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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 2, 2000
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Date of Report (Date of earliest event reported)
AMKOR TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-29472 23-1722724
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(Commission File No.) (IRS Employer Identification Number)
1345 Enterprise Drive
West Chester, PA 19380
(610) 431-9600
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(Address of Principal Executive Offices)
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(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 2, 2000, Amkor Technology, Inc. ("Amkor"), through a
wholly-owned subsidiary, Amkor Technology Korea, Inc. ("Amkor Korea"), completed
an acquisition of three semiconductor packaging and test facilities, known as
K1, K2 and K3, located in Korea from Anam Semiconductor, Inc. ("ASI"), as
announced in a press release issued on May 2, 2000 (attached hereto as Exhibit
99.1). The acquisition, along with a related equity investment in ASI, is valued
at approximately $1.4 billion and is being funded with a combination of $410
million in private equity capital, $259 million in convertible subordinated
notes, and $750 million in bank debt. K1 is located in Seoul, Korea with
approximately 646,000 square feet of manufacturing space and 3,300 employees. K2
is located in Buchon, Korea with approximately 264,000 square feet of
manufacturing space and 1,800 employees. K3 is located in Bupyung, Korea with
approximately 404,000 square feet of manufacturing space and 1,500 employees.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this Report:
(a) Financial statements of ASI and financial statements of K1, K2 and
K3 prepared pursuant to Rule 3-05 of Regulation S-X.
Incorporated by reference to the Company's definitive Consent
Solicitation Statement filed April 13, 2000 (attached hereto as Exhibit 20.1).
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
Incorporated by reference to the Company's definitive Consent
Solicitation Statement filed April 13, 2000 (attached hereto as Exhibit 20.1).
(c) Exhibits in accordance with Item 601 of Regulation S-K:
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement by and between Amkor Technology Korea, Inc.
and Anam Semiconductor, Inc., dated as of January 14, 2000.
2.2 Amendment to Asset Purchase Agreement by and between Amkor Technology
Korea, Inc. and Anam Semiconductor, Inc., dated as of February 25,
2000.
4.1 Convertible Subordinated Notes Indenture dated as of March 22,
2000 between the Registrant and State Street Bank and Trust
Company, including form of 5% Convertible Subordinated Notes
due 2007.*
4.2 Registration Agreement between the Registrant and the Initial
Purchasers named therein dated as of March 22, 2000.*
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4.3 Stockholder Rights Agreement between the Registrant and the
Purchasers named therein dated as of April 18, 2000.
4.4 Credit Agreement between the Registrant and the Initial Lenders
named therein dated as of April 26, 2000.
20.1 Definitive Consent Solicitation Statement filed April 13, 2000.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Samil Accounting Corporation.
23.3 Consent of Siana Carr & O'Connor, LLP.
23.4 Consent of Ahn Kwon & Co.
99.1 Press release dated May 2, 2000.
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* Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 30, 2000.
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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 hereunto duly authorized.
AMKOR TECHNOLOGY, INC.
By: /s/ KENNETH T. JOYCE
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Kenneth T. Joyce
Chief Financial Officer
Dated: May 12, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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AMKOR TECHNOLOGY, INC.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement by and between Amkor Technology Korea, Inc.
and Anam Semiconductor, Inc., dated as of January 14, 2000.
2.2 Amendment to Asset Purchase Agreement by and between Amkor Technology
Korea, Inc. and Anam Semiconductor, Inc., dated as of February 25,
2000.
4.1 Convertible Subordinated Notes Indenture dated as of March 22,
2000 between the Registrant and State Street Bank and Trust
Company, including form of 5% Convertible Subordinated Notes
due 2007.*
4.2 Registration Agreement between the Registrant and the Initial
Purchasers named therein dated as of March 22, 2000.*
4.3 Stockholder Rights Agreement between the Registrant and the
Purchasers named therein dated as of April 18, 2000.
4.4 Credit Agreement between the Registrant and the Initial Lenders
named therein dated as of April 26, 2000.
20.1 Definitive Consent Solicitation Statement filed April 13, 2000.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Samil Accounting Corporation.
23.3 Consent of Siana Carr & O'Connor, LLP.
23.4 Consent of Ahn Kwon & Co.
99.1 Press release dated May 2, 2000.
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* Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 30, 2000.