5% witha minimum of 5.25% and is payable monthly. In addition, the Company pays abasic fee of 0.075% of total net revenues including VAT. This credit agreement,which took effect May 18, 2000, was renewed in May 2001 for a period of oneyear with an automatic renewal for a period of one year. The agreement may beterminated at the end of each period by either party upon expiration of a90-day notice period. As of December 31, 2002 no amounts were outstanding underthis facility.

 

The Company does not engage in hedging activities nor has it enteredinto any off-balance-sheet transactions, arrangements or other relationshipswith unconsolidated entities or persons that are likely to affect liquidity orthe availability of or requirements for capital resources.

 

The following table summarizes the Company’s obligations to make futurepayments under contracts:

 

Contractual ObligationsDue by Period at December 31, 2002

(in thousands of euros)

 
| **Contractual  Obligations**        |   | **Total** |   | **< 1  year** |   | **1-3 years** |   | **4-5 years** |   | **> 5  years** |   |
|-------------------------------------|--------|-----------|--------|------------------|--------|---------------|--------|---------------|--------|-------------------|--------|
| Capital Leases**(1)**               |   | 678       |   | 470              |   | 208           |   | —        |   | —            |   |
| Operating Leases**(2)**             |   | 7,663     |   | 3,339            |   | 3,402         |   | 922           |   | —            |   |
| Total  Contractual Cash Obligations |   | 8,341     |   | 3,809            |   | 3,610         |   | 922           |   | —            |   |

 

----

**(1) **Capitalleases relate to the Company’s ERP-investments.

**(2) **Operatingleases relate to the Company’s building lease and car lease contracts.

 

The following table summarizes the Company’s guarantees and theirexpiration dates:

 

Amount of Guarantee byExpiration Period at December 31, 2002

(in thousands of euros)

 
|       |   | **Total** |   | **< 1  year** |   | **1-3 years** |   | **4-5 years** |   | **> 5  years** |   |
|------------|--------|-----------|--------|------------------|--------|---------------|--------|---------------|--------|-------------------|--------|
|       |   |      |   |             |   |          |   |          |   |              |   |
| Guarantees |   | 545       |   | 48               |   | 312           |   | 175           |   | 10                |   |

 

The guarantees providedby the Company and its subsidiaries on behalf of third parties relate to bankguarantees primarily issued to the lessor of its leasehold facilities. Noliability is accrued as none is deemed probable

 

The Company believes thatits cash position at December 31, 2002, its internally generated cash flow in2003 and its available bank borrowings will be adequate to satisfy its capitalneeds for at least the next twelve months. In case the internally generatedcash is not sufficient to capital needs, management of the Company believes itis possible to cut operating expenses and capital expenditures to compensatethis cash shortfall and to draw amounts under the existing credit facilityagreement.

 

The Company may from timeto time consider acquisitions of complementary businesses, products ortechnologies, which may require additional financing. In addition, continuedgrowth in the Company’s business or the incurrence of additional operatinglosses may require the Company to raise additional capital. Additional capitalmay not be available to the Company if and when needed or on acceptable terms.However, the Company believes it has sufficient resources to satisfy capitalneeds for at least the next twelve months.

 

The Company plans limited capital expenditures for 2003.

 

The Company is party to certain legal proceedings, none of which theCompany believes will have a material impact on the Company’s business orfuture results of operations or financial condition. Management has establisheda reserve for these legal proceedings. See ‘Legal Proceedings’ in item 8 andnote 6 of ‘Notes to Consolidated Financial Statements’.

 

26

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**Researchand development, patents and licenses**

 

In 2000, 2001 and 2002 the Company’s research and development expenseswere EUR 0.6 million, EUR 0.0 million and EUR 0.0 million, respectively. The2000 research and development expenses were related to research and developmentexpenses for proprietary software products in the Software & SystemsIntegration Division. Research and development expenses declined as a result ofa strategic decision in 2000 to cease developing software products in thisDivision.

 

**TrendInformation**

 

Triple P is focused on marketing systems and network products, andproviding consulting, project management and implementation services as well asmanagement services to the Dutch ICT-business market. Most research analystsexpect these market segments to grow structurally in the coming years. Triple Pbelieves that the market conditions in 2003 will continue to be difficult. Thedifficult and uncertain economic climate generally and continued instability inthe ICT-market are such that the Company cannot provide any specific guidanceas to future results.

 

**Recent Accounting Prounouncements**

 

In June 2001, the Financial Accounting Standards Board issued SFAS No.141, “Business Combinations” and SFAS No. 142, “Intangible Assets.” SFAS No.141 requires that all business combinations initiated after June 30, 2001 beaccounted for under the purchase method and addresses the initial recognitionand measurement of goodwill and other intangible assets acquired in a businesscombination. SFAS No. 142 addresses the initial recognition and measurement ofintangible assets acquired outside of a business combination and the accountingfor goodwill and other intangible assets subsequent to their acquisition. SFASNo. 142 provides that intangible assets with finite useful lives be amortizedand that goodwill and intangible assets with indefinite lives not be amortized,but instead tested at least annually for impairment. The adoption of SFAS No.141 and 142 did not have an impact on the Company’s financial position, resultof operations or cash flows. In 2002 the Company had no goodwill.

 

In August 2001, the FASB issued SFAS 144, “Accounting for theImpairment or Disposal of Long-Lived Assets.” This statement addresses theimpairment or disposal of long-lived assets and supersedes SFAS 121,“Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assetsto be Disposed Of,” and Accounting Principles Board Opinion No. 30, “Reportingthe Results of Operations, for a disposal of a segment of a business.” SFAS 144is effective for fiscal years beginning after December 15, 2001. The adoptionof this standard did not impact the Company’s financial position, result ofoperations or cash flows.

 

In June 2002, the FASB issued SFAS 146, “Accounting for CostsAssociated with Exit or Disposal Activities.” This statement defines theaccounting and reporting for costs associated with exit or disposal activitiesand is effective for exit or disposal activities that are initiated afterDecember 31, 2002, with early application encouraged. SFAS 146 supersedesEmerging Issues Task Force (EITF) issue 94-3, “Liability Recognition forCertain Employee Termination Benefits and Other Costs to Exit an Activity.” TheCompany will adopt SFAS 146 as of January 1, 2003 and does not expect theadoption of the statement to have a significant impact on its financialposition, result of operations or cash flows.

 

In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees,Including Indirect Guarantees of Indebtedness of Others.” The disclosureprovisions of FIN 45 are effective for financial statements of interim orannual periods that end after December 15, 2002. The provisions for initialrecognition and measurement are effective on a prospective basis for guaranteesthat are issued or modified after December 31, 2002, irrespective of aguarantor’s year-end. The adoption of this standard did not impact theCompany’s financial position, result of operations or cash flows.

 

In November 2002, the EITF 00-21 “Revenue Arrangements with MultipleDeliverables” was released. The provisions of EITF Issue No. 00-21 will applyto revenue arrangements entered into in fiscal periods beginning after June 15,2003. The Company has not yet determined the impact of the

 

27

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adoption of EITF IssueNo. 00-21 on its financial position, results of operation or cash flows.

 

In December 2002, theFASB Issued Statement No.148, “Accounting for Stock-Based Compensation-Transition and Disclosure -an Amendment of FASB Statement No. 123,” (“SFAS148”). SFAS 148 amends FASB Statement No. 123, “Accounting for Stock BasedCompensation” (“SFAS 123”) and provides alternative methods for accounting fora change by registrants to the fair value method of accounting for stock-basedcompensation. Additionally, SFAS 148 amends the disclosure requirements of SFAS123. The statement is effective for fiscal years ending after December 15,2002, and disclosures are effective for the first fiscal quarter beginningafter December 15, 2002. The adoption of this standard did not impact theCompany’s financial position, result of operations or cash flows.

 

28

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Item 6

**Directors,Senior Management and Employees**

 

## **Directorsand Officers**

 

The Directors and SeniorManagement of the Company, and their ages (as of December 31, 2002), are as follows:

 
| **Name**            |   | **Age** |   | **Position(s)**                                         |   |
|---------------------|--------|---------|--------|---------------------------------------------------------|--------|
| A.H.M. Stam(1)      |   | 58      |   | Chairman of the Supervisory Board (as of May 16,  2002) |   |
| H.C.A. Groenen(1)   |   | 58      |   | Supervisory Board member (as of May 16, 2002)           |   |
| H.G.C. Schade(1)    |   | 55      |   | Supervisory Board member (as of May 16, 2002)           |   |
|                |   |    |   |                                                    |   |
| R.E. Pijselman      |   | 35      |   | Chief Executive Officer (as of May 16, 2002)            |   |
| M.P.J. van den Oord |   | 34      |   | Chief Financial Officer (as of April 1, 2002)           |   |
| R.P. van den Bunt   |   | 53      |   | Director, Systems & Networks                        |   |
| H. Crijns           |   | 59      |   | Director, Services                                      |   |

 

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(1) Member of Audit Committee

 

A.H.M. Stam was appointed as Chairman of the Supervisory Board in May2002. From 1972 to 1984 Mr. Stam held various executive management positions atSHV, an international wholesale company in The Netherlands. From 1984 to 1990Mr. Stam held subseqent board positions at NMB, a Dutch Bank, Lease Plan, aDutch car lease company and Newtron Holding, a Dutch holding company. From 1991to 1993 Mr. Stam worked as interim manager for various companies. Since 1993Mr. Stam has served as Chief Executive Officer of Arboned, a Dutch company inthe healthcare market. Mr. Stam holds Board positions at VNO/NCW and BOA aswell as Advisory Board positions at Cap Gemini Ernst & Young, TNO andLeeuwendael B.V. (Rijswijk). Furthermore, Mr. Stam holds a Supervisory Boardposition at Bouwcenter Organisatie B.V. (Woerden).

