SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
eMachines, Inc.
(Name of Issuer)
Common Stock, $0.0000125 par value
(Title of Class of Securities)
29076P 10 2
(CUSIP Number)
Mr. Sang Duk Lee
Chief Financial Officer
and Treasurer
Korea Data Systems America, Inc.
7372 Doig Drive
Garden Grove, California 92841
(714) 379-5599
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1999
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box: [ ]
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Korea Data Systems America, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES 7 SOLE VOTING POWER
28,819,538*
BENEFICIALLY
8 SHARED VOTING POWER
0
OWNED BY
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
28,819,538*
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,819,538*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14 TYPE OF REPORTING PERSON
CO
*See Item 6
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $0.0000125 par value
per share ("Common Stock"), of eMachines, Inc. (the "Issuer").
The address of the principal executive office of the Issuer is
14350 Myford Road, Suite 100, Irvine, California 92606.
ITEM 2. IDENTITY AND BACKGROUND
Korea Data Systems America, Inc., a California corporation ("KDS
America"), is a corporation that manufactures and distributes
monitors for personal computers. The shares of Common Stock to
which this Statement relates are owned directly by KDS America
and, as such, it has full management and investment authority
with respect to such shares, including the authority to acquire,
dispose of and vote any of the shares of Common Stock owned by
it, except as set forth in Item 6 below.
The address of the principal business and principal office of KDS
America is 7372 Doig Drive, Garden Grove, California 92841.
The executive officers of KDS America and each of their residence
or business address and citizenship are listed below.
Kwang Rae Park President
Korea Data Systems Co., Ltd
Room #2004, SAMSUNG-DONG
KANGNAM-KU, SEOUL, KOREA
Citizenship: Korea
Sang Duk Lee Chief Financial Officer & Treasurer
Korea Data Systems America, Inc.
7372 Doig Drive, Garden Grove, California
92841
Citizenship: Korea
Jemyun Yoo Secretary
Korea Data Systems America, Inc.
7372 Doig Drive, Garden Grove, California
92841
Citizenship: Korea
The directors of KDS America and each of their residence or
business address, citizenship, present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted are listed below.
Kwang Rae Park Executive Director
Korea Data Systems Co., Ltd
Room #2004, SAMSUNG-DONG
KANGNAM-KU, SEOUL, KOREA
Citizenship: Korea
<PAGE>
Dae Pyo Hong Senior Executive Director
Korea Data Systems Co., Ltd
Room #2004, SAMSUNG-DONG
KANGNAM-KU, SEOUL, KOREA
Citizenship: Korea
Jemyun Yoo Secretary
Korea Data Systems America, Inc.
7372 Doig Drive, Garden Grove, California
92841
Citizenship: Korea
During the last five years neither KDS America nor any of its
executive officers or directors, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceedings was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 10, 1999, pursuant to an agreement entered into in
September, 1998, by and between KDS America and the Issuer, KDS
America purchased in the aggregate 28,400,000 shares of Common
Stock for a total consideration of $710,000, which amount was
obtained from its working capital. Pursuant to an agreement
entered into on June 10, 1999 and amended on August 16, 1999, by
and between KDS America and the Issuer, KDS America assigned the
trademark "eMachines" to the Issuer in consideration of 419,538
shares of Common Stock, which the Issuer issued to KDS America on
August 18, 1999. As of the close of business on August 31, 1999,
KDS America had acquired in the aggregate 28,819,538 shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTIONS
As of the date of this Statement, except as set forth below, KDS
America has no present plan or proposal which would result in or
relate to any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
KDS America acquired the shares of Common Stock covered by this
Statement for investment purposes. KDS America reserves full
discretion to make its own investment decisions with respect to
the Common Stock owned directly or beneficially by it from time
to time, including, but not limited to, the timing and amount of
purchases and the timing and amount of dispositions of shares of
Common Stock. Such decisions will depend on a variety of factors
not presently determinable, including, but not limited to,
alternative investment opportunities available to KDS America,
general economic conditions and monetary, stock market and
regulatory conditions.
<PAGE>
KDS America continues to closely monitor the Issuer's
performance. KDS America and its representatives and advisers
intend from time-to-time to discuss the Issuer and its business
and management with members of the board of directors and
management of the Issuer. In addition, KDS America and its
representatives and advisers may communicate with other
shareholders, industry participants and other interested parties
concerning the Issuer. These communications may include
discussions of the Issuer's strategic alternatives. KDS America
may modify its plans in the future, and may exercise any and all
of its rights as a shareholder of the Issuer in a manner
consistent with its interests.
KDS America may from time-to-time (i) acquire additional shares
of Common Stock (subject to availability at prices deemed
favorable) in the open market, in privately negotiated
transactions, or otherwise, or (ii) dispose of shares of Common
Stock in the open market, in privately negotiated transactions or
otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF
CLASS:
The aggregate number of shares of Common Stock owned
beneficially by KDS America is 28,819,538, representing
19.9% of such class of securities.
(b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH
REPORTING PERSON HOLDS:
(i) Sole power to vote or to direct the vote:
28,819,538*.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the
disposition: 28,819,538*.
(iv) Shared power to dispose or to direct the
disposition: 0.
*See Item 6 below
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
See Item 6 below.
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO
RECEIVE OR THE POWER TO DIRECT DIVIDENDS
Not applicable.
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS
OF SECURITIES:
Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a pledge agreement, dated September 25,
2000, by and among KDS America, DB Trustees (Hong Kong) Limited
(the "Trustee") and Bankers Trust Company, New York, KDS America
pledged to the Trustee for the benefit of the holders of KDS
America's US$25,000,000 Secured Floating Rate Notes due 2003 (the
"Notes") a security interest in 27,819,538 shares of Common Stock
to secure the Notes in connection with its offering of the Notes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
November 17, 2000
KOREA DATA SYSTEMS AMERICA, INC.
By: ___/s/ Sang Duk Lee__
Name: Sang Duk Lee
Title: Chief Financial Officer &
Treasurer
