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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999
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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AMKOR TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 23-1722724
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(State or other jurisdiction of 1345 ENTERPRISE DRIVE (I.R.S. Employer
incorporation or organization) WEST CHESTER, PA 19380 Identification Number)
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(Address of Principal Executive Offices (Zip Code)
1998 EMPLOYEE STOCK PURCHASE PLAN
1998 STOCK PLAN
1998 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
(Full title of the plans)
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JAMES J. KIM
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
DONNA M. PETKANICS, ESQ.
BRUCE M. MCNAMARA, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock, $0.001 par value,
issuable pursuant to options to
be issued under the
-- 1998 Employee Stock Purchase Plan............... 399,129 shares $14.025(2) $ 5,597,784 $ 1,556.18
-- 1998 Stock Plan................................. 3,721,100 shares $16.500 $61,398,150 $17,068.69
-- 1998 Stock Option Plan for French Employees..... 68,600 shares $16.500 $ 1,131,900 $ 314.67
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TOTAL 4,188,829 shares $18,939.54
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(1) Estimated in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee. This computation is based the average of the high and
the low prices of the Company's Common Stock as reported by the Nasdaq
National Market on August 23, 1999 (the "Market Price").
(2) Based upon 85% of the Market Price (the price at which Common Stock may be
sold to employees pursuant to the terms of this plan).
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AMKOR TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Amkor Technology, Inc. (the "Company" or "Registrant") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); (Note with
respect to dissolution of Chong Un & Company: The Company had an investment in
Anam Semiconductor, Inc. ("ASI") as of December 31, 1997 and for the years ended
December 31, 1996 and 1997. The Company sold its investment in ASI on February
16, 1998. ASI had a consolidated subsidiary, Anam Engineering and Construction
Co., Ltd., that was audited by Chong Un & Company ("Chong Un"). A copy of the
Chong Un 1997 audit report is included in the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998. The Company has been advised
that Chong Un has been dissolved and has ceased to perform accounting and
auditing services. Chong Un has not been and will not be available to perform
any subsequent review procedures with respect to its report. Further, as a
result of its status, Chong Un has not consented to the incorporation by
reference of its report into this registration statement. The Company has been
advised that the terms of Chong Un's dissolution require the preservation of its
reserves in escrow for claims of damages for the next three years and there is
no provision to distribute the firm's liquidation assets among its members. The
Company understands that judgments, if any, awarded in the US or Korea to ATI
investors rendered against Chong Un may be considered as a claim of damages
provided that the claim is appropriate under Korean law. The discussion
regarding certain effects of the Chong Un dissolution as set forth in this
registration statement is not meant and should not be construed in any way as
legal advice to any party and any potential purchaser of the Company's
securities should consult with his or her own counsel with respect to the effect
of the Chong Un dissolution on a potential purchase of the Company's securities
or otherwise.)
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
(d) The Registrant's Current Report on Form 8-K, filed on August 6,
1999 pursuant to Section 13(a) of the Exchange Act.
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange Act on
October 22, 1997, including any amendment or report filed for the purpose of
updating such description.
(f) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Registrant's Certificate of Incorporation provides that each person
who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.
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The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she was or is a director,
officer or employee of the Registrant or any predecessor of the Registrant or
serves or served any other enterprise as a director, officer or employee at the
request of the Registrant or any predecessor of the Registrant.
The Registrant has entered into indemnification agreements with its
directors and certain of its officers.
The Registrant maintains insurance on behalf of any person who is a
director or officer against any loss arising from any claim asserted against
such person and expense incurred by such person in any such capacity, subject to
certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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4.1* Amkor Technology, Inc. 1998 Employee Stock Purchase Plan.
4.2* Amkor Technology, Inc. 1998 Stock Plan.
4.3* Amkor Technology, Inc. 1998 Stock Option Plan for French Employees.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Samil Accounting Corporation.
23.3 Consent of SyCip Gorres Velayo & Co.
23.4 Consent of Siana Carr & O'Connor, LLP.
23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
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* Incorporated by reference to the Company's Registration Statement on Form
S-1 filed October 6, 1997, as amended (File No. 333-37235).
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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 of 1933, 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) Filings incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or 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) Request for acceleration of effective date or filing of registration
statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Amkor Technology, Inc., 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 City of West Chester, State of
Pennsylvania, on the 30th day of August, 1999.
AMKOR TECHNOLOGY, INC.
By: /s/ JAMES J. KIM
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James J. Kim
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Kim and Kenneth T. Joyce, and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments)
on Form S-8, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming his signature as it may be signed by said attorney to
any and all amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement 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 Chairman of the Board and Chief August 30, 1999
- ---------------------------------- Executive Officer (Principal
James J. Kim Executive Officer)
President and Director
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John N. Boruch
/s/ KENNETH T. JOYCE Chief Financial Officer (Principal August 30, 1999
- ---------------------------------- Financial and Accounting Officer)
Kenneth T. Joyce
/s/ WINSTON J. CHURCHILL Director August 30, 1999
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Winston J. Churchill
/s/ ROBERT E. DENHAM Director August 30, 1999
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Robert E. Denham
/s/ THOMAS D. GEORGE Director August 30, 1999
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Thomas D. George
/s/ GREGORY K. HINCKLEY Director August 30, 1999
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Gregory K. Hinckley
/s/ JOHN B. NEFF Director August 30, 1999
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John B. Neff
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AMKOR TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1* Amkor Technology, Inc. 1998 Employee Stock Purchase Plan.