 

H.C.A. Groenen was appointed as Supervisory Board member in May 2002.Since 1967 Mr. Groenen has held various positions at NMB-Heller, a Dutch bank.From 1973 to 1998 Mr. Groenen was Chief Executive Officer of NMB-Heller andsince 1990 he has been Chief Executive Officer of NMB-Heller Holding N.V. Mr.Groenen holds Board positions at Handlowy-Heller S.A. (Warsaw, Poland), HellerA.S. (Prague, Czech Republic), PL & Partners Beheer (Doorn, TheNetherlands) and Herbel Beleggingen N.V. (Rotterdam, The Netherlands).Furthermore, Mr. Groenen holds Supervisory Board positions at Heller Bank A.G.(Mainz, Germany) and NMB-Heller Ltd. (Reignate, United Kingdom).

 

H.G.C. Schade was appointed as Supervisory Board member in May 2002.Mr. Schade is co-founder of Ucosan International B.V. and served as its ChiefExecutive Officer from 1966 to 1999. Ucosan is engaged in the design,production and distribution of products for bathrooms such as bathtubes, whirlpoolsand showers. In 1999 Ucosan was sold to Villeroy and Boch. Mr. Schade holdsBoard positions at Pronk Ergo (Zoetermeer), Vialle (Eindhoven), Anchor Datacomm(Amsterdam) and Medinova Medical Clinics. Furthermore, Mr. Schade holds anAdvisory Board position at Nesbic, a Dutch investment company.

 

R.E. Pijselman joined the Company in 2002 as Chief Executive Officer.Previously Mr. Pijselman served as Vice President for Active Voice, asubsidiary of NEC, where he was responsible for all activities in Europe, theMiddle East and Asia. With Active Voice Mr. Pijselman held several managementpositions since 1994.

 

M.P.J. van den Oord joined the Company in 1997 as Controller of TripleP Nederland B.V. and was subsequently appointed Concern Controller in 1999 andChief Financial Officer in 2002. From 1992 to 1997 Mr. van den Oord worked as apublic accountant for Arthur Andersen. Mr. van den Oord is a certified publicaccountant.

 

R.P. van den Bunt joined the Company in 1989 as Director of the OfficeSolutions business unit and was appointed Director of the Systems &Networks Division in 1999. From 1976 to 1989 Mr. van den Bunt held varioussales management positions at Wang Nederland B.V.

 

H. Crijns joined the Company in November 1999 as Director of theServices Division. From 1970 to 1985, Mr. Crijns worked for Xerox Corporationand from 1985 to 1999 he worked for Digital 

 

29

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Equipment Corporation where he held various management positions.

 

**Compensation**

 

As of May 23, 2001, the general meeting of shareholders approved theproposed increase in renumeration of the Chairman of the Supervisory Board fromEUR 9,075 to EUR 22,689 on a yearly basis and of Supervisory Board Members fromEUR 9,075 to EUR 13,613.

 

The aggregate amount of cash compensation of the Chief ExecutiveOfficer and the officers, including former (interim) Chief Executive Officerand officers, of the Company as a group paid or accrued for services in allcapacities for the year ended December 31, 2002, was approximately EUR 819,000.As of December 31, 2002, the Chief Executive Officer and the officers as agroup held options to purchase 485,833 common shares. Certain executiveofficers are eligible to receive bonuses pursuant to a plan which establishesbonus targets based upon the Company’s sales, gross margin, operating incomeand accounts receivable balances.

 

The aggregate additional amount set aside by the Company in 2002 toprovide pension, retirement or other benefits for these officers as a group wasEUR 35,000.

 

**BoardPractices**

 

The following table sets forth information regarding the incumbency ofthe members of the Company’s Supervisory Board.

 
| **Name**       |   | **Period of  Services**     |   | **Expiration  of  Current Term** |   |
|----------------|--------|-----------------------------|--------|----------------------------------|--------|
| A.H.M. Stam    |   | May 16, 2002 – present |   | May 16, 2006                     |   |
| H.C.A. Groenen |   | May 16, 2002 – present |   | May 16, 2006                     |   |
| H.G.C. Schade  |   | May 16, 2002 – present |   | May 16, 2006                     |   |

 

The Company’s SupervisoryBoard of Directors as a whole undertake the functon of an Audit Committee andRenumeration Committee.

 

The Company has noservice contracts with its Supervisory Board Members.

 

The Company has enteredinto indemnification agreements with its directors and officers which providefor indemnification by the Company against any liability to which a director orexecutive officer may be subject for judgments, settlements, penalties, finesand expenses of defense (including attorneys’ fees, bonds and costs ofinvestigation), arising out of or in any way related to acts or omissions as adirector, officer or in any other capacity in which services are rendered tothe Company or its subsidiaries. The Company believes that the indemnificationagreements will assist the Company in attracting and retaining qualifiedindividuals to serve as directors and executive officers. The agreementsprovide that a director or officer is not entitled to indemnification undersuch agreements (i) if indemnification is expressly prohibited under applicablelaw,(ii) for certain violations of securities laws or (iii) for certain claimsinitiated by the officer or director. Generally, under Netherlands law adirector will not be held personally liable for decisions made with reasonablebusiness judgment absent self-dealing. In addition, indemnification may not beavailable to directors or officers under Netherlands law if any act or omissionby a director or officer qualifies as willful misconduct or gross negligence.Due to the lack of applicable case law, it is not clear whether indemnificationis available where there has been a breach of US securities laws.

 

**Employees**

 

At December 31, 2000,2001 and 2002, the Company employed 501, 446 and 402 full time employees,respectively. At December 31, 2002, the Company employed 17 temporaryemployees.

 

The following tables set forth the number of employees in each divisionand department at December 31, 2000, 2001 and 2002.

 

30

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Full-time Equivalent Employees by Division 

 
|                                |   | **2000** |   | **2001** |   | **2002** |   |
|-------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Systems &  Networks             |   | 134      |   | 115      |   | 86       |   |
| Services                            |   | 251      |   | 242      |   | 242      |   |
| Software &  Systems Integration |   | 85       |   | 62       |   | 49       |   |
| Other                               |   | 31       |   | 27       |   | 25       |   |
| **Company Total**                   |   | 501      |   | 446      |   | 402      |   |

 

Full-Time Equivalent Employees by Department 

 
|                          |   | **2000** |   | **2001** |   | **2002** |   |
|-------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Operations                    |   | 318      |   | 277      |   | 249      |   |
| Sales &  Marketing        |   | 124      |   | 114      |   | 105      |   |
| General &  Administration |   | 59       |   | 55       |   | 48       |   |
| **Company Total**             |   | 501      |   | 446      |   | 402      |   |

 

The decrease in thenumber of full-time employees by 55 in 2001 is primarily due to a decrease inthe number of full-time employees by 23 in the Software & SystemsIntegration Division who were primarily employed in operations. As a result ofa streamlining of the organization following a change in strategy in thisdivision, a number of employees left the Company during the year 2001. Inaddition, as of January 1, 2001, the Company sold the ITC training businesswith 13 full-time employees in the Systems & Networks Division, primarilyin operations.

 

The decrease in the number of fulltime employees by 44 in 2002 isprimarily due to streamlining of the Company by Management anticipating a lowerrevenue level in 2002. In addition, the Company decided to terminate 29employee contracts in connection with a formal restructuring program in thefourth quarter of 2002.  These employeeshave left the Company in the first quarter of 2003.

 

Under Dutch law employee membership in trade unions is confidential.The Company has never been the subject of a grievance filed by a trade union,nor has the Company ever suffered a work stoppage. Certain corporate decisionsthat would have a material effect on Triple P’s Dutch subsidiaries, whichgenerate substantially all of its revenue, are subject to prior consent oradvice from the Combined Works Council. The Company considers its employeerelations to be excellent.

 

**ShareOwnership**

 

# **Securitiesand options held by Directors and Officers**

 

The following tables setforth the number of common shares and options to purchase common shares held bydirectors and officers at December 31, 2002.

