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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMKOR TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3674 23-172-2724
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FRANK J. MARCUCCI
CHIEF FINANCIAL OFFICER
AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
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LARRY W. SONSINI, ESQ. ALAN L. BELLER, ESQ.
DONNA M. PETKANICS, ESQ. YONG G. LEE, ESQ.
BRUCE M. MCNAMARA, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON
WILSON SONSINI GOODRICH & ROSATI ONE LIBERTY PLAZA
PROFESSIONAL CORPORATION NEW YORK, NY 10006
650 PAGE MILL ROAD (212) 225-2000
PALO ALTO, CA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-37235
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SECURITY OFFERING PRICE(1) REGISTRATION FEE
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5 3/4% Convertible Subordinated Notes due
2003 and Common Stock $.001 par value... $34,500,000 $34,500,000 $10,178
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(1) Includes the aggregate value offered if the Underwriters exercise the
options to purchase shares of Common Stock and Convertible Notes to cover
over-allotments, if any.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act") by Amkor Technology, Inc. (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-37235), which was
declared effective by the Commission on April 30, 1998.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on May 1, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than May 1, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of West
Chester, State of Pennsylvania, on the 30th day of April 1998.
AMKOR TECHNOLOGY, INC.
By: /s/ JAMES J. KIM
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James J. Kim
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ JAMES J. KIM Chief Executive Officer and April 30, 1998
- --------------------------------------------------- Chairman
James J. Kim
* Chief Financial Officer and April 30, 1998
- --------------------------------------------------- Secretary (Principal Financial
Frank J. Marcucci and Accounting Officer)
* President and Director April 30, 1998
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John N. Boruch
* Director April 30, 1998
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Thomas D. George
* Director April 30, 1998
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Gregory K. Hinckley
* /s/ JAMES J. KIM
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James J. Kim
Attorney-in-fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of the securities being
registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
23.3 Consent of Samil Accounting Corporation
23.4 Consent of Chong Un & Company
23.5 Consent of SyCip Gorres Velayo & Co
23.6 Consent of Siana Carr & O'Connor, LLP
24.1 Power of Attorney.*
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* Incorporated by reference to Registration Statement on Form S-1 (File No.
333-37235)
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EXHIBIT 5.1
[Wilson Sonsini Goodrich & Rosati letterhead]
April 30, 1998
Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, PA 19830
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (the
"Registration Statement") to be filed by Amkor Technology, Inc. (the "Company")
with the Securities and Exchange Commission on or about April 30, 1998 pursuant
to Section 462(b) of the Securities Act of 1933, as amended (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of (i) up to an aggregate of $34,500,000 principal amount of
convertible subordinated notes due 2003 (the "Notes") and (ii) Common Stock
issuable upon conversion of the Notes (the "Underlying Common"). The Notes are
to be issued pursuant to an Indenture (the "Indenture"), the form of which has
been filed as an exhibit to the Registration Statement, to be entered into
between the Company and State Street Bank and Trust Company, as Trustee (the
"Trustee"). The Shares and the Notes are to be sold pursuant to an Underwriting
Agreement (the "Underwriting Agreement") in substantially the form filed as an
exhibit to the Registration Statement. The Notes are to be issued in the form of
Note included in the Indenture.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents
and the genuineness of all signatures, (b) the conformity to the originals of
all documents submitted to us as copies and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
(i) The Notes are legal, valid and binding obligations of the Company,
entitled to the benefits of the Indenture.
(ii) The Underlying Common has been legally and validly authorized,
and when issued and delivered in accordance with the terms of the Indenture,
will be duly and validly issued, fully paid and non-assessable.
Our opinion that any document is legal, valid and binding is qualified
as to:
(A) Limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(B) General principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, and
limitations of rights of acceleration regardless of whether such enforceability
is considered in a proceeding in equity or at law.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
Registration Statement on Form S-1.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Philadelphia, Pa.
April 29, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in this Amendment No. 5 to the
Registration Statement on Form S-1 (File No. 333-37235) and the Registration
Statement pursuant to Rule 462(b) relating to the Registration Statement (File
No. 333-37235) of Amkor Technology of our report dated March 20, 1998 on our
audits of the financial statements of Amam Industrial Co., Ltd. and its
subsidiaries. We also consent to the references to our firm under the caption
"Experts."
Samil Accounting Corporation
Seoul, Korea
April 30, 1998
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
Amendment No. 5 to the Amkor Technology, Inc. Registration Statement
(no. 333-37235) on Form S-1 and the Registration Statement pursuant to Rule
462(b) relating to the Registration Statement (File No. 333-37235).
Chong Un & Company
Seoul, Korea
April 30, 1998
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EXHIBIT 23.5
As independent public accountants, we hereby consent to the use of our report
and to all references to our firm included in or made a part of this Amendment
No. 5 to the Amkor Technology, Inc. Registration Statement (No. 333-37235) on
Form S-1 and in a Registration Statement pursuant to Rule 462(b) relating to
Registration Statement (No. 333-37235).
/s/ SYCIP GORRES VELAYO & CO.
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Makati City, Philippines
April 30, 1998
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Exhibit 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of the Registration
Statement on Form S-1 of Amkor Technology, Inc. filed pursuant to Rule 462b
relating to the Registration Statement (No. 333-37235) on Form S-1.
/s/ SIANA CARR & O'CONNOR, LLP
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SIANA CARR & O'CONNOR, LLP
Paoli, Pennsylvania
April 30, 1998