4.2* Amkor Technology, Inc. 1998 Stock Plan.
4.3* Amkor Technology, Inc. 1998 Stock Option Plan for French Employees.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Samil Accounting Corporation.
23.3 Consent of SyCip Gorres Velayo & Co.
23.4 Consent of Siana Carr & O'Connor, LLP.
23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
24.1 Power of Attorney (see signature page).
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* Incorporated by reference to the Company's Registration Statement on
Form S-1 filed October 6, 1997, as amended (File No. 333-37235)
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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
August 30, 1999
Amkor Technology
1345 Enterprise Drive
West Chester, PA 19380
RE: REGISTRATION STATEMENT ON FORM S-8 -- 1998 EMPLOYEE STOCK
PURCHASE PLAN, 1998 STOCK PLAN AND 1998 STOCK OPTION PLAN FOR
FRENCH EMPLOYEES
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Amkor Technology, Inc., a Delaware
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about August 30, 1999, in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of (a) an aggregate of
399,129 additional shares (the "ESPP Shares") of your Common Stock reserved for
issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the
"Purchase Plan"); (b) an aggregate of 3,721,100 additional shares (the "Plan
Shares") of your Common Stock reserved for issuance pursuant to the Company's
1998 Stock Plan (the "Plan"); and (c) an aggregate of 68,600 additional shares
(the "French Plan Shares") of your Common Stock reserved for issuance pursuant
to the Company's 1998 Stock Option Plan for French Employees (the "French
Plan"). As your legal counsel, we have reviewed the actions proposed to be taken
by you in connection with the proposed sale and issuance of the ESPP Shares, the
Plan Shares and the French Plan Shares by the Company under the Purchase Plan,
the Plan and the French Plan, respectively.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the ESPP Shares pursuant to the Registration Statement, and assuming that the
ESPP Shares are issued in accordance with the provisions of the Purchase Plan,
the ESPP Shares will be legally and validly issued, fully paid and
nonassessable. Further, it is our opinion that, upon completion of the actions
being taken, or contemplated by us as your counsel to be taken, by you prior to
the issuance of the Plan Shares pursuant to the Registration Statement, and
assuming that the Plan Shares are issued in accordance with the provisions of
the Plan, the Plan Shares will be legally and validly issued, fully paid and
nonassessable. Further, it is our opinion that, upon completion of the actions
being taken, or contemplated by us as your counsel to be taken, by you prior to
the issuance of the French Plan Shares pursuant to the Registration Statement,
and assuming that the French Plan Shares are issued in accordance with the
provisions of the French Plan, the French Plan Shares will be legally and
validly issued, fully paid and nonassessable.
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We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 10, 1999 (except with respect to the Company's proposed investment in
ASI pursuant to the financial restructuring of ASI discussed in Note 14, as to
which the date is March 29, 1999) included in Amkor Technology, Inc.'s Form 10-K
for the year ended December 31, 1998, as amended, and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Anderson LLP
Philadelphia, Pa.
August 25, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Anam Semiconductor Inc.
We hereby consent to the inclusion in the Registration Statement on Form S-8 of
Amkor Technology, Inc. relating to the 1998 Stock Plan, the 1998 Employee Stock
Purchase Plan and the 1998 Stock Option Plan for French Employees of our report
dated March 20, 1998 except for Note 3 as to which the date is October 28, 1998
(the "Report"), which contains explanatory paragraphs on the change in the
method of accounting for unrealized foreign currency translation gains or losses
on long-term assets and liabilities denominated in foreign currencies and, the
Company's ability to continue as a going concern on our audits of the
consolidated financial statements of Anam Semiconductor Inc. (formerly Anam
Industrial Co., Ltd.) and its subsidiaries. We also consent to the references to
our firm under the caption "Experts."
/s/ SAMIL ACCOUNTING CORPORATION
Seoul, Korea
August 24, 1999
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 30, 1998 (except with respect to the Initial Public Offering discussed
in Note 1 which is dated May 8, 1998) included in Amkor Technology, Inc.'s Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in or made a part of this Registration Statement.
/s/ SyCip Gorres Velayo & Co.
Makati City, Philippines
August 24, 1999
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Exhibit 23.4
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 Amkor
Technology, Inc. Registration Statement relating to the 1998 Stock Plan, the
1998 Employee Stock Purchase Plan and the 1998 Stock Option Plan for French
Employees.
/s/ SIANA CARR & O'CONNOR, LLP
Paoli, Pennsylvania
August 24, 1999
