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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer Pursuant to Rule
13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of April 2000
Commission File Number 000-27811
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant's name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization)
60 Woodlands Industrial Park D
Street 2, Singapore 738406
(65) 352-2838
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b). Not applicable.
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TABLE OF CONTENTS:
1. Other Events
On April 6, 2000, the Company announced its unaudited preliminary results
for the quarter ended March 31, 2000, subject to final review and confirmation.
A copy of the Company's press release dated April 6, 2000, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. Also, on April 6, 2000,
the Company announced that it has filed a registration statement on Form F-1
with the U.S. Securities and Exchange Commission for a global offering of
213,000,000 ordinary shares, directly or in the form of American Depositary
Shares (ADSs), of which 78,000,000 are being offered by the Company and
135,000,000 are being offered by certain selling shareholders. The Company and
one of the selling shareholders have also granted the U.S. and international
underwriters a 30-day option to purchase up to an aggregate of 31,950,000
ordinary shares, directly or in the form of ADSs, to cover overallotments, if
any. A copy of the Company's press release dated April 6, 2000, is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
2. Exhibits
99.1 Press release of the Company dated April 6, 2000.
99.2 Press release of the Company dated April 6, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly organized.
Date: April 7, 2000 CHARTERED SEMICONDUCTOR
MANUFACTURING LTD
By: /s/ CHIA SONG HWEE
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Name: Chia Song Hwee
Title: Senior Vice President and
Chief Financial Officer
S-1
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EXHIBIT INDEX
99.1 Press release of the Company dated April 6, 2000.
99.2 Press release of the Company dated April 6, 2000.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
Media Investors
Rita Srinivasan Larry James
65.360.4368 1.408.941.1110
[email protected] [email protected]
Maggie Tan Suresh Kumar
65.360.4705 65.360.4376
[email protected] [email protected]
Barbara Kalkis
Maestro Public Relations
1.408.996.9975
[email protected]
CHARTERED SEMICONDUCTOR FILES REGISTRATION STATEMENT IN THE
UNITED STATES FOR FOLLOW-ON GLOBAL OFFERING
SINGAPORE -- April 6, 2000 -- Chartered Semiconductor Manufacturing Ltd (Nasdaq:
CHRT and SGX-ST: CHARTERED) today announced that it has filed a registration
statement on Form F-1 with the U.S. Securities and Exchange Commission for a
follow-on global offering of 78,000,000 ordinary shares, directly or in the form
of American Depositary Shares (ADSs). Additionally, 135,000,000 ordinary shares
are being offered by selling shareholders. Chartered and one of the selling
shareholders have also granted the U.S. and international underwriters a 30-day
option to purchase up to an aggregate of 31,950,000 ordinary shares, directly or
in the form of ADSs, to cover overallotments, if any.
The Company's U.S. offering will be managed by Salomon Smith Barney, Credit
Suisse First Boston, Chase H&Q, SG Cowen and Wit SoundView. The Company's
international offering will be managed by Salomon Smith Barney International,
Credit Suisse First Boston, Chase H&Q, SG Cowen, Wit SoundView, Overseas Union
Bank Limited and Vickers Ballas & Co. Pte Ltd. When available, a copy of the
U.S. prospectus may be obtained from Salomon Smith Barney Inc., 388 Greenwich
Street, New York, New York 10013; telephone 212-816-6000; Credit Suisse First
Boston Corporation, Prospectus Department, Eleven Madison Avenue, New York, New
York 10010, telephone 212-325-2000; Chase Securities, Inc., One Bush Street, San
Francisco, California 94104, telephone 415-439-3300; SG Cowen Securities
Corporation, Two International Place, Boston, Massachusetts 02110, telephone
617-946-3700; and Wit SoundView Corporate, 22 Gatehouse Road, Stamford, CT
06911, telephone 203-462-7200. Overseas Union Bank Limited can be contacted at 1
Raffles Place, OUB Centre, Singapore 048616, telephone 1-800-224-2000.
