UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F/A
(AMENDMENT NO. 1)
(Mark One)
[ ] Registration statement pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
or
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 2001
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
Commission file number 333-93661
ST ASSEMBLY TEST SERVICES LTD
(Exact Name of Registrant as Specified in Its Charter)
Republic of Singapore 5 Yishun Street 23, Singapore 768442
(Jurisdiction of Incorporation or Organization) (Address of Principal Executive Offices)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant
to Section 12(g) of the Act:
Ordinary Shares, par value S$0.25 per share, including Ordinary Shares
represented by American Depositary Shares
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close
of the period covered by the annual report.
989,683,485 Ordinary Shares (par value S$0.25 per Ordinary Share) of
Registrant outstanding as of December 31, 2001.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark which financial statement item the registrant has
elected to follow. Item 17 [ ] Item 18 [X]
Table of Contents
Page
Explanatory Note ........................................................ 1
Item 7. Major Shareholders and Related Party Transactions .............. 2
Item 19. Exhibits ....................................................... 4
Signatures .............................................................. 6
Exhibit 4.9 ............................................................. 6
Explanatory Note
This Form 20-F/A for the fiscal year ended December 31, 2001 is being filed
solely to amend Item 7.B. to include the description of a consulting arrangement
between the company and Tan Bock Seng and Item 19 to include and file that
appointment as Exhibit 4.9 in the list of exhibits filed. The information was
inadvertently omitted in the previously filed Form 20-F.
Effective August 1, 2002, the above-mentioned arrangement was terminated by Tan
Bock Seng in accordance with the terms of the appointment. His termination
notice, including a confirmation that he has no further claims against the
company in respect of compensation, was accepted by our company. During the
course of the appointment, Tan Bock Seng received a total of S$465,423
(approximately $261,000 based on the September 20, 2002 noon buying rate in the
City of New York for cable transfers in Singapore dollars as certified for
customs purposes by the Federal Reserve Bank of New York of US$1.00 = S$1.78)
from us as compensation for his services.
In recognition of his services, our controlling shareholder, Singapore
Technologies Pte Ltd, made a payment of S$1.8 million (approximately $1.0
million based on the above-mentioned September 20, 2002 exchange rate) to Tan
Bock Seng in August 2002. This amount will be charged to our income statement as
compensation expense and added to our shareholders' equity as "Additional
Paid-in Capital" as it does not involve any cash outlay by us.
We have no further changes to the previously filed Form 20-F. All information in
this Form 20-F/A is as of February 28, 2002, and does not reflect, unless
otherwise noted, any subsequent information or events other than the change
mentioned above.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
As of January 31, 2002, Singapore Technologies Pte Ltd beneficially owns
approximately 71.9% of our ordinary shares. As of January 31, 2002, Temasek
Holdings (Private) Limited directly owns 78.6% of Singapore Technologies Pte
Ltd. The remaining 21.4% is owned by Singapore Technologies Holdings Pte Ltd,
which is in turn 100% owned by Temasek Holdings (Private) Limited, the principal
holding company through which the corporate investments of the Government of
Singapore are held. As a result, Singapore Technologies Pte Ltd is able to
exercise direct or indirect control over matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions. Matters that typically require shareholder approval include, among
other things:
o the election of directors;
o our merger or consolidation with any other entity;
o any sale of all or substantially all of our assets; and
o the timing and payment of dividends.
The following table sets forth certain information regarding the ownership of
our ordinary shares as of January 31, 2002 by each person who is known by us to
own beneficially more than 5% of our outstanding ordinary shares. Beneficial
ownership is determined in accordance with rules of the U.S. Securities and
Exchange Commission and includes shares over which the indicated beneficial
owner exercises voting and/or investment power or receives the economic benefit
of ownership of such securities. Ordinary shares subject to options currently
exercisable or exercisable within 60 days are deemed outstanding for computing
the percentage ownership of the person holding the options but are not deemed
outstanding for computing the percentage ownership of any other person.
