As filed with the Securities and Exchange Commission on August 25, 2004
Registration No. 333-114232
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STATS ChipPAC Ltd.
(Exact name of Registrant as specified in its charter)
Republic of Singapore Not Applicable
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
10 Ang Mo Kio Street 65
#05-17/20 TechPoint
Singapore 569069
(Address of Principal Executive Offices)
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STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan
STATS ChipPAC Ltd. Substitute Equity Incentive Plan
(Full title of the Plans)
STATS ChipPAC Test Services, Inc.
1450 McCandless Drive
Milpitas, California 95035
(408) 941-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Michael J. Coleman, Esq.
Shearman & Sterling LLP
1080 Marsh Road
Menlo Park, CA 94025
Tel: (650) 838-3600
This Post-Effective Amendment No. 1 on Form S-8 to Form F-4 Registration
Statement relates to 80.2 million ordinary shares, par value S$0.25 per share
(the "Ordinary Shares"), of STATS ChipPAC Ltd. (the "Registrant"). Such Ordinary
Shares are deliverable to holders of substitute options (the "Substitute
Options") that were granted in substitution for options to purchase shares of
Class A common stock, par value $0.01 per share, of ChipPAC, Inc. ("ChipPAC")
that were outstanding as of the date immediately prior to the closing of the
merger of ChipPAC with and into ST Assembly Test Services Ltd, the name of the
Registrant prior to the effective time of the merger, which became effective on
August 4, 2004. These Ordinary Shares were originally registered on the
Registrant's Registration Statement on Form F-4, to which this is an amendment;
accordingly, the registration fee in respect to such Ordinary Shares was paid at
the time of the original filing of the Registration Statement relating to such
Ordinary Shares.
Explanatory Note
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STATS ChipPAC Ltd., which was known as ST Assembly Test Services Ltd prior
to the Merger (as hereinafter defined), a Singapore public company limited by
shares (the "Registrant"), hereby amends its Registration Statement on Form F-4
(Registration No. 333-114232) by filing this Post-Effective Amendment No. 1 on
Form S-8 (the "Registration Statement") relating to the sale of up to 80.2
million ordinary shares, par value S$0.25 per share, of the Registrant (the
"Ordinary Shares").
On August 4, 2004, Camelot Merger, Inc. ("Camelot"), a Delaware corporation
and a wholly owned subsidiary of the Registrant, merged (the "Merger") with and
into ChipPAC, Inc., a Delaware corporation ("ChipPAC"), pursuant to the
Agreement and Plan of Merger and Reorganization, dated as of February 10, 2004
(the "Merger Agreement"), among the Registrant, Camelot and ChipPAC. Pursuant to
the Merger Agreement, the Registrant granted substitute options (the "Substitute
Options") to holders of outstanding options to purchase shares of Class A common
stock (the "ChipPAC Common Stock") of ChipPAC (the "ChipPAC Options"), whether
or not vested, that were unexercised as of immediately prior to the closing of
the transactions contemplated by the Merger Agreement. The Substitute Options
are exercisable for Ordinary Shares based on an exchange ratio equal of 8.7
Ordinary Shares for each share of ChipPAC Common Stock and at a per Ordinary
Share exercise price equal to the exercise price applicable to the ChipPAC
Option, divided by 8.7, the exchange ratio.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or furnished to
the Securities and Exchange Commission (the "Commission") by the
Registrant are incorporated as of their respective dates in this
Registration Statement by reference and made a part hereof:
(a) Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2003 (File No. 333-75080);
(b) Reports of Foreign Private Issuer on Form 6-K dated August 6,
2004, August 4, 2004 (containing the press release announcing the
completion of the merger between ST Assembly Test Services Ltd
and ChipPAC, Inc.), May 18, 2004 and April 7, 2004; and
(c) Description of the Ordinary Shares contained in the Registrant's
Registration Statement on Form 8-A (File No. 000-29103), filed on
January 24, 2000, which incorporates by reference the information
with respect to the Ordinary Shares and ADSs set forth under the
headings "Description of Share Capital," "Description of American
Depositary Receipts" and "Taxation" in the Registrant's
Registration Statement on Form F-1, as amended (Registration No.
333-93661), as amended by the information with respect to the
Ordinary Shares and ADSs set forth under the headings
"Description of STATS Ordinary Shares" and "Description of STATS
American Depositary Receipts" in the Registrant's Registration
Statement on Form F-4, as amended (Registration No. 333-114232),
and any subsequent amendment or report filed for the purpose of
amending the descriptions of the Ordinary Shares and ADSs.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act (the "Securities Act"), and the "Note" to
Part I of Form S-8.
