SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF FEBRUARY 2008
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
11, Euljiro2-ga, Jung-gu
Seoul 100-999, Korea
Seoul 100-999, Korea
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-Fþ Form 40-Fo
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___
Note:Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___
Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yeso Noþ
If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-___
RESOLUTION TO CALL
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of SK Telecom Co., Ltd. (the “Company”) has resolved to call the Annual General Meeting of Shareholders, to be held at the following time and place and the agenda of which shall be as follows:
1. Date / Time | Friday, March 14th, 2008 09:00 AM (Local time) | |||||||
2. Place | SK Telecom Boramae Building, 729-1, Bongcheon 1-dong, | |||||||
Gwanak-gu, Seoul, Korea | ||||||||
3. Agenda | 1. | Approval of Financial Statements for the 24th Fiscal Year | ||||||
2. | Amendment to Articles of Incorporation | |||||||
3. | Approval of Ceiling Amount of the Remuneration for Directors | |||||||
4. | Approval of the Appointment of Directors : | |||||||
4.1 | Election of Directors | |||||||
4.2 | Election of Independent Non-Executive Directors | |||||||
4.3 | Election of Independent Non-Executive Director who will be a member of the Audit Committee | |||||||
4. Date of the resolution by the Board of Directors | February 19, 2008 | |||||||
- | Attendance of external directors | Present | 6 | |||||
Absent | 2 | |||||||
5. Other Noteworthy Matters | The Audit Committee is comprised entirely of independent non-executive directors, all four of whom were present for this meeting of the Board of directors. |
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Documents relating to the Annual Meeting of Shareholders
1. Approval of Financial Statements.
(1) Balance Sheet
As of December 31, 2007
As of December 31, 2006
As of December 31, 2006
(in thousands of Won)
Item | 2007 | 2006 | ||||||
Current Assets | 4,094,058,627 | 4,189,325,307 | ||||||
- Quick Assets | 4,075,377,644 | 4,172,886,658 | ||||||
- Inventories | 18,680,983 | 16,438,649 | ||||||
Fixed Assets | 14,048,990,238 | 11,624,728,019 | ||||||
- Investment Assets | 5,950,584,693 | 3,547,942,060 | ||||||
- Tangible Assets | 4,594,412,996 | 4,418,111,761 | ||||||
- Intangible Assets | 3,174,941,520 | 3,405,158,631 | ||||||
- Other non-current assets | 329,051,029 | 253,515,567 | ||||||
Total Assets | 18,143,048,865 | 15,814,053,326 | ||||||
Current Liability | 2,484,547,650 | 2,985,619,649 | ||||||
Fixed Liability | 4,221,015,994 | 3,522,006,033 | ||||||
Total Liability | 6,705,563,644 | 6,507,625,682 | ||||||
Capital Stock | 44,639,473 | 44,639,473 | ||||||
Capital Surplus | 2,939,352,794 | 2,962,698,779 | ||||||
Retained Earnings | 8,905,864,697 | 7,844,753,051 | ||||||
Capital Adjustments | (2,041,577,556 | ) | (2,019,567,866 | ) | ||||
Accumulated other comprehensive gains and losses | 1,589,205,813 | 473,904,207 | ||||||
Total Capital | 11,437,485,221 | 9,306,427,644 | ||||||
Total Capital and Liabilities | 18,143,048,865 | 15,814,053,326 |
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(2) Statement of Profit and Loss
From January 1, 2007 to December 31, 2007
From January 1, 2006 to December 31, 2006
From January 1, 2006 to December 31, 2006
(in thousands of Won )
Item | 2007 | 2006 | ||||||
Operating Revenue | 11,285,900,130 | 10,650,952,431 | ||||||
Operating Expenses | 9,114,357,241 | 8,066,582,847 | ||||||
1. Wages | 379,537,717 | 358,225,595 | ||||||
2. Severance Allowances | 30,346,097 | 37,921,155 | ||||||
3. Employee Benefits | 86,343,003 | 55,734,927 | ||||||
4. Communication Expenses | 60,600,367 | 49,330,018 | ||||||
5. Utility Expenses | 99,766,979 | 92,450,447 | ||||||
6. Taxes & Dues | 32,557,444 | 91,902,424 | ||||||
7. Rent | 207,198,758 | 193,877,234 | ||||||
8. Commissions Paid | 4,035,757,184 | 3,316,551,041 | ||||||
9. Depreciation | 1,723,017,049 | 1,513,092,382 | ||||||
10. Maintenance & Repairs | 161,049,678 | 146,312,103 | ||||||
11. Advertising | 304,194,140 | 300,829,450 | ||||||
12. Training | 39,994,401 | 36,273,953 | ||||||
13. Ordinary Development | 214,795,262 | 211,751,884 | ||||||
14. Bad Debts | 38,608,878 | 52,660,830 | ||||||
15. Leased Lines | 388,795,885 | 395,113,026 | ||||||
16. Frequency Usage Fees | 164,071,959 | 158,958,132 | ||||||
17. Network Interconnection | 998,153,581 | 955,953,882 | ||||||
18. Cost of Goods Sold | 83,584,088 | 39,686,263 | ||||||
19. Others | 65,984,770 | 59,958,101 | ||||||
Operating Income | 2,171,542,889 | 2,584,369,584 | ||||||
Non-operating Income | 851,414,147 | 311,100,477 | ||||||
Non-operating Expenses | 715,171,565 | 873,827,071 | ||||||
Income Before Income Taxes | 2,307,785,471 | 2,021,642,990 | ||||||