Number of Shares Percentage(2)
Name of Beneficial Owner Beneficially Owned Beneficially Owned
- -------------------------------------------------------------------------------------------------------------------
Singapore Technologies Pte Ltd(1) 511,532,398 51.64 %
Singapore Technologies Semiconductors Pte Ltd(1) 200,695,652 20.26 %
(1) Temasek Holdings (Private) Limited, the principal holding company through
which the corporate investments of the Government of Singapore are held,
owns 78.6% of Singapore Technologies Pte Ltd, and owns 100% of Singapore
Technologies Holdings Pte Ltd, which owns the remaining 21.4% of Singapore
Technologies Pte Ltd which, in turn, owns 100% of Singapore Technologies
Semiconductors Pte Ltd. Temasek Holdings (Private) Limited may therefore be
deemed to beneficially own the shares directly owned by Singapore
Technologies Pte Ltd and Singapore Technologies Semiconductors Pte Ltd.
(2) Based on an aggregate 990,607,105 ordinary shares outstanding as of January
31, 2002.
All our ordinary shares have identical rights in all respects and rank equally
with one another.
2
Our ordinary shares have been traded on the Singapore Exchange Securities
Trading Limited or SGX-ST since January 31, 2000 and our ADSs have been traded
on the Nasdaq National Market or Nasdaq since January 28, 2000.
As of January 31, 2002, 117,000 of our ordinary shares, representing 0.01% of
our outstanding shares, were held by a total of 27 holders of record with
addresses in the United States. As of the same date 725,495 of our ADSs
(representing 7,254,950 ordinary shares), representing 0.73% of our outstanding
shares, were held by a total of 5 registered holders of record with addresses in
the United States. Because many of our ordinary shares and ADRs were held by
brokers and other institutions on behalf of shareholders in street name, we
believe that the number of beneficial holders of our ordinary shares and ADRs is
substantially higher.
On January 31, 2002, the closing price of our ordinary shares on the SGX-ST was
S$2.41 per ordinary share and the closing price of our ADSs on Nasdaq was $13.00
per ADS.
B. Related Party Transactions
We engage in transactions with companies in the Singapore Technologies Group in
the normal course of business. Such transactions are generally entered into on
normal commercial terms. We entered into a turnkey contract with Chartered
Semiconductor for its wafer, sort assembly and test services in March 2000. This
agreement governs the conduct of business between the parties, relating, among
other things, to the sort, assembly and test services which were previously
governed solely by purchase orders executed by Chartered Semiconductor. The
agreement does not contain any firm commitment for Chartered Semiconductor to
purchase or for us to supply services covered thereunder. The agreement is for a
period of three years and will be automatically renewed thereafter unless
certain events occur.
In October 2001, we gave a guarantee on behalf of our subsidiary, STATS, Inc.,
for the lease by STATS Inc. of its office in California in the United States.
The guarantee covers the full performance of each term, covenant and condition
of the lease, including payment of all rent and other sums required to be paid
under the lease.
We lease the land on which our Singapore facility is situated pursuant to a
long-term operating lease from the Housing and Development Board, a statutory
board of the Government of Singapore. The lease is for a 30-year period
commencing March 1, 1996, and is renewable for a further 30 years subject to the
fulfillment of certain conditions. The rent is S$110,745 ($60,490) per month
subject to revision to market rate in March of each year, with the increase
capped at 4% per annum.
In the year ended December 31, 2001, we paid a management fee of $1.1 million to
Singapore Technologies Pte Ltd for various management and corporate services
provided pursuant to the Singapore Technologies Management and Support Services
Agreement entered into on December 1999. Prior to this agreement, these services
were subject to a management fee computed based on certain percentages of
capital employed, sales, manpower and payroll. We believe that our arrangement
with Singapore Technologies Pte Ltd approximates the cost of providing these
services.
Effective January 8, 2002, we appointed Tan Bock Seng as advisor to our Board of
Directors. Under the terms of the appointment, we agreed to pay him a monthly
fee of S$60,000 (approximately $32,000), which we believe to be a commercially
reasonable amount, and to continue to extend to him certain benefits that were
extended to him as our Chief Executive Officer at the time of his retirement on
January 8, 2002. The appointment is for a period of one year subject to renewal
on an annual basis and may be terminated by either party by giving one month's
notice. In the event we terminate the appointment within two years from January
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8, 2002 or if we do not renew the appointment during that period, we will pay
him a fixed sum of S$1.5 million (approximately $811,000). In addition, in the
event the company successfully completes a major acquisition or investment
during the term of his service, Mr. Tan will be entitled to S$500,000
(approximately $270,000) for the first successful transaction and S$250,000
(approximately $135,000) for the second successful transaction, as well as a
bonus amounting to a 1% share of a formula-based attributable economic value
added amount in the event the transaction contributes positively to our economic
value added results.
