AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April , 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMKOR TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 23-1722724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
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(Address of Principal Executive Offices) (Zip Code)
AMKOR TECHNOLOGY, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
AMKOR TECHNOLOGY, INC. 401K PLAN
(Full title of the plans)
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KEVIN HERON, ESQ.
GENERAL COUNSEL
AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
DAVID SEGRE, ESQ.
ROBERT SANCHEZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE (2) PRICE FEE
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Common Stock, $0.001 par value,
To be issued under the Amkor Technology, Inc.
1998 Employee Stock Purchase Plan 1,000,000 shares $ 4.65(3) $ 4,653,750(3) $ 376.49
Common Stock, $0.001 par value,
To be issued under the Amkor Technology, Inc.
401K Plan And interests in such plan 500,000 shares $ 5.48 $ 2,737,500 $ 221.46
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TOTAL 1,500,000 shares $ 597.95
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(1) This Registration Statement shall also cover any additional shares of
Amkor's Common Stock that become issuable under the Amkor Technology, Inc. 1998
Employee Stock Purchase Plan (the "ESPP Plan") or the Amkor Technology, Inc.
401K Plan (the "401K Plan") described herein by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
Amkor's receipt of consideration that results in an increase in the number of
Amkor's outstanding shares of Common Stock. The amount of interests in the 401K
Plan to be registered is indeterminate.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee. This computation is based the average of the high and the low
prices of the Company's Common Stock as reported by the Nasdaq National Market
on April 10, 2003 (the "Market Price").
(3) Based upon 85% of the Market Price (the price at which Common Stock may be
sold to employees pursuant to the terms of the ESPP Plan).
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AMKOR TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Amkor and the 401K Plan file reports, proxy statements and other
information with the Commission, in accordance with the Securities Exchange Act
of 1934. You may read and copy our reports, proxy statements and other
information filed by Amkor and the Plan at the public reference facilities of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information about the public
reference rooms. Our reports, proxy statements and other information filed with
the Commission are available to the public over the Internet at the Commission's
World Wide Web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" into this
registration statement the information we filed with the Commission. This means
that we can disclose important information by referring you to those documents.
The information incorporated by reference is considered to be a part of this
registration statement. Information that we file later with the Commission will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made by Amkor or the 401K Plan
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until this offering is complete:
- Our Annual Report on Form 10-K for the fiscal year ended December 31, 2002
filed on March 27, 2003.
- Our Current Report on Form 8-K filed March 27, 2003 and our Current Report
on Form 8-K filed January 31, 2003.
- The description of our common stock contained in our Registration
Statement on Form 8-A filed under the Exchange Act on October 22, 1997,
including any amendment or report filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"), Amkor's Certificate of Incorporation provides that each person who is
or was or who had agreed to become a director or officer of Amkor or who had
agreed at the request of Amkor's Board of Directors or an officer of Amkor to
serve as an employee or agent of Amkor or as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by Amkor to the full extent permitted by the
DGCL or any other applicable laws. Such Certificate of Incorporation also
provides that no amendment or repeal of such Certificate shall apply to or have
any effect on the right to indemnification permitted or authorized thereunder
for or with respect to claims asserted before or after such amendment or repeal
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal.
Amkor's Bylaws provide that Amkor shall indemnify to the full extent
authorized by law any person made or threatened to be made a party to an action
or a proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he or she was or is
a director, officer or employee of Amkor or any predecessor of Amkor or serves
or served any other enterprise as a director, officer or employee at the request
of Amkor or any predecessor of Amkor.
Amkor has entered into indemnification agreements with its directors and
certain of its officers.
Amkor maintains insurance on behalf of any person who is a director or
officer against any loss arising from any claim asserted against such person and
expense incurred by such person in any such capacity, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amkor Technology, Inc. 1998 Employee Stock Purchase Plan. (1)
4.2 Amkor Technology, Inc. 401K Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
to legality of securities being registered.
5.2 Undertaking re Status of Favorable Determination Letter Covering Amkor
Technology, Inc. 401K Plan.
Amkor has received a favorable determination letter from the Internal
Revenue Service (the "IRS") concerning the qualification of the 401K Plan
under Section 401(a) and related provisions of the Internal Revenue Code
of 1986, as amended. Amkor will submit any future material amendments to
the 401K Plan to the IRS with a request for a favorable determination that
the 401K Plan, as amended, continues to so qualify.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Sycip Gorres Velayo & Co., a member practice of Ernst & Young
Global
23.3 Consent of Sycip Gorres Velayo & Co., a member firm of Arthur Andersen (2)
23.4 Consent of Samil Accounting Corporation
23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
5.1).
24.1 Power of Attorney (see signature page)
(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 filed October 29, 2002 (File No. 333-100814).
(2) The financial statements of Amkor Technology Philippines (P1/P2), Inc. and
Amkor Technology Philippines (P3/P4), Inc., consolidated subsidiaries of
the Registrant, for each of the two years in the period ended December 31,
2001, have been audited by the independent public accountants Sycip Gorres
Velayo & Co., a member firm of Arthur Andersen, (referred to herein as
Arthur Andersen). However, the Registrant has been unable to obtain the
written consent of Arthur Andersen with respect to the incorporation by
reference of such financial statements in this Registrant's Registration
Statement on Form S-8. Therefore, the Registrant has dispensed with the
requirement to file the written consent of Arthur Andersen in reliance
upon Rule 437a of the Securities Act of 1933, as amended. As a result, you
may not be able to recover damages from Arthur Andersen under Section 11
of the Securities Act of 1933, as amended, for any untrue statements of
material fact or any omissions to state a material fact, if any, contained
in the financial statements of the registrant for the aforementioned
financial statements which are incorporated by reference in this
Registration Statement.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's or the 401K Plan's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, we
duly have caused this registration statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of West Chester,
Commonwealth of Pennsylvania on April 17, 2003.