Income Taxes | 665,334,153 | 575,045,052 | ||||||
Net Income | 1,642,451,318 | 1,446,597,938 |
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(3) Statement of Profit Surplus Appropriation / Statement of Deficiency Disposition (Draft)
From January 1, 2007 to December 31, 2007
From January 1, 2006 to December 31, 2006
From January 1, 2006 to December 31, 2006
(in thousands of Won)
Item | 2007 | 2006 | ||||||
Retained Earnings Before Appropriations | 1,570,827,720 | 1,165,518,639 | ||||||
1. Retained Earnings Carried Over from Previous Year | 1,043,861 | 1,711,791 | ||||||
2. Profits on Disposition of Treasury Stocks | — | (209,077,433 | ) | |||||
3. Changes to the Retained Earnings of the Companies Accounted in Equity Method | — | — | ||||||
4. Interim Dividends | (72,667,459 | ) | (73,713,657 | ) | ||||
Common Stock Dividends (ratio) | — | — | ||||||
Current Fiscal Year: W1,000 (200%) | — | — | ||||||
Previous Fiscal Year: W1,000 (200%) | — | — | ||||||
5. Current Net Income | 1,642,451,318 | 1,446,597,938 | ||||||
Transfer from Voluntary Reserves | 33,000,000 | 409,197,435 | ||||||
1. Reserve for Research and Manpower Development | — | 188,000,000 | ||||||
2. Reserve for loss on disposal of treasury stock | — | 221,197,435 | ||||||
3. Reserve for finance structure improvement | 33,000,000 | — | ||||||
Appropriations of Retained Earnings | 1,602,711,287 | 1,573,672,213 | ||||||
1. Legal Reserves | — | — | ||||||
2. Appropriated Retained Earnings for Loss on Disposition of Treasury Stock | — | — | ||||||
3. Reserve for Research and Manpower Development | — | 180,000,000 | ||||||
4. Dividend | 609,711,287 | 508,672,213 | ||||||
(1) Cash Dividend | 609,711,287 | 508,672,213 | ||||||
Common Stock Dividend (ratio) | ||||||||
Current Fiscal Year: W8,400 (1,680%) | ||||||||
Previous Fiscal Year: W7,000 (1,400%) | ||||||||
5. Reserve for Business Expansion | 193,000,000 | 885,000,000 | ||||||
6. Reserve for Technology Development | 800,000,000 | — | ||||||
Retained Earnings to be Carried Forward to Next Year | 1,116,433 | 1,043,861 |
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2. Amendment to Articles of Incorporation
The Proposed amendment is as follows:
Current | Amendments (Proposed) | |||||
PREAMBLE | ||||||
<Newly Inserted> | The Company shall preserve long-term profit of its shareholders by securing the survival of business, at a minimum, and continuing to evolve and progress in such a drastically changing business environment. To this end, the Company will establish the Management Perspective as follows and implement it as the basis of management activities. | |||||
[Mission] | ||||||
The Company shall achieve its ultimate goal of sustained progress by maintaining stability and growth. Furthermore, it shall create value for its customers, people and shareholders, thereby contributing to social and economic development and human well-being. | ||||||
[Value] | ||||||
The Company aims to: | ||||||
Ÿ | gain trust from its customers by ensuring consistent customer satisfaction, and ultimately transform itself into a corporate entity whose progress goes hand in hand with theirs. | |||||
Ÿ | create and establish a favorable environment where its people can work voluntarily and willingly, and ensure that all members contribute to the sustained progress during their tenure at the Company. | |||||
Ÿ | upgrade its corporate value so as to create shareholder value, while enhancing the level of both transparency and management efficiency toward this end. | |||||
Ÿ | make every effort to contribute to the welfare of the community by engaging in social/cultural activities in addition to facilitating economic prosperity, and to observe social norms and ethical standards. | |||||
Ÿ | continuously create sufficient profit to enhance the value of stakeholders and finance the Company’s future growth. | |||||
Article 2 Objectives | Article 2 Objectives | |||||
(1) | (Same as current) | (1) | (Same as current) | |||
(2) | In order to achieve the above objectives, the Company carries on the following business 1. ~ 9. (Same as current) 11. Any business or undertaking incidental or conducive to the attainment of the objects above | (2) | In order to achieve the above objectives, the Company carries on the following businesses 1. ~ 10. (Same as current) 11. Electronic financial business 12. Motion picture business(Production, Importation, Distribution, Screening) 13. Any business or undertaking incidental or conducive to the attainment of the objects above | |||
(3) | Omitted | (3) | Omitted | |||
<Newly Inserted> | Addendum (as of March 14, 2008) | |||||
Article 1(Date of Effectiveness) | ||||||
These articles of Incorporation shall take effect as of March 14 2008 |
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3. Approval of Ceiling Amount of the Remuneration for Directors.