 

Securities

 
| **Name**                               |   | **Securities  Held(2)** |       | **Percentage  of  Class** |       |
|----------------------------------------|--------|-------------------------|------------|---------------------------|------------|
| A.H.M. Stam                            |   | 5,000                   | ** ** |                      | **(1)**    |
| H.C.A. Groenen                         |   | 5,000                   | ** ** |                      | **(1)**    |
| H.G.C. Schade                          |   | 5,000                   | ** ** |                      | **(1)**    |
|                                   |   |                    | ** ** |                      | ** ** |
| R.E. Pijselman                         |   | 126,000                 | ** ** |                      | **(1)**    |
| M.P.J. van den Oord                    |   | 10,601                  | ** ** |                      | **(1)**    |
| R.P. van den Bunt                      |   | 187,296                 | ** ** |                      | **(1)**    |
| H. Crijns                              |   | 169,537                 | ** ** |                      | **(1)**    |
|                                   |   |                    | ** ** |                      | ** ** |
| All directors  and officers as a group |   | 509,434                 |       | 1.7                       | %          |

 

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**(1)   **Lessthan 1%

**(2)   **Sharesbeneficially owned including shares underlying exercisable options.

 

31

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Options

 
| **Name**                               |   | **Underlying  securities** |   | **Exercise  Price US$** |   | **Expiration  Date**   |   |
|----------------------------------------|--------|----------------------------|--------|-------------------------|--------|------------------------|--------|
| A.H.M. Stam                            |   | 5,000                      |   | 0.9880                  |   | 05/2007                |   |
| H.C.A. Groenen                         |   | 5,000                      |   | 0.7600                  |   | 05/2007                |   |
| H.G.C. Schade                          |   | 5,000                      |   | 0.7600                  |   | 05/2007                |   |
|                                   |   |                       |   |                    |   |                   |   |
| R.E. Pijselman                         |   | 125,000                    |   | 0.7800                  |   | 05/2006                |   |
| M.P.J. van den Oord                    |   | 5,000                      |   | 2.6650                  |   | 09/2004                |   |
| R.P. van den Bunt                      |   | 186,296                    |   | 1.0080 – 2.1413    |   | 02/2004 – 01/2006 |   |
| H. Crijns                              |   | 169,537                    |   | 1.0080 – 2.1413    |   | 02/2004 – 01/2006 |   |
|                                   |   |                       |   |                    |   |                   |   |
| All directors  and officers as a group |   | 500,833                    |   |                    |   |                   |   |

 

# **StockCompensation Plans**

 

**1996Stock Plan**

The 1996 Stock Plan provides for the grant of options to employees andconsultants (including officers) of the Company and its affiliates. Whenadopted by the shareholders of the Company in September 1995, 1,500,000 commonshares were issuable under the 1996 Stock Plan. At the 1998 general meeting ofshareholders, the shareholders voted to increase the number of common sharesissuable under the 1996 Stock Plan by 1,000,000, bringing the total commonshares available for stock option grants to 2,500,000. The 1996 Stock Plan willterminate in September 2005 unless terminated earlier by the Management Boardupon approval of the Supervisory Board. The 1996 Stock Plan may be administeredby the Management Board or Supervisory Board, or both, or by a committeeappointed by either or both Boards in a manner that satisfies the legalrequirements relating to the administration of stock plans under all applicablelaws. The 1996 Stock Plan is currently administered by the Management Board,subject to Supervisory Board approval.

 

The 1996 Stock Plan includes provisions governing options intended toqualify as incentive stock options within the meaning of Section 422 of the USInternal Revenue Code of 1986, as amended.

 

The 1996 Stock Planprovides that the exercise price of options granted under the Plan shall be100% of the average fair market value of the common shares during a period offive trading days prior to the date of grant plus 0%, 10%, 20% or 30% at theoptionee’s choice. The exercise price is determined at date of grant. Alloptions under the plan are immediately exercisable.The maximum term of anoption granted under the 1996 Stock Plan is five years from the date of grant.Resale to third parties of shares purchased through exercise of an optiongranted under the 1996 Stock Plan is restricted. Only 25% of such shares may besold in the year following the date the option was granted and in each of thethree years following the first anniversary of the date of grant the optioneegains the right to sell an additional 25% of the shares covered by the option.

 

In the event oftermination of an optionee’s employment or consulting arrangement, all optionsthat have not been exercised terminate. In the event of termination of anoptionee’s status as an employee as a result of death or disability, the optionmay be exercised at any time within twelve months following the date of deathor disability but in no event later than the expiration date of such option andonly to the extent that the optionee had the right to exercise the option onthe date of death or disability. In the case of death, the option may beexercised by the optionee’s estate or by a person who has acquired the right toexercise the option by bequest or inheritance. Rights may not be sold, pledged,assigned, hypothecated, or disposed of in any manner other than by will or bythe laws of descent or distribution and may be exercised, during the lifetimeof the optionee, only by the optionee. Options to purchase an aggregate of891,627 common shares under the 1996 Stock Plan were outstanding at December31, 2002.

 

**1995 Director Option Plan**

The 1995 Director OptionPlan provides for automatic grants of stock options to Supervisory Directors ofthe Company. When adopted by the shareholders of the Company in September 1995,100,000 common shares were issuable under the Director Plan. At the 1998general meeting of shareholders, the shareholders voted to increase the numberof shares issuable under the Director Plan by 100,000, bringing the totalnumber of common shares issuable under the Director Plan to 200,000. 

 

32

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Each person who becomes aSupervisory Director after September 1995, other than individuals whoimmediately prior thereto served as a Chief Executive Officer of the Companyautomatically are granted an option to purchase 5,000 common shares of theCompany upon their appointment to the Supervisory Board (a ‘First Option’).

 

In addition, eachSupervisory Director is automatically granted an option to purchase 5,000common shares (a ‘Subsequent Option’) on January 1 of each year, provided thathe or she has served on the Board for at least three months as of that date. Atthe general meeting of shareholders on May 23, 2001, the shareholders voted toincrease the number of automatically granted options to 10,000 a year startingJanuary 1, 2002. All options granted under the Director Plan are exercisableimmediately. Under the terms of the Director Plan, the exercise price ofoptions granted to Supervisory Directors is 100% of the average fair market valueof the common shares on the date of grant. Shares purchased upon exercise of aSubsequent Option are subject to a repurchase right. The Company may repurchaseat the exercise price of the Subsequent Option any shares purchased by theoptionee pursuant to the Subsequent Option if the optionee ceases to be aSupervisory Director of the Company.This repurchase right lapses as to onetwelfth of the shares subject to the Subsequent Option for each month thatpasses after date of grant of the Subsequent Option so long as the optioneeremains a Director. All options granted under the Director Plan have a term offive years.

 

In the event of termination of an optionee’s status as a Director, theoptionee may exercise his or her remaining options within 90 days of thetermination date (or 12 months in the case of termination as a result of deathor disability), but in no event later than the expiration date of any suchoption. Options may not be sold or transferred other than by will or the lawsof descent and distribution, and may be exercised during the life of theoptionee only by the optionee. In the event of any merger, sale of assets orother transaction involving a change in control of the Company, all repurchaserights with respect to options outstanding under the Director Plan willimmediately lapse, and such options will remain exercisable for a period of 90days from the date of change in control. Options to purchase 15,000 commonshares were outstanding under the Director Plan at December 31, 2002. The DirectorPlan will terminate in September 2005.

 

The following table setsforth, as of December 31, 2002, (i) the total number of options to purchasecommon shares outstanding under the 1995 and 1996 Plans (ii) the expirationdates of such options and (iii) the prices,in US$, at which such options may beexercised.

 
|                |   | **Outstanding** |   | **Expiration  Dates** |   | **Exercise  Price of  shares US$** |   |
|---------------------|--------|-----------------|--------|-----------------------|--------|------------------------------------|--------|
| 1996 Stock Plan     |   | 891,627         |   | 06/2003 to 07/2006    |   | 0.78 to 3.74                       |   |
| 1995 Director  Plan |   | 15,000          |   | 05/2007               |   | 0.76 to 0.99                       |   |

 

33

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Item 7

**MajorShareholders and Related Party Transactions**

 

**MajorShareholders**

 

The following table shows the beneficial ownership of common shares by(i) any person known to the Company to be the owner of more than five percentof the common shares, as of December 31, 2002:

 
| **Identity  of person** |   | **Shares  Beneficially  owned** |   | **Percent** |   |
|-------------------------|--------|---------------------------------|--------|-------------|--------|
| F. Khaleghi Yazdi       |   | 10,008,424                      |   | 32.8        | %      |
| Orange Fund             |   | 4,500,000                       |   | 14.8        | %      |
| S. Nadjafi              |   | 2,296,370                       |   | 7.5         | %      |

 

In 2002 F. Khaleghi Yazdipurchased, to the best of the Company’s knowledge, about 2 million shares. Themajor shareholders do not have voting rights that are different from the rightsof other shareholders. The Company believes that about 7.3% of its commonshares are held in the United States. To the best of the Company’s knowledge,there are 6 registered holders of the Company’s common shares in the UnitedStates. The Company is not owned or controlled by another corporation or by anyforeign government.

