As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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ASE Test Limited
(Exact Name of Registrant as Specified in Its Charter)
Republic of Singapore N/A
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10 West Fifth Street
Nantze Export Processing Zone
Kaohsiung, Taiwan
Republic of China
(Address of Principal Executive Offices)
ASE Test Limited 2000 Share Option Plan
(Full Title of the Plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
Copy to:
James D. Phyfe, Esq.
Davis Polk & Wardwell
The Hong Kong Club Building
3A Chater Road
Hong Kong
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Amount To Be Offering Price Per Aggregate Offering Amount Of
Title Of Each Class of Registered Share Price Registration Fee(1)
Securities To Be Registered
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Ordinary Shares, par value
US$0.25 per Share
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- To be issued upon exercise
of options to be granted 12,000,000 US$19.13(2) US$229,560,000 US$60,603.84
under the 2000 Share Option Plan
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Total 19.13 US$229,560,000 US$60,603.84
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</TABLE>
(1) Amount of registration fee was calculated pursuant to Sections 6(b)(3),
(4) and (5) of the Securities Act of 1933, as amended (the "Securities
Act"), which was (i) the amount of General Revenue Fees, determined at a
rate equal to US$200 per US$1,000,000 of the maximum aggregate price of
the securities offered herein, plus (ii) the amount of Offsetting
Collection Fees, determined at a rate equal to US$64 per US$1,000,000 of
the maximum aggregate price of the securities offered herein. The rates
for such calculations were applied pro rata to amounts and balances equal
to less than US$1,000,000.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(h) and (c) under the Securities
Act whereby the per share price was determined by reference to the
average of the high and low sale price for ASE Test Limited's ordinary
shares reported on the Nasdaq Stock Market on October 5, 2000.
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<PAGE>
ASE Test Limited (the "Registrant" or the "Company") is filing this Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") to register 12,000,000 ordinary shares,
par value $0.25 per share, of the Company (the "Shares") for issuance pursuant
to the ASE Test Limited 2000 Share Option Plan.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. PLAN INFORMATION.
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference the following documents in
this Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the year ended
December 31, 1999;
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 1999;
(c) The Registrant's report on Form 6-K dated July 26, 2000; and
(d) "Description of Share Capital" on pages 79 to 82 of the Registrant's
Registration Statement on Form F-3 (File No. 333-12150) filed, and including
any amendments or reports filed for the purpose of updating such description, in
which there is described the terms, rights and provisions applicable to the
Registrant's ordinary shares.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c) and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, also shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
2
<PAGE>
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Association provide for the indemnification by
the Registrant of every Director, secretary or other officer of the Registrant
against all costs, charges, losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or in relation thereto including any
liability by him in defending any proceedings, civil or criminal, which relate
to anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of the Registrant and in which judgment is given in his
favor (or the proceedings otherwise disposed of without any finding or admission
of any material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
court. The Articles of Association further provide that no director, manager,
secretary or other officer of the Registrant shall be liable (i) for the acts,
receipts, neglects or defaults of any other director or officer; (ii) for
joining in any receipt or other act for conformity; (iii) for any loss or
expense happening to the Registrant through the insufficiency or deficiency of
title to any property acquired by order of the directors for or on behalf of the
Registrant; (iv) for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Registrant shall be invested; (v) 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 (vi)
for any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto unless the same
shall happen through his own negligence, default, breach of duty or breach of
trust. The indemnification provisions in the Articles of Association provide for
indemnification of the Registrant's officers and directors in accordance with
the Companies Act, Chapter 50, of the Republic of Singapore.
The Company has obtained an insurance policy which provides liability
coverage, including coverage for liabilities arising under the U.S. federal
securities laws, for directors and officers and which contains certain
exceptions and exclusions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit No. Description of Document
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4.1 ASE Test Limited 2000 Share Option Plan.
5.1 Opinion of Allen & Gledhill, Singapore counsel to the
Registrant, as to the legality of the securities being registered.
23.1 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Powers of Attorney.
3
<PAGE>
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 the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report 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 the registration statement 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.
(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 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 Act and
will be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Taipei, Taiwan, Republic of China, on October 10, 2000.
ASE TEST LIMITED
By: /s/ Jason C. S. Chang
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Jason C. S. Chang
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
Signatures Title Date
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*
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Leonard Liu Chief Executive Officer and Director October 10, 2000
(Principal Executive Officer)
*
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Dr. David Pan President and Director October 10, 2000
/s/ Jeffrey Chen
--------------------------------
Jeffrey Chen Chief Financial Officer and Director October 10, 2000
(Principal Accounting Officer)
/s/ Jason C.S. Chang
--------------------------------
Jason C.S. Chang Chairman October 10, 2000
*
--------------------------------
Richard H.P. Chang Vice Chairman October 10, 2000
*
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Chang Yao Hung-ying Director October 10, 2000
*
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Joseph Tung Director October 10, 2000
5
<PAGE>
*
--------------------------------
Chin Ko-Chien Director October 10, 2000
*
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David D.H. Tsang Director October 10, 2000
*
--------------------------------
Albert C.S. Yu Director October 10, 2000
*
--------------------------------
Sim Guan Seng Director October 10, 2000
*
--------------------------------
Wang Yung-Kang Director October 10, 2000
*
--------------------------------
Alan Tien-Cheng Cheng Director October 10, 2000
*By /s/ Jeffrey Chen
--------------------------------
Jeffrey Chen Attorney-in-fact October 10, 2000
</TABLE>
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* Jeffrey Chen, by signing his name hereto, does sign this document on behalf
of the persons indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange
Commission.
6
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of ASE Test Limited, has
signed this Registration Statement or amendment thereto in Newark, Delaware, on
October 10, 2000.
PUGLISI & ASSOCIATES
By: /s/ Donald Puglisi
----------------------
Donald Puglisi
Managing Director
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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4.1 ASE Test Limited 2000 Share Option Plan.
5.1 Opinion of Allen & Gledhill, Singapore counsel to the
Registrant, as to the legality of the securities being
registered.
23.1 Consent of Allen & Gledhill (included in Exhibit 5.1).
24.1 Powers of Attorney.
8