(1) Number of directors; total amount and maximum authorized amount of compensation of directors
Classification | Fiscal year ended of 2007 | Fiscal year ended 2008 | ||
Number of directors (Number of independent non-executive directors) | 12 persons (8 persons) | 9 persons (6 persons) | ||
Total amount and maximum authorized amount of compensation of directors | Won 12 billion | Won 12 billion |
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4. Approval of the Appointment of Directors
4.1 Candidate for Directors
Name | Term | Profile | Remarks | |||||
• | President & CEO, SK Telecom (Present) | |||||||
• | President, Korea Association of RFID/USN (Present) | |||||||
• | President, KOREA e-SPORTS Association (Present) | |||||||
• | SVP, Strategic Planning Group, SK Telecom | |||||||
KIM, Shin Bae | 3 years | • | SVP, Head of Strategic Support Group and Office of the Staff to the President, Shinsegi Telecom | Current Director | ||||
• | M.B.A., Wharton School, University of Pennsylvania | |||||||
• | M.S., Industrial Engineering, KAIST | |||||||
• | B.A., Industrial Engineering, Seoul National University | |||||||
• | President and CEO, SK Holdings (Present) | |||||||
• | President, Executive Vice President, Corporate Management Office, SK Corporation | |||||||
• | President, SK Research Institute for SUPEX Management, SK Telecom | |||||||
PARK, Young Ho | 3 years | • | Senior Vice President, MR Business, MRC Business, Marketing Support Division, SK Corporation | New Appointment | ||||
• | POSCO Research Institute (POSRI) | |||||||
• | Korea Institute of Science and Technology | |||||||
• | Completion of Ph.D. Coursework in Economics, University of Chicago | |||||||
• | Master’s Degree in Business Administration, Seoul National University | |||||||
• | Bachelor’s Degree in Economics, Seoul National University |
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4.2 Candidate for Independent Non-Executive Directors
Name | Term | Profile | Remarks | |||||
• | Visiting Professor, Graduate School of Public Admin. Seoul National Univ. (Present) | |||||||
• | Independent Non-Executive Director, Tong Yang Insurance Co. Ltd (Present) | |||||||
• | Non-Standing Director, KOTRA | |||||||
UHM, Rak Yong | 3 years | • | President, Korea Development Bank | New Appointment | ||||
• | Vice Minister, Ministry of Finance and Economy | |||||||
• | Commissioner, Korea Customs Service | |||||||
• | M.A. from Harvard University, Kennedy School of Gov’t. | |||||||
• | B.A. from Seoul National University(Law) | |||||||
• | Professor, Graduate School of Business Administration, Sung Kyun Kwan University (Present) | |||||||
• | Advisor, The Korean-Japanese Economics & Management Association (Present) | |||||||
• | Chief, Asia-Pacific Economics Association (Present) | |||||||
CHUNG, Jay Young | 3 years | • | Director, Korea-U.S. Enterprise Cooperation Foundation (Present) | New Appointment | ||||
• | Vice-President, Sungkyunkwan University | |||||||
• | Independent Non-Executive Director, POSCO | |||||||
• | Doctor of Commerce, School of Commerce, Waseda University | |||||||
• | Master of Commerce, School of Commerce, Waseda University | |||||||
• | Bachelor, Sung Kyun Kwan University(Business Administration) |
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4.3 Candidate for Independent Non-Executive Director who will be a member of the Audit Committee
Name | Term | Profile | Remarks | |||||
• | Professor of Finance, College of Business Administration, Seoul National University, Chartered Financial Analyst (Present) | |||||||
• | Director, Kyung Hee Foundation (Present) | |||||||
• | Visiting Professor, Graduate School of Economics, University of Tokyo | |||||||
• | Managing Director, Seoul National University Foundation | |||||||
CHO, Jae Ho | 3 years | • | Advisory Committee Member, Samsung Securities | New Appointment | ||||
• | Securities Investigation Committee, Financial Supervisory Service | |||||||
• | Ph.D., The Wharton School, University of Pennsylvania | |||||||
• | M.B.A., The Wharton School, University of Pennsylvania | |||||||
• | B.A., College of Business Administration, Seoul National University |
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Forward-Looking Statement Disclaimer
The material above contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. We do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Additional information concerning these and other risk factors are contained in our latest annual report on Form 20-F and in our other filings with the U.S. Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SK Telecom Co., Ltd. | |||||
(Registrant) | |||||
By: /s/ Tae Jin Park | |||||
(Signature) | |||||
Name: | Tae Jin Park | ||||
Title: | Vice President |
Date: February 26, 2008
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