 

**RelatedParty Transactions**

 

None of the members of the Company’s directors or officers has or hashad since January 1, 2002, any interest in any transaction which is or was (i)material to such affiliated party or (ii) material to the business of theCompany. No loan is outstanding from the Company to any Board member orSupervisory Board member and the Company has not provided any guarantee for thebenefit of any such person.

 

Item 8

**Financial Information**

 

**ConsolidatedStatements and other Financial Information**

 

**ConsolidatedStatements**

See pages F-1 through F-21 incorporated herein by reference.

 

**LegalProceedings**

The Company is engaged as plaintiff or defendant in several lawsuits inThe Netherlands and Belgium, originating before 2002, generally in the ordinarycourse of its business. Although the Company vigorously defends against theseclaims it maintains reserves to an amount of approximately EUR 513,000 forspecific lawsuits as a matter of course, which represent estimates of itsprobable liabilities with respect to these specific claims. The Company doesnot believe that based on current judgement and estimates the outcome in any ofthese lawsuits individually or in the aggregate would have a material adverseimpact on the Company’s business, future results of operations or financialcondition. As this litigation may take several years to complete future eventscould require management to make significant adjustments for revisions to theseestimates.

 

From time to time in the ordinary course of business the Companyreceives inquiries regarding possible infringement by its products of thirdparty proprietary rights. Although the Company believes there is no basis forany current inquiries, third parties may assert infringement claims against theCompany in the future with respect to current or future products, which couldresult in costly litigation.  It ispossible that an assertion could result in the Company to entering into royaltyarrangements.

 

**DividendDistributions**

The Company has never paid or declared any cash dividends on its commonshares and does not anticipate paying cash dividends in the foreseeable future.Any future determination to pay cash dividends will be at the discretion of theSupervisory Board and will depend on the Company’s 

 

34

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financial condition, results of operations, capital requirements,general business condition and such other factors as the Supervisory Board maydeem relevant. The Company has paid cash dividends to the holders of itspreferred shares as required by its Articles of Association, as amended fromtime to time.

 

**SignificantChanges**

 

There have been no significant changes in the Company’s business sinceDecember 31, 2002.

 

Item 9

**The Offering and Listing**

 

The Company’s common shares are issuable in either registered or bearerform as the holder may elect. Registered shares may consist of either commonshares registered with the Bank of New York, the Company’s transfer agent andregistrar in New York (respectively, the ‘New York Registered Shares’ and the‘New York Transfer Agent’), or common shares registered at the Company’soffices in Vianen, The Netherlands (the ‘Vianen Register’). New York RegisteredShares may be evidenced by certificates printed in English and are registeredin book-entry form. Common shares may also be registered in the Vianen Registerin book-entry form. Bearer shares are represented by certificates printed inDutch ‘k Certificates’ or ‘cf Certificates’.

 

The transfer of registered shares requires (i) an instrument intendedfor such purpose, (ii) except when the Company itself is a party to such legalact, the written acknowledgment of the transfer by the Company or, in the caseof New York Registered Shares, the New York Transfer Agent on behalf of theCompany and (iii) delivery of the share certificates, if any, to the Company orthe New York Transfer Agent.

 

The Company’s common shares were quoted on the Nasdaq National Marketfrom the Company’s initial public offering on December 15, 1995 until June 24,1997. On June 24, 1997, the Company’s common shares were delisted from theNasdaq National Market and quoted on the OTC Bulletin Board of the NationalAssociation of Securities Dealers, Inc. until August 10, 1998. Since August 10,1998, the common shares have been quoted on the Nasdaq Small Cap Market.Effective March 16, 1999, the Company’s stock ticker symbol changed from‘TPPPF’ to ‘TPPP’.

 

The following table sets forth, for the years indicated, the high andlow sale prices per common share during each year, as reported on on the OTCBulletin Board and the Nasdaq Small Cap Market for the fiscal year endingDecember 31, 1998, and as reported on the Nasdaq Small Cap Market for thefiscal years ending December 31, 1999, 2000, 2001 and 2002.

 
| **Year** |   | **High** |   | **Low** |   |
|----------|--------|----------|--------|---------|--------|
|     |   | **US$**  |   | **US$** |   |
| 1998     |   | 3.56250  |   | 2.00000 |   |
| 1999     |   | 3.37500  |   | 1.37500 |   |
| 2000     |   | 2.87500  |   | 0.70310 |   |
| 2001     |   | 1.41000  |   | 0.45000 |   |
| 2002     |   | 1.10000  |   | 0.05000 |   |

 

The following table setsforth, for the periods indicated, the high and low sale prices per common shareduring each of the quarters as reported on the Nasdaq Small Cap Market.

 

35

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| **Quarter**    |   | **High** |   | **Low** |   |
|----------------|--------|----------|--------|---------|--------|
|           |   | **US$**  |   | **US$** |   |
|           |   |     |   |    |   |
| **2001**       |   |     |   |    |   |
| First quarter  |   | 1.25000  |   | 0.75000 |   |
| Second quarter |   | 1.41000  |   | 0.59380 |   |
| Third quarter  |   | 1.15000  |   | 0.45000 |   |
| Fourth quarter |   | 1.05000  |   | 0.50000 |   |
|           |   |     |   |    |   |
| **2002**       |   |     |   |    |   |
| First quarter  |   | 1.05000  |   | 0.75000 |   |
| Second quarter |   | 1.10000  |   | 0.45000 |   |
| Third quarter  |   | 0.64000  |   | 0.05000 |   |
| Fourth quarter |   | 0.39000  |   | 0.20000 |   |

 

The following table setsforth, for the periods indicated, the high and low sale prices per common shareduring each of the months set forth below as reported on the Nasdaq Small CapMarket.

 
| **Month**      |   | **High** |   | **Low** |   |
|----------------|--------|----------|--------|---------|--------|
|           |   | **US$**  |   | **US$** |   |
| September 2002 |   | 0.41     |   | 0.05    |   |
| October 2002   |   | 0.39     |   | 0.25    |   |
| November 2002  |   | 0.36     |   | 0.23    |   |
| December 2002  |   | 0.33     |   | 0.20    |   |
| January 2003   |   | 0.30     |   | 0.20    |   |
| February 2003  |   | 0.30     |   | 0.11    |   |

 

36

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Item 10

**Additional Information**

 

**Memorandumand Articles of Association**

 

**Introduction**

The material provisions of the Company’s Articles of Association, anEnglish translation of which has been included as an exhibit to this AnnualReport on Form 20-F, are summarized below. Such summaries do not purport to becomplete statements of these provisions and are qualified in their entirety byreference to such exhibit. The Company was established by the Department ofJustice at Vianen, The Netherlands as number N.V. 538.177.  The objectives of the Company are generallyto manage and finance businesses, extend loans and invest capital as describedin greater detail in Article 2 of the Company’s Articles of Association.

 

**Shares**

The Company’s authorized share capital is currently divided into43,750,000 common shares, nominal value EUR 0.04 per common share and19,750,000 preferred shares, nominal value EUR 0.04 per preferred share.Thecommon shares may be in bearer or registered form.

 

**Dividends**

Dividends on common shares may be paid out of annual profits shown inthe Company’s annual accounts, which must be adopted by the Company’sSupervisory Board and approved by the Company’s shareholders at the generalmeeting. Any holder of outstanding preferred shares is entitled to an annualdividend equal to the par value of such shares multiplied by such rate as isdetermined by the Board of Management on the first date on which a preferredshare is issued and approved by the Supervisory Board, provided that such rateshall be within three percentage points of the average deposit rate of theEuropean Central Bank. Such dividends on preferred shares are cumulative.

 

The Board of Management, with the prior approval of the SupervisoryBoard, may decide that all or part of the Company’s profits should be retainedand not be made available for distribution to shareholders.Those profits thatare not retained shall be distributed to holders of common shares, subject tothe rights of the holders of outstanding preferred shares, if any, describedabove, provided that the distribution does not reduce shareholders’ equity belowthe issued share capital increased by the amount of reserves required byNetherlands law. At its discretion, subject to statutory provisions, the Boardof Management may, with the prior approval of the Supervisory Board, distributeone or more interim dividends on the common shares before the annual accountshave been approved by the Company’s shareholders. Existing reserves that aredistributable in accordance with Netherlands law may be made available fordistribution upon proposal by the Board of Management, subject to priorapproval by the Supervisory Board. With respect to cash payments, the rights todividends and distributions shall lapse if such dividends or distributions arenot claimed within five years following the day after the date on which theywere made available.

 

**VotingRights**

Members of the Company’s Supervisory Board are appointed by the generalmeeting. The Company’s Articles of Association provide that the term of officeof each Supervisory Director will expire no later than the earlier of the firstgeneral meeting of shareholders after the fourth anniversary of his or herappointment and the date on which the general meeting of shareholders is heldin the calendar year in which he or she attains the age of 72. Members of theSupervisory Board may be re-appointed. Members of the Board of Management areappointed by the general meeting of shareholders voting on a proposal by theSupervisory Board.