AMKOR TECHNOLOGY, INC.
By: /s/ James J. Kim
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James J. Kim
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Kim and Kenneth T. Joyce, and
each of them, his attorneys-in-fact, each with the power of substitution, for
him and his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this Registration Statement that are to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto in all
documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on April [ ], 2003 in the
capacities indicated.
NAME TITLE DATE
---- ----- ----
/s/ James J. Kim Chief Executive Officer and Chairman April 17, 2003
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James J. Kim
/s/ John N. Boruch President and Director April 17, 2003
---------------------------------------------
John N. Boruch
/s/ Kenneth Joyce Chief Financial Officer April 17, 2003
---------------------------------------------
Kenneth Joyce (Principal Financial and Accounting
Officer)
/s/ Winston J. Churchill Director April 17, 2003
---------------------------------------------
Winston J. Churchill
/s/ Thomas D. George Director April 17, 2003
---------------------------------------------
Thomas D. George
/s/ Gregory K. Hinckley Director April 17, 2003
---------------------------------------------
Gregory K. Hinckley
/s/ John B. Neff Director April 17, 2003
---------------------------------------------
John B. Neff
/s/ Juergen Knorr Director April 17, 2003
---------------------------------------------
Juergen Knorr
/s/ James W. Zug Director April 17, 2003
---------------------------------------------
James W. Zug
THE 401K PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended, we
duly have caused this registration statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of West Chester,
Commonwealth of Pennsylvania on April 17, 2003.
AMKOR TECHNOLOGY, INC. 401K PLAN
By: /s/ Kenneth Joyce
-----------------------------------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Kim and Kenneth T. Joyce, and
each of them, his attorneys-in-fact, each with the power of substitution, for
him and his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this Registration Statement that are to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto in all
documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on April 17, 2003 in the
capacities indicated.
NAME TITLE DATE
---- ----- ----
/s/ James J. Kim Chief Executive Officer and Chairman April 17, 2003
---------------------------------------------
James J. Kim
/s/ John N. Boruch President and Director April 17, 2003
---------------------------------------------
John N. Boruch
/s/ Kenneth Joyce Chief Financial Officer April 17, 2003
---------------------------------------------
Kenneth Joyce (Principal Financial and Accounting
Officer)
/s/ Winston J. Churchill Director April 17, 2003
---------------------------------------------
Winston J. Churchill
/s/ Thomas D. George Director April 17, 2003
---------------------------------------------
Thomas D. George
/s/ Gregory K. Hinckley Director April 17, 2003
---------------------------------------------
Gregory K. Hinckley
/s/ John B. Neff Director April 17, 2003
---------------------------------------------
John B. Neff
/s/ Juergen Knorr Director April 17, 2003
---------------------------------------------
Juergen Knorr
/s/ James W. Zug Director April 17, 2003
---------------------------------------------
James W. Zug
AMKOR TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
4.1 Amkor Technology, Inc. 1998 Employee Stock Purchase Plan. (1)
Amkor Technology, Inc. 401K Plan.
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
to legality of securities being registered.
5.1 Undertaking re Status of Favorable Determination Letter Covering Amkor
Technology, Inc. 401K Plan.
Amkor has received a favorable determination letter from the Internal
Revenue Service (the "IRS") concerning the qualification of the 401K Plan
under Section 401(a) and related provisions of the Internal Revenue Code
of 1986, as amended. Amkor will submit any future material amendments to
the 401K Plan to the IRS with a request for a favorable determination that
the 401K Plan, as amended, continues to so qualify.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Sycip Gorres Velayo & Co., a member practice of Ernst & Young
Global
23.3 Consent of Sycip Gorres Velayo & Co., a member firm of Arthur Andersen (2)
23.4 Consent of Samil Accounting Corporation
23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
5.1).
24.1 Power of Attorney (see signature page).
(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 filed October 29, 2002 (File No. 333-100814).
(2) The financial statements of Amkor Technology Philippines (P1/P2), Inc. and
Amkor Technology Philippines (P3/P4), Inc., consolidated subsidiaries of
the Registrant, for each of the two years in the period ended December 31,
2001, have been audited by the independent public accountants Sycip Gorres
Velayo & Co., a member firm of Arthur Andersen, (referred to herein as
Arthur Andersen). However, the Registrant has been unable to obtain the
written consent of Arthur Andersen with respect to the incorporation by
reference of such financial statements in this Registrant's Registration
Statement on Form S-8. Therefore, the Registrant has dispensed with the
requirement to file the written consent of Arthur Andersen in reliance
upon Rule 437a of the Securities Act of 1933, as amended. As a result, you
may not be able to recover damages from Arthur Andersen under Section 11
of the Securities Act of 1933, as amended, for any untrue statements of
material fact or any omissions to state a material fact, if any, contained
in the financial statements of the registrant for the aforementioned
financial statements which are incorporated by reference in this
Registration Statement.