As filed with the Securities and Exchange Commission on June 26, 2008
Registration No. 333-05516
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASE TEST LIMITED
(Exact name of registrant as specified in its charter)
| | | |
| Republic of Singapore | | N/A |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
10 West Fifth Street
Nantze Export Processing Zone
Kaohsiung, Taiwan
Republic of China
(Address of principal executive offices)
1996 Option Plan
and
1996 Director/Management Option Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer x |
Non-Accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-8 (No. 333-05516) (the “Registration Statement”) filed by ASE Test Limited ( “ASE Test”) with the Securities and Exchange Commission (the “SEC”) on September 6, 1996, registering 2,875,000 shares of ASE Test ordinary shares (“ASE Test Ordinary Shares”) to be issued pursuant to ASE Test’s 1996 Option Plans.
On September 4, 2007, Advanced Semiconductor Engineering, Inc. (“ASE Inc.”) and ASE Test entered into an agreement pursuant to which ASE Inc. agreed to acquire the ordinary shares of ASE Test by way of a scheme of arrangement under Singapore law (the “Scheme”). The Scheme became effective on May 30, 2008, and payments for the acquisition of the ordinary shares of ASE Test were made on or about June 5, 2008 and June 6, 2008, in accordance with the Singapore law requirement that payments be made within 10 calendar days after the effective date of the Scheme. Immediately prior to the effectiveness of the Scheme, ASE Inc. owned approximately 50.3% of the outstanding ordinary shares of ASE Test. As a result of the Scheme, ASE Test became an indirect wholly owned subsidiary of ASE Inc.
In accordance with the undertaking made by ASE Test in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, ASE Test hereby removes from registration all securities of ASE Test registered under the Registration Statement which remain unsold as of the date of this Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ASE Test, the registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, Republic of China, on June 26, 2008.
| | | | | |
| | ASE Test Limited | |
| | By: | /s/ Kenneth S. Hsiang | |
| | | Name: | Kenneth S. Hsiang | |
| | | Title: | Chief Financial Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ Jason C.S. Chang Jason C.S. Chang | | Chairman, Chief Executive Officer and Director (principal executive officer) | | June 26, 2008 |
/s/ Richard H.P. Chang Richard H.P. Chang | | Vice Chairman and Director | | |
/s/ Raymond Lo Raymond Lo | | President and Director | | |
/s/ Kenneth S. Hsiang Kenneth S. Hsiang | | Chief Financial Officer (principal financial officer and principal accounting officer) | | |
/s/ Joseph Tung Joseph Tung | | Director | | |
/s/ Jeffrey Chen Jeffrey Chen | | Director | | |
/s/ Freddie Liu Freddie Liu | | Director | | |
/s/ Chin Ko-Chien Chin Ko-Chien | | Director | | |
/s/ Alan Cheng Alan Cheng | | Director | | |
/s/ Sim Guan Seng Sim Guan Seng | | Director | | |
/s/ Albert C.S. Yu Albert C.S. Yu | | Director | | |
/s/ David D.H. Tsang David D.H. Tsang | | Director | | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative of ASE Test, the registrant, in the United States has signed this Post-Effective Amendment No. 1 to the Registration Statement in Newark, Delaware, on June 26, 2008.
| | | | | |
| | PUGLISI & ASSOCIATES | |
| | By: | /s/ Donald Puglisi | |
| | | Name: | Donald Puglisi | |
| | | Title: | Managing Director | |
| |