 

**GeneralMeetings of Shareholders**

The Company’s general meetings of shareholders will be held at leastonce a year, not later than six months after the end of the fiscal year.Notices convening a general meeting will be mailed to holders of registeredshares at least 15 days before the general meeting and will be published innational newspapers in The Netherlands and abroad in countries where theCompany’s bearer shares are admitted for official quotation. In order toattend, address and vote at the general meeting of shareholders, the holders ofthe Company’s registered shares must notify it in writing of their intention toattend the meeting and holders of the Company’s bearer shares must direct thedepository to their bearer shares, each as specified in the published notice.The Company currently does not solicit from or nominate proxies for itsshareholders and is exempt from the proxy rules of

 

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the United StatesSecurities Exchange Act. However, shareholders and other persons entitled toattend the general meetings of shareholders may be represented by proxies withwritten authority.

 

Other general meetings of shareholders may be held as often as deemednecessary by the Supervisory Board or the Board of Management and must be heldif one or more shareholders or other persons entitled to attend the generalmeeting of shareholders jointly representing at least 10% of the Company’sissued share capital make a written request to the Supervisory Board or theBoard of Management that a meeting must be held and specifying in detail thebusiness to be dealt with at such meeting. Resolutions are adopted at generalmeetings of shareholders by a majority of the votes cast, except where adifferent proportion of votes is required by the Articles of Association orNetherlands law, in a meeting in which holders of at least one-third of theoutstanding common shares are represented. Each share carries one vote.

 

**Amendmentof Articles of Association and Winding Up**

A resolution presented to the general meeting of shareholders amendingthe Company’s Articles of Association or winding up the Company may only betaken after a proposal made by the Board of Management and approved by theSupervisory Board. A resolution to dissolve the Company must be approved by atleast a three-fourths majority of the votes cast.

 

**Approvalof Annual Accounts**

The Company’s annual Netherlands statutory accounts, together with acertificate of its auditors, will be submitted to the general meeting ofshareholders for approval. Consistent with business practice in The Netherlandsand as provided by the Company’s Articles of Association, approval of theannual accounts by the shareholders discharges the Board of Management and theSupervisory Board from liability for the performance of their respective dutiesfor the past financial year. Under Netherlands law, this discharge is notabsolute and will not be effective with respect to matters which are notdisclosed to the shareholders.

 

**LiquidationRights**

In the event of the Company’s dissolution and liquidation, the assetsremaining after payment of all debts and liquidation expenses are to bedistributed (a) first to the preferred shareholders in an amount equal to thepar value of such shares plus any declared but unpaid cumulative dividends and(b) second any remaining assets will be divided proportionately among theholders of the common shares.

 

**Issuesof Shares; Pre-emptive Rights**

The Company’s Board of Management has the power to issue shares if theBoard of Management has been designated by the general meeting of shareholders(whether by means of an authorizing resolution or by an amendment to theCompany’s Articles of Association) as the authorized body for this purpose. Thenumber of shares the Board of Management is authorized to issue must be set atthe time of appointment and in the case of common shares may not exceed 20% ofthe common shares then outstanding. Pursuant to a shareholders’ resolutiondated 11 June 1999, the Board of Management is authorized to issue up to43,750,000 common shares and 19,750,000 preferred shares or rights theretothrough 11 June 2004. The Board of Management may, however, authorize anissuance of shares only after obtaining the approval of the Supervisory Board.A designation of the Board of Management may be effective for a specifiedperiod of up to five years and may be renewed. In the absence of suchdesignation, the general meeting of shareholders has the power to authorize theissuance of shares.

 

Shareholders have a pro rata pre-emptive right of subscription to anycommon shares issued for the purpose of raising capital, which right may belimited or eliminated. If designated for this purpose by the general meeting ofshareholders (whether by means of any authorizing resolution or an amendment tothe Company’s Articles of Association), the Board of Management has the power,subject to approval of the Supervisory Board, to limit or eliminate shareholderpre-emptive rights through 11 June 2004. A designation may be effective for upto five years and may be renewed. In the absence of such designation, thegeneral meeting of shareholders has the power to limit or eliminate suchrights. The foregoing provisions apply equally to the issuance of rights tosubscribe for common shares.

 

**PreferredShares**

The provisions for theissuance of preferred shares are similar to the provisions for the issuance ofcommon shares described above. However, an issuance of preferred shares willrequire prior 

 

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approval of the generalmeeting of shareholders if (a) the Company’s shares are subsequently listed byEuronext Amsterdam N.V., (b) the proposed issuance of preferred shares wouldresult in an outstanding amount of cumulative preferred shares exceeding 100%of the outstanding common shares and (c) the issuance is effected pursuant to aresolution of a corporate body other than the Company’s general meeting ofshareholders, such as the Board of Management.

 

If the Company’s stock is subsequently listed by Euronext AmsterdamN.V., then the following provisions will apply. If the issuance of preferredshares is effected pursuant to a resolution of a corporate body other than thegeneral meeting of shareholders, but the amount of preferred shares to beissued would not exceed 100% of the number of outstanding common shares, thenprior approval of the general meeting of shareholders is not required, but thereasons for the issuance must be explained at an extraordinary general meetingof shareholders to be held within four weeks after such issue. Subsequently,within two years after the first issuance of preferred shares, a generalmeeting of shareholders will be held to resolve to repurchase or cancel thepreferred shares. If no such resolution is adopted, subsequent general meetingsof shareholders for the same purpose must be convened, each of which must beheld within two years following the preceding meeting, until no preferredshares remain outstanding. This procedure does not apply to preferred sharesthat have been issued pursuant to a resolution by, or with the prior approvalof, the general meeting of shareholders.

 

In connection with the issuance of preferred shares it may bestipulated that an amount not exceeding 75% of the nominal amount may be paidonly if the Company requests payment. A decision of the Board of Management forfurther payment requires prior approval of the Supervisory Board.

 

**Repurchaseand Cancellation of Shares**

The Company may repurchase its common shares, subject to compliancewith the requirements of certain laws of The Netherlands (and provided theaggregate nominal value of the Company’s common shares acquired by it at anyone time amounts to no more than one-tenth of its issued share capital). Commonshares owned by the Company may not be voted or counted for quorum purposes.Any such purchases are subject to the approval of the Supervisory Board and theauthorization of the general meeting of shareholders. Authorization is noteffective for more than 18 months. The Company may resell shares it purchases.Upon a proposal of the Board of Management and approval of the SupervisoryBoard, the Company’s shareholders at the general meeting shall have the powerto decide to cancel shares acquired by the Company or to reduce the nominalvalue of the common shares. Any such proposal is subject to generalrequirements of Netherlands law with respect to reduction of share capital.

 

Shares may only be cancelled by vote of the shareholders at the generalmeeting. Only shares which the Company holds or for which it holds thedepository receipts may be cancelled. However, an entire class may be cancelledprovided the Company repays the par value to the holders of such shares. In thecase of preferred shares, such repayment includes any declared but unpaiddividends.

 

**MaterialContracts**

 

In 2001 The Department of Justice again appointed Triple P as one offour preferred suppliers for systems delivery for a maximum of four yearscommencing October 1, 2001. Under these contracts the company recorded a netrevenue of approximately EUR 32.5 million in 2001 and EUR 30.7 million in2002.  The Company agreed upon a mastercontract with the Department of Justice in The Netherlands under which morethan hundred separate purchasing units order ICT-systems they need.

 

**Exchangecontrols**

 

There are currently no limitations on the rights of shareholders fromoutside The Netherlands to hold or vote common shares either under the laws ofThe Netherlands or in the Company’s Articles of Association. Cash distributionspayable in euros, if any, may be officially transferred from and to TheNetherlands and converted into any other currency without Netherlands legalrestrictions. However, for statistical purposes such payments and transactionsmust be reported to the Dutch Central Bank. We have no current intention to pay dividends on our ordinary shares.

 

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**Taxation**

 

**Introduction**

The following is only a summary of the material anticipated taxconsequences of an investment in common shares under US federal income tax andNetherlands tax laws. The discussion does not propose to deal with all possibletax consequences relating to an investment in common shares. In particular, thediscussion does not address the tax consequences under state, local and other(e.g., non-US or non-Netherlands) tax laws, nor does it address specialcircumstances that may apply to individual investors. Accordingly, eachshareholder is advised to consult its tax adviser regarding the taxconsequences of its investment in common shares. This summary is based on the USInternal Revenue Code of 1986, the Regulations as amended thereunder, currentcase law, published rulings, and Netherlands tax laws and regulations.