From time to time, we deposit excess funds with ST Treasury Services Ltd, a
wholly-owned subsidiary of Singapore Technologies. Our insurance coverage is
held under various insurance policies which are negotiated and maintained by
Singapore Technologies but billed directly to us. This enables us to benefit
from the group rates negotiated by Singapore Technologies.
Generally, all new material related party transactions among us and our
officers, directors, principal shareholders and their affiliates require
approval by the Audit Committee of our Board of Directors. In addition, more
significant related party transactions must be separately approved by a majority
of the Board of Directors.
C. Interest of Experts and Counsel
Not applicable
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report.
1.1 Memorandum and Articles of Association of ST Assembly Test Services
Ltd.
2.1 Form of specimen certificate representing ST Assembly Test Services
Ltd's ordinary shares - incorporated by reference to Exhibit 4.1 of
Amendment No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with
the Securities and Exchange Commission on January 3, 2000.
2.2 Deposit Agreement among ST Assembly Test Services Ltd, Citibank, N.A.,
as depositary, and the holders from time to time of ADRs issued
thereunder (including the form of ADR) - incorporated by reference to
Exhibit 2.2 of Form 20-F of ST Assembly Test Services Ltd filed with
the Securities and Exchange Commission on March 30, 2001.
4.1 ST Group Management & Support Services Agreement dated December 27,
1999 by and between Singapore Technologies Pte Ltd and ST Assembly Test
Services Ltd -- incorporated by reference to Exhibit 10.1 of Amendment
No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with the
Securities and Exchange Commission on January 3, 2000.
4.2 Loan Agreement dated June 5, 1998 by and between the Economic
Development Board and ST Assembly Test Services Ltd -- incorporated by
reference to Exhibit 10.2 of Amendment No. 1 to Form F-1 of ST Assembly
Test Services Ltd filed with the Securities and Exchange Commission on
January 3, 2000.
4.4 Lease Agreement dated November 18, 1996 by and between the Housing and
Development Board and ST Assembly Test Services Ltd -- incorporated by
reference to Exhibit 10.4 of Amendment No.
4
1 to Form F-1 of ST Assembly Test Services Ltd filed with the
Securities and Exchange Commission on January 3, 2000.
4.5 Immunity Agreement dated October 18, 1996 by and between Motorola Inc.
and ST Assembly Test Services Ltd -- incorporated by reference to
Exhibit 10.5 of Amendment No. 1 to Form F-1 of ST Assembly Test
Services Ltd filed with the Securities and Exchange Commission on
January 3, 2000.
4.6 Programme Agreement dated January 10, 2002 by and between Citicorp
Investment Bank (Singapore) Limited and ST Assembly Test Services Ltd
establishing a S$500,000,000 Multicurrency Medium Term Note Program.
4.7 Trust Deed dated January 10, 2002 by and between British and Malayan
Trustees Limited and ST Assembly Test Services Ltd establishing a
S$500,000,000 Multicurrency Medium Term Note Program.
4.8 Agency Agreement dated January 10, 2002 by and between British and
Malayan Trustees Limited, Citicorp Investment Bank (Singapore) Limited
and ST Assembly Test Services Ltd establishing a S$500,000,000
Multicurrency Medium Term Note Program.
4.9 Letter of Appointment dated January 7, 2002 by and between Tan Bock
Seng and ST Assembly Test Services Ltd appointing Tan Bock Seng as
advisor to the Board of Directors of ST Assembly Test Services Ltd.
8.1 List of subsidiaries.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F/A and has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
ST ASSEMBLY TEST SERVICES LTD
By /s/ Tan Lay Koon
Tan Lay Koon
President and Chief Executive Officer
September 23, 2002
CERTIFICATIONS
I, Tan Lay Koon, certify that:
1. I have reviewed this annual report on Form 20-F/A Amendment No. 1 of ST
Assembly Test Services Ltd;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: September 23, 2002
/s/ Tan Lay Koon
Tan Lay Koon
President and Chief Executive Officer
I, Pearlyne Wang, certify that:
1. I have reviewed this annual report on Form 20-F/A Amendment No. 1 of ST
Assembly Test Services Ltd;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: September 23, 2002
/s/ Pearlyne Wang
Pearlyne Wang
Acting Chief Financial Officer
6