to the effective date of this Registration Statement, but prior to the
filing of a post-effective amendment to this Registration Statement,
indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as
so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Association provide that, subject to the
Companies Act, Chapter 50 of Singapore, all of the Registrant's directors,
secretaries and other officers shall be indemnified by the Registrant against
all costs, charges, losses, expenses and liabilities incurred by them in the
execution and discharge of their duties or in relation thereto, including any
liabilities incurred by them in defending any proceedings, civil or criminal,
which relate to anything done or omitted or alleged to have been done or omitted
by them as a director, secretary or other officer of the Registrant. The
Registrant's Articles of Association further provide that none of the
Registrant's directors, secretaries or other officers shall be liable:
o for the acts, receipts, neglects or defaults of any other
director or officer;
o for joining in any receipt or other act for conformity;
o for any loss or expense happening to the Registrant through the
insufficiency or deficiency of title to any property acquired by
order of the Registrant's directors for or on behalf of the
Registrant;
o for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Registrant shall be invested;
o for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or
effects shall be deposited or left; or
o for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of their office or in
relation thereto unless the same shall happen through their own
negligence, willful default, breach of duty or breach of trust.
The indemnification provisions in the Registrant's Articles of
Association provide for indemnification of the Registrant's officers and
directors to the maximum extent permitted under the Singapore Companies Act
(Chapter 50) of Singapore.
The Registrant maintains directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers,
affiliates or employees for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See attached Exhibit list.
Item 9. Undertakings.
(a) 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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Item
8.A of Form 20-F at the start of any delayed offering or
throughout a continuous offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report filed on Form 20-F pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Republic of Singapore, on the 24th day of August, 2004.
STATS CHIPPAC LTD.
By: /s/ Tan Lay Koon
-------------------------------------
Name: Tan Lay Koon
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tan Lay Koon, President and Chief
Executive Officer, and Michael G. Potter, Chief Financial Officer, as such
person's true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments and supplements) to this Registration
Statement and to sign any registration statement for the same offering covered
by this Registration Statement that is 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 and all
documents in connection therewith, with the Commission, does hereby grant unto
each said attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any substitute therefor, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which together shall
constitute one and the same agreement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated as of the 24th day of August, 2004.
Name Title
------------------------------- ----------------------------------
------------------------------- Chairman of the Board of Directors
Charles Richard Wofford
------------------------------- Vice Chairman of the Board of
Dennis P. McKenna Directors
------------------------------- Deputy Chairman of the Board of
Lim Ming Seong Directors
/s/ Tan Lay Koon
------------------------------- President and Chief Executive
Tan Lay Koon Officer, Director
/s/ Peter Seah Lim Huat
------------------------------- Director
Peter Seah Lim Huat
Name Title
------------------------------- ----------------------------------
/s/ Robert W. Conn
------------------------------- Director
Robert W. Conn
/s/ Tay Siew Choon
------------------------------- Director
Tay Siew Choon
/s/ R. Douglas Norby
------------------------------- Director
R. Douglas Norby
/s/ Steven Hugh Hamblin
------------------------------- Director
Steven Hugh Hamblin
/s/ Chong Sup Park
------------------------------- Director
Chong Sup Park
------------------------------- Director
Richard John Agnich
------------------------------- Alternate Director
Eleana Tan Ai Ching
/s/ Michael G. Potter
------------------------------- Chief Financial Officer
Michael G. Potter and Principal Accounting Officer
STATS CHIPPAC TEST SERVICES, INC. Authorized Representative in the
United States
By: /s/ Tan Lay Koon
--------------------------
Name: Tan Lay Koon
Title: Director
INDEX TO EXHIBITS
Exhibit Number Description
4.1 Agreement and Plan of Merger and Reorganization, dated as of
February 10, 2004, among ST Assembly Test Services Ltd.,
ChipPAC, Inc. and Camelot Merger, Inc. (previously filed as
Annex A to Amendment No. 4 to the Registrant's Registration
Statement on Form F-4 (Registration No. 333-114232) on July 2,
2004 and incorporated herein by reference)
4.2 Memorandum and Articles of Association of the Registrant
(previously filed as Exhibit 1.1 to the Annual Report on Form
20-F for the fiscal year ended December 31, 2002, as filed with
the Commission on March 31, 2003 and incorporated herein by
reference)
4.3 Deposit Agreement dated as of February 8, 2000 by and among the
Registrant, Citibank, N.A., as depositary, and all owners and
beneficial owners from time to time of American Depositary
Receipts issued thereunder (including the form of American
Depositary Receipt) (previously filed as Exhibit (a) to the
Registrant's Registration Statement on Form F-6, dated June 25,
2004 (Registration No. 333-116884), and incorporated herein by
reference)
4.4* STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan
4.5* STATS ChipPAC Ltd. Substitute Equity Incentive Plan
5.1* Opinion of Allen & Gledhill, Counsel to the Registrant,
regarding the legality of the Ordinary Shares
23.1* Consent of KPMG, Independent Registered Public Accounting Firm
23.2* Consent of Allen & Gledhill (included in opinion filed as
Exhibit 5.1)
24.1* Powers of attorney (included on signature pages)
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* Filed herewith.