 

The anticipated tax consequences are subject to change, and such changemay be retroactively effective. If so, the following summary may be affectedand therefore should not be relied upon. Further, any variation or differencesfrom the facts or representations recited herein might, for any reason, affectthe following discussion, perhaps in an adverse manner. In addition, theCompany’s US and Netherlands tax advisers have not undertaken any obligation toupdate this discussion for changes in facts or laws occurring subsequent to thedate hereof.

 

The following summary solely represents the views of the US andNetherlands tax advisers of the Company regarding interpretation of existinglaw and, accordingly, no assurance can be given that the tax authorities orcourts in the US or The Netherlands will agree with this summary.

 

**NetherlandsTaxes**

The following is only a summary of Netherlands tax consequences for anowner of common shares who is not, and is not deemed to be, a resident of TheNetherlands for purpose of the relevant tax codes (a ‘non-residentshareholder’). The summary does not address taxes imposed by The Netherlandsand its political subdivisions, other than the dividend withholding tax,personal income tax, corporate income tax, net wealth tax, and gift andinheritance tax.

 

**NetherlandsDividend Withholding Tax**

To the extent that dividends are distributed by the Company, suchdividends are subject under Netherlands tax law to a 25% withholding tax.Dividends include dividends in cash or in kind, constructive dividends,repayment of paid-in capital not recognized for Netherlands tax purposes and liquidationproceeds in excess of, for Netherlands tax purposes, recognized paid-incapital. Stock dividends are also subject to withholding tax unless distributedout of the Company’s additional paid-in capital as recognized for Netherlandstax purposes.

 

A non-resident shareholder can be eligible for a reduction or a refundof Netherlands dividend withholding tax under a tax treaty which is in effectbetween the country of residence of the shareholder and The Netherlands. TheNetherlands has concluded such treaties with, among others, the US, mostEuropean Union countries, Canada, Switzerland and Japan. Under most of thesetreaties, Netherlands dividend withholding tax is reduced to a rate of 15% orless unless the recipient shareholder has a permanent establishment in TheNetherlands.

 

Under the Tax Treaty of December 18, 1992, between The Netherlands andthe United States, together with the related Protocol (the ‘US Tax Treaty’),Dutch dividend withholding tax may be reduced. Reduction to 15% is possible ifthe dividends are paid by a Dutch company to a resident of the United States(other than an exempt organization or exempt pension trust, as discussedbelow). Reduction to 5% is possible in the case of certain US corporateshareholders who own directly at least 10% of the voting power in the Company(‘qualified shareholding’), provided such shareholder does not have anenterprise or an interest in an enterprise that is, in whole or in part,carried on through a permanent establishment or permanent representative orfixed base in The Netherlands and to which enterprise or part of an enterprisethe shares are attributable. Provided certain formalities have been fulfilled,the US Tax Treaty allows a complete exemption from Dutch withholding tax fordividends received by exempt pension trusts and exempt organizations, asdefined therein.

 

Except in the case of exempt organizations other than pension funds,such reduced dividend 

 

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withholding rate (or exemption from withholding) can be applied at thesource upon payment of dividends (other than dividends stemming from aqualifying shareholding) provided Form IB 92 USA has been properly filed withthe Dutch tax authority in advance of the payment; a copy should be filed withthe US tax authority. If certain conditions are met, one Form IB 92 USA can befiled by all the US shareholders together. Form IB 92 USA is also required fora refund of Dutch dividend withholding tax. Exempt organizations and exemptpension funds which are not able to fulfill the formalities required to claim afull exemption at source remain subject to Dutch dividend withholding tax atthe statutory rate of 25% and are required to properly file Form IB 95 USA andForm IB 96 USA, respectively for a refund of such withholding with the Dutchtax authority; a copy should be filed with the US tax authority. These Formsare available for dividends other than any dividends paid in connection with aqualified shareholding.

 

A person may not claim the benefits of the US Tax Treaty unless (i)such person is a resident of the United States as defined therein and (ii) suchperson’s entitlement to such benefits is not limited by the provisions ofArticle 26 (‘limitation on benefits’) of the US Tax Treaty. Furthermore, areduction of Dutch dividend withholding tax may be refused by the Dutch taxauthorities if so-called ‘dividend stripping’ has occurred. Dividend stripping is assumed if the recipient ofthe dividend is not the beneficial owner of the dividend. If as a result oftransactions the dividend is for the account of another person while anotherperson directly or indirectly remains the beneficial owner, through for examplea deep in the money put option, and the recipient of the dividend is entitled toa greater reduction than the beneficial owner, a reduction will be denied. Inthis scenario, the 25% Dutch dividend withholding tax will not be reduced.

 

No withholding tax applies to the sale or disposition of shares topersons other than the company or companies in which the Company has a director indirect interest and on the sale or disposition of shares other than bypersons holding or deemed to hold a substantial interest in the Company.

 

Under certain conditions, the Company may reduce the remittance of thedividend tax withheld. The reduction applies to the distribution of dividendsreceived relating to shares and profit sharing bonds in a foreign subsidiaryresident in The Netherlands Antilles, Aruba or a treaty country, provided theCompany - together with its Dutch resident affiliated companies - holds aninterest of at least 25% in that subsidiary and provided a withholding tax ofat least 5% was due on the profit distribution. The reduction is the lower of3% of the gross dividend paid by the Company or 3% of the dividends receivedrelating to the mentioned shares and profit sharing bonds received in thecurrent or two previous calendar years. The reduction is a benefit to theCompany itself and may not be distributed without further Dutch dividendwithholding tax on that distribution.

 

**NetherlandsPersonal Income Tax and Corporate Income Tax**

A non-resident shareholder will not be subject to Netherlands personalor corporate income tax with respect to dividends distributed by the Company onthe common shares or with respect to capital gains derived from the sale ordisposal of common shares in the Company, provided:

 

(a) the non-resident shareholder does not carry on a business in TheNetherlands through a permanent establishment or a permanent representative towhich or to whom the common shares are attributable;

 

(b) the non-resident shareholder does not have a direct or indirectsubstantial interest in the share capital of the Company as defined in TheNetherlands tax code or, in the event the non-resident shareholder does havesuch a substantial interest, such interest is a business asset, provided thatsuch business asset is not held by a permanent establishment or permanentrepresentative in The Netherlands; and

 

(c) the non-resident shareholder is not entitled to a share in theprofits of an enterprise effectively managed in The Netherlands other than byway of securities or through an employment contract to which enterprise theshares are attributable.

 

In general terms, to have a substantial interest in the share capitalof the Company the non-resident shareholder must, alone or together withcertain close relatives, hold directly or indirectly 5% or more of thesubscribed capital of any class of shares in the Company, or a right to acquireat least 5% of the issued share capital in any class of shares of the Company.The Netherlands imposes income tax at the rate of 25% on the capital gainrealized upon the sale of shares in a Dutch registered company in which thetaxpayer has a substantial interest and also on dividends received by ataxpayer from a 

 

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Netherlands company in which the taxpayer has a substantial interest.

 

Notwithstanding the above, under most tax treaties, The Netherlands maynot impose tax on capital gains realized upon the sale or disposition of sharesby shareholders entitled to treaty benefits unless certain additionalconditions are met. In particular, under the US Tax Treaty, The Netherlands maynot impose tax on capital gains realized by a shareholder that is a treatybeneficiary unless:

 

• the shareholder alone ortogether with certain relatives owns at least 25% of any class of shares; and

 

• the shareholder has, at anytime during the five year period preceding the disposition, been a resident ofThe Netherlands.

 

**DeemedCapital Net Assets Tax (formerly ‘Net Wealth Tax’)**

As per January 1, 2001, The Netherlands net wealth tax has beenabolished and replaced by a deemed capital net assets tax (i.e.’forfaitairevermogens rendementsheffing’) which is included in Netherlands personal incometax legislation.

 

A non-resident shareholder who is an individual is not subject toNetherlands deemed capital net assets tax with respect to the common shares,provided the non-resident shareholder is not and is not deemed to be entitledto a share in the profits of an enterprise effectively managed in TheNetherlands, other than by way of shares (‘effectenbezit’) or employment.

 

Corporations are not subject to Netherlands deemed capital net assetstax.

 

**NetherlandsGift and Inheritance Tax**

A gift or inheritance of shares from a non-resident shareholder willnot be subject to Netherlands gift and inheritance tax, provided:

 

(a) the non-resident shareholder does not have and is not deemed tohave an enterprise or an interest in an enterprise that is, in whole or inpart, carried on through a permanent establishment, a fixed base or a dependentagent in The Netherlands; and

 

(b) the non-resident shareholder is not and is not deemed to be entitledto a share in the profits of an enterprise effectively managed in TheNetherlands, other than by way of shares (‘effectenbezit’) or employment.

 

For purposes of Netherlands gift and inheritance tax, a Dutch citizenis deemed to be a resident of The Netherlands if he has been a resident thereofat any time during the ten years preceding the date of the gift or death. Forpurposes of Netherlands gift tax, a non-Dutch citizen is deemed to be aresident of The Netherlands if he has resided therein at any time in the twelvemonths preceding the date of the gift. A gift or inheritance of shares from aresident or deemed resident as defined in The Netherlands tax code will besubject to Netherlands gift or inheritance tax. In order to avoid doubletaxation, if the United States also has a taxation right based on its nationaltax law, The Netherlands and the United States have concluded a special taxtreaty for inheritance tax. Based on the treaty, however, both states may beentitled to levy taxes on the estate on the basis of the citizenship andresidency of a person.The treaty provides for a tax credit in such case to begranted, partially by both countries, in order to avoid full double taxation.

 

In December 2002 a lower Dutch tax court ruled that the deemedresidency criterion is in conflict with European tax law. The DutchUnder-Minister of Finance requested the Dutch Supreme Court to re-examine thedecision of the lower court. The outcome of this procedure is expected during2003 or early 2004.

 

**UnitedStates Federal Income Taxes**

The following discussion summarizes the material anticipated US federalincome tax consequences of the acquisition, ownership and disposition of sharesby a US Holder (as defined below). This summary deals only with shares held ascapital assets and does not deal with the tax consequences applicable to allcategories of investors some of which (such as tax-exempt entities, banks,broker-dealers, investors who hold shares as part of hedging or conversiontransactions and investors whose functional currency is not the US dollar) maybe subject to special rules. This summary does not deal with the taxconsequences for US Holders who own at any time directly or indirectly through 

 

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certain related parties 10% or more of the voting stock or nominalpaid-in capital of the Company.

 

The summary does not purport to be a complete analysis or listing ofall the potential tax consequences of holding shares, nor does it purport tofurnish information in same detail or with attention to an investor’s specifictax circumstances that would be provided by an investor’s own tax adviser.Accordingly, prospective purchasers of shares are advised to consult their owntax advisers with respect to their particular circumstances and with respect tothe effects of US federal, state, local, or other laws to which they may besubject.

 

As used herein, the term ‘US Holder’ means a beneficial owner of sharesthat is (i) for United States federal income tax purposes a citizen or residentof the United States, (ii) a corporation or other entity created or organizedin or under the laws of the United States or any political subdivision thereof,or (iii) an estate or trust the income of which is subject to United Statesfederal income taxation regardless of its source.

 

The summary is based on the Internal Revenue Code of 1986, as amended(the ‘Code’), judicial decisions, administrative pronouncements, and existingand proposed Treasury regulations, changes to any of which after the date ofthis Annual Report on Form 20-F could apply on a retroactive basis and affectthe tax consequences described herein.

 

**Taxationof Dividends**

For US federal income tax purposes, the gross amount of distributions(including any withholding tax thereon) made by the Company out of its currentor accumulated earnings and profits (as determined under US federal income taxprinciples) will be included in the gross income of a direct US Holder asforeign source dividend income on the date of receipt but will not be eligiblefor the dividends received deduction generally allowed to US corporations.Distributions in excess of the earnings and profits of the Company will betreated, for US federal income tax purposes, first as a nontaxable return ofcapital to the extent of the US Holder’s basis in the shares (therebyincreasing the amount of any gain and decreasing the amount of any lossrealized on the subsequent disposition of such shares) and then as a gain fromthe sale or exchange of the shares.The amount of any dividend paid in euro willbe equal to the US dollar value of the euro on the date of receipt regardlessof whether the US Holder converts the payment into US dollars. Gain or loss, ifany, recognized by a US Holder resulting from currency exchange fluctuationsduring the period from the date the dividend is includable to the date suchpayment is converted into US dollars and any exchange gain or loss will beordinary income or loss.

 

**ForeignTax Credits**

US Holders will generally be entitled to claim a credit against theirUnited States federal income tax liability for the amount of Netherlandsdividend withholding tax imposed on dividends paid to US Holders. See‘Netherlands Taxes - Netherlands Dividend Withholding Tax’ above. US Holderswho are entitled to the benefits of a reduced rate of Netherlands dividendwithholding tax under the US Tax Treaty will be allowed a credit for only theamount of withholding tax provided for under the US Tax Treaty (i.e. 15%).However, the full amount of the dividend, including any withheld amounts inexcess of 15%, will be subject to current United States federal income taxationwhether or not such Holder obtained a refund of the excess amount withheld. TheUS Holder is also entitled to a US foreign tax credit for Dutch corporate taxesassessed on the earnings and profits that are distributed. To the extent thatDutch corporate income tax has reduced the accumulated earnings and profits(i.e. the taxes have been paid or at least accrued with an assessment), thesetaxes accompany the dividend at the same pro-rata percentage as the dividend tothe accumulated earnings and profits. The dividend income against which US taxis assessed must be grossed up by the amount of Dutch taxes to be claimed as acredit in order to reverse the effect of the reduction to taxable earnings andprofits. The amount of the credit for Netherlands income tax in accordance withthe US Tax Treaty will be subject to limitations contained in the foreign taxcredit provisions of the Code. In the event the Company pays a dividend to a USHolder out of the earnings of its non-Dutch subsidiary, however, it is possiblethat under certain circumstances such US Holder would not be entitled to claima credit for a portion of any Dutch taxes withheld by the Company from suchdividend. The portion of Dutch withholding tax that may not be creditable inthis instance equals a maximum of 3% of the gross amount of such dividend (or20% of the Dutch taxes withheld in the case of a US Holder entitled to claim a15% withholding rate under the US Tax Treaty). This limitation could onlypotentially apply under circumstances where the Company pays dividends on theshares.

 

Depending on the particular circumstances of the US Holder, dividendsaccrued from shares will 

 

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generally be classified, for foreign tax credit purposes, as passiveincome or financial services income. A US Holder who finds it more advantageousbecause of such limitations, to claim The Netherlands dividend withholding taxas a deduction instead of a credit may do so, but only for a year for whichsuch Holder does not claim a credit for any foreign taxes. If the US Holder isa US partnership, trust, or estate, any tax credit is available only to theextent that the income derived by such partnership, trusts, or estate issubject to US tax on the income of a resident either in its hands or in thehands of its partners or beneficiaries, as the case may be.

 

**Taxationon Sale or Disposition of Shares**

US Holders will recognize capital gain or loss for US federal incometax purposes on the sale or other disposition of shares in an amount equal tothe difference between the US dollar value of the amount realized and the USHolder’s adjusted tax basis in the shares. In general, a US Holder’s adjustedtax basis in the shares will be equal to the amount paid by the US Holder forsuch shares. For shares held less than a year, any such gain or loss willgenerally be treated as short-term gain or loss and taxed as ordinary gain orloss. If the shares have been held for more than a year, any such gain or losswill generally be treated as long-term capital gain or loss. Rates of tax onlong-term capital gains vary depending on the holding period. US Holders areadvised to consult a competent tax adviser regarding applicable capital gainstax provisions and sourcing of capital gains and losses for foreign tax creditpurposes.

 

**Gift andEstate Tax**

An individual US Holder may be subject to US gift and estate taxes onshares in the same manner and to the same extent as on other types of personalproperty.

 

**BackupWithholding and Information Reporting**

Payments in respect of the shares may be subject to informationreporting to the US Internal Revenue Service and to a 31% US backup withholdingtax. Backup withholding generally will not apply, however, to a Holder whofurnishes a correct taxpayer identification number or certificate of foreignstatus and makes any other required certification or who is otherwise exemptfrom backup withholding. Generally, a US Holder will provide such certificationon Form W-9 (Request for Taxpayer Identification Number and Certification) anda non-US Holder will provide such certification on Form W-8 (Certificate ofForeign Status).

 

**PassiveForeign Investment Companies**

The Company may be classified as a ‘passive foreign investment company’(‘PFIC’) for US federal income tax purposes if certain tests are met. TheCompany is a PFIC for US tax purposes for a US Holder if for any taxable yearin which the US Holder held the Company’s shares, either (i) 75% or more of thegross income of the Company for the taxable year is passive income or (ii)assets which are held for the production of passive income are at least 50% ofthe average fair market value of all of the Company’s assets for such year.Passive income means, in general, dividends, interest, royalties, rents (otherthan rents and royalties derived in the active conduct of a trade or businessand not derived from a related person), annuities, and gains from assets thatwould produce such income. For the purpose of the PFIC tests, if a foreigncorporation owns directly or indirectly at least 25% by value of the stock ofanother corporation, it is treated as owning its proportionate share of theassets of the other corporation as if it had received directly itsproportionate share of the income of such other corporation. The effect of thisspecial provision with respect to the income and assets tests described abovewill be to treat a company as owning directly its proportionate share of theassets of the subsidiaries and of receiving directly its proportionate share ofeach of those companies’ income, if any, so long as the Company owns, directlyor indirectly, at least 25% of the value of the particular Company’s stock.Accordingly, active business income of the Company’s subsidiaries will betreated as active rather than passive business income of the Company.

 

If the Company were to be classified as a PFIC, a US Holder would besubject to various adverse US tax consequences. Such adverse consequencesinclude an interest charge on taxes deemed deferred upon receipt of certain‘excess’ dividend distributions from the Company by the US Holder and onrealization of gain on disposition of any of the US Holder’s common shares (allof which distributions and gains would be taxable as ordinary income).Alternatively, if a US Holder were to so elect, and the Company were to agreeto comply with certain reporting requirements, such US Holder would becurrently taxed on the US Holder’s pro rata share of the Company’s ordinaryearnings and profits and long-term capital gains for each year (at ordinaryincome or capital gains rates, respectively), even if no dividend distributionswere received. Based on the nature of the Company’s expected income and assets,management believes that the Company was not a PFIC during 2002 

 

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and does not expect the Company to be classified as a PFIC in theforeseeable future.

 

**ForeignPersonal Holding Companies**

The Company or any of its non-US subsidiaries may be classified as a‘foreign personal holding company’ (‘FPHC’) if in any taxable year five orfewer persons who are US citizens or residents own (directly or constructivelyafter the application of certain attribution rules) more than 50% of theCompany’s stock (a ‘US Group’) and more than 60% of the gross income of theCompany or of any subsidiary consists of passive income for purposes of theFPHC rules. There is a look-through rule for dividends and interest receivedfrom related persons. Accordingly, dividends and interest received by theCompany from its subsidiaries will be re-characterized based on the income ofthe subsidiaries.

 

If the Company or any of its subsidiaries is or becomes a FPHC, each USHolder of the Company (including a US corporation) who held stock in theCompany on the last day of the taxable year of the Company, or, if earlier, thelast day of its taxable year in which a US Group existed with respect to theCompany, is required to include in gross income as a dividend suchshareholder’s pro rata portion of the undistributed FPHC income of the Companyor the subsidiary, even if no cash dividend was actually paid. In this case, ifthe Company is a FPHC, a US Holder is entitled to increase its tax basis in theshares of the Company by the amount of a deemed dividend from the Company. If asubsidiary of the Company is a FPHC, a US Holder in the Company should beafforded similar relief, although the law is unclear as to the form of therelief.

 

Although the Company believes no US Group exists, the Company can giveno assurance that a US Group will not exist at some time in the future and thatthe Company will not be treated as a FPHC. Moreover, the Company can give noassurance that it will have timely knowledge of the formation of a US Group. Inthis regard, the Company assumes no obligation to make disclosure with respectto such status.

 

If the Company were to become a FPHC, a US person who acquires sharesfrom a deceased shareholder would be denied the step-up of tax basis of suchshares to fair market value on the deceased’s date of death which otherwisewould have been available and instead would have a tax basis equal to the lowerof fair market value or the deceased shareholder’s basis.

 

As noted above, certain US tax consequences depend on the compositionof the income of the Company and its subsidiaries. The tax law is not entirelyclear as to the proper classification of all relevant types of income which theCompany and its subsidiaries may realize. Accordingly, there can be noassurance that management’s expectations described in the preceding sectionwill be met.

 

**Documentson Display**

 

The Company is subject to the informational requirements of theSecurities Exchange Act of 1934, as amended. In accordance with theserequirements, the Company files reports and other information with the UnitedStates Securities and Exchange Commission (‘SEC’). These materials may beinspected at the Company’s office in Vianen, The Netherlands. The Company’sInvestor Relations Department may be reached at +31 347 353 650. Documentsfiled with the SEC may also be read and copied at the SEC’s public referenceroom at Room 1024, Judiciary Plaza Building, 450 Fifth Street N.W., Washington,D.C. 20549 and at the regional offices of the SEC located at 500 West MadisonStreet, Suite 1400, Chicago, IL 60661. Please call theSEC at 1-800-SEC-0330 for further information on the public referencerooms.  The SEC also maintains a website at http://www.sec.gov that contains reports, proxy statements and otherinformation regarding registrants that file electronically with the SEC.

 

Item 11

**Quantitativeand Qualitative Disclosure about Market Risk**

 

The Company’s market exposure is primarily interest rate risk onshort-term borrowings and, to a limited extent, foreign currency exposure onoperational transactions. The Company has no formal risk management policy toreduce potential negative earnings effects from changes in interest and foreignexchange rates. The Company does not use financial instruments for hedging,trading or other speculative purposes.

 

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**InterestRate Risk**

At December 31, 2002 the Company had no short-term borrowingsoutstanding. At December 31, 2002 the Company had an EUR 344,000 interestbearing loan outstanding from Nationale Nederlanden, a Dutch pension company.Interest on this loan accrues at a variable rate of interest, currently 4% peryear.  An immediate 10% change ininterest rates would not have a material effect on the Company’s results ofoperations over the next fiscal year.

 

**Foreigncurrency exchange rate risk**

The Company has no material exposure to foreign currency exchange raterisk as both its revenues and expenses are mainly denominated in euro. Inaddition, no significant firmly committed sales or purchase contracts inforeign currencies are outstanding.

 

No foreign currency denominated debts are outstanding. As aconsequence, management believes that a 10% hypothetical adverse movement inforeign currency rates will not have a significant effect on the Company’sconsolidated financial position and results of operations over the next fiscalyear.

 

Item 12

**Descriptionof Securities Other than Equity Securities**

Not applicable.

 

Part II

 

Item 13

**Defaults,Dividend Arrearages and Delinquencies**

Not applicable.

 

Item 14

**MaterialModifications to the Right of Security Holders and Use of Proceeds**

Not applicable.

 

Item 15

**Controlsand Procedures**

Based on their evaluation of the Company’s disclosure controls andprocedures (as defined in Rules 13a-14(c) and 15d-14(c) under the SecuritiesExchange Act of 1934) as of a date within 90 days of the filing date of thisAnnual Report on Form 20-F, the Company’s chief executive officer and chieffinancial officer have concluded that the Company’s disclosure controls andprocedures are designed to ensure that information required to be disclosed bythe Company in the reports that it files or submits under the Exchange Act isrecorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms and are operating in an effective manner. 

 

There were no significant changes in the Company’s internal controls orin other factors that could significantly affect these controls subsequent tothe date of their most recent evaluation.

 

Item 16

[Reserved]

 

Part III

 

Item 17

**Financial Statements**

Not applicable.

 

46

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Item 18

**Financial Statements**

See Exhibits.

 

Item 19

**Exhibits**

 

The Consolidated Financial Statements filed as part of this reportappear on pages F-1 through F-21 and are included herein by reference. AnEnglish translation of the Company’s Articles of Association, as amended onAugust 1, 2001, is attached hereto as an exhibit and is included herein byreference.

 

**Signatures**

The registrant hereby certifies that it meets all of the requirementsfor filing on Form 20-F and that it has duly caused and authorized theundersigned to sign this Annual Report on its behalf.

 

May 28, 2003

Vianen,The Netherlands

Triple P N.V.

 

 
| By                      |
|-------------------------|
| /s/ R.E. Pijselman      |   |
| Chief Executive Officer |
|                    |
|                    |
| By                      |
| /s/ M.P.J. van den Oord |   |
| Chief Financial Officer |
|                         |  |  |

 

47

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### ***CERTIFICATIONS***

 

I,Robert Pijselman, certify that:

 

1.I have reviewed this annual report on Form 20-F of Triple P N.V.;

 

2.Based on my knowledge, this annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this annual report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report;

 

4.The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a.               designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

b.              evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this annual report (the “Evaluation Date”); and

c.               presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

a.               all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and have identifiedfor the registrant’s auditors any material weaknesses in internal controls; and

b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.The registrant’s other certifying officers and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 

Date: May 28, 2003

 
|   | /s/  R.E. Pijselman |   |
|--------|--------------------------|--------|
|   | R.E. Pijselman           |
|   | Chief Executive Officer  |

 

48

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I,Peter van den Oord, certify that:

 

1.I have reviewed this annual report on Form 20-F of Triple P N.V.;

 

2.Based on my knowledge, this annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this annual report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report;

 

4.The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a.               designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

b.              evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this annual report (the “Evaluation Date”); and

c.               presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.The registrant’s other certifying officers and I have disclosed, based on ourmost recent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

a.               all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.The registrant’s other certifying officers and I have indicated in this annualreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 

Date: May 28, 2003

 
|   | /s/ M.P. J. van den Oord |   |
|--------|--------------------------|--------|
|   | M.P.J. van den Oord      |
|   | Chief Financial Officer  |

 

49

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**ExhibitIndex**

 
| Exhibit 1    |   | Articles of Association, as amended                                                                                                                                       |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                      |
| Exhibit 8    |   | Subsidiaries                                                                                                                                                              |
|         |   |                                                                                                                                                                      |
| Exhibit 10.1 |   | Triple P N.V. Consolidated Financial Statements                                                                                                                           |
|         |   |                                                                                                                                                                      |
| Exhibit 10.2 |   | Certification by the Registrant’s Chief Executive  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 |
|         |   |                                                                                                                                                                      |
| Exhibit 10.3 |   | Certification by the Registrant’s Chief Financial  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 |

 

50

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