ABOUT CHARTERED
Chartered Semiconductor Manufacturing Ltd (Nasdaq: CHRT and SGX-ST: CHARTERED)
is one of the world's leading independent foundries providing wafer fabrication
services. Guided
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by the tenets of trust, service, partnership, advanced technology and stability,
the Company aims to provide world-class semiconductor foundry services that
enable customers to create and deliver market-leading system-level solutions.
Chartered operates five fabrication facilities that serve high-growth,
technologically advanced applications such as communications and networking.
Headquartered in Singapore, Chartered employs approximately 3400 people at its
11 locations in North America, Asia and Europe.
NO OFFERING
A registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
This news release is not an offer of the Company's securities for sale in or out
of the United States. The Company's securities may not be offered or sold in the
United States absent registration or an exemption from registration. Any public
offering of the Company's securities to be made in the United States will be
made by means of a prospectus that may be obtained from the Company and that
will contain detailed information about the Company and management, as well as
financial statements.
SAFE HARBOR STATEMENT UNDER THE PROVISIONS OF THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements, as defined in the safe
harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements relate to the Company's proposed
follow-on global offering and the selling shareholders' proposed secondary
offering and reflect the Company's current views with respect to future events
and financial performance, and are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those anticipated.
For example, the Company and/or the selling shareholders may decide not to
effect the follow-on and/or secondary offerings or may elect to change the
proposed terms or timing thereof. Although the Company believes the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be attained. A
description of certain of the risks and uncertainties which could cause actual
results to differ materially from those indicated in the forward-looking
statements can be found in the section captioned "Risk Factors" in the Company's
Annual Report on Form 20-F filed with the U.S. Securities and exchange
Commission. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Chartered completed its global initial public offering in October 1999 and is
traded in the United States on Nasdaq and in Singapore on the Singapore Exchange
Securities Trading Limited (SGX-ST). For more information, visit the company's
website, www.charteredsemi.com.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACTS:
Media Investors
Rita Srinivasan Larry James
65.360.4368 1.408.941.1110
[email protected] [email protected]
Maggie Tan Suresh Kumar
65.360.4705 65.360.4376
[email protected] [email protected]
Barbara Kalkis
Maestro Public Relations
1.408.996.9975
[email protected]
CHARTERED SEMICONDUCTOR ANNOUNCES
PRELIMINARY FIRST QUARTER 2000 RESULTS
SINGAPORE -- APRIL 6, 2000 -- Chartered Semiconductor Manufacturing Ltd (Nasdaq:
CHRT and SGX-ST: CHARTERED) today announced preliminary results for the first
quarter ended March 31, 2000, subject to final review and confirmation.
Preliminary results for first quarter ended March 31, 2000 and comparison to
first quarter ended March 31, 1999 are as follows:
<TABLE>
<CAPTION>
Three months ended (unaudited)
March 31, 1999 March 31, 2000
US Dollars (in millions, except per share data)
<S> <C> <C>
Net revenue ................................ $130.8 $238.4
Gross profit ............................... 12.7 84.1
Operating income (loss) .................... (27.9) 29.2
Net income (loss) .......................... (34.9) 37.8
Diluted net income (loss) per ADS: ......... $(0.35) $ 0.29
Diluted net income (loss) per ordinary share $(0.04) $ 0.03
</TABLE>
ABOUT CHARTERED
Chartered Semiconductor Manufacturing Ltd (Nasdaq: CHRT and SGX-ST: CHARTERED)
is one of the world's leading independent foundries providing wafer fabrication
services. Guided by the tenets of trust, service, partnership, advanced
technology and stability, the Company aims to provide world-class semiconductor
foundry services that enable customers to create and deliver market-leading
system-level solutions. Chartered operates five fabrication facilities that
serve high-growth, technologically advanced applications such as communications
and networking.
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Headquartered in Singapore, Chartered employs approximately 3400 people at its
11 locations in North America, Asia and Europe.
Chartered completed its global initial public offering in October 1999 and is
traded in the United States on Nasdaq and in Singapore on the Singapore Exchange
Securities Trading Limited (SGX-ST). For more information, visit the company's
website, www.charteredsemi.com.
SAFE HARBOR STATEMENT UNDER THE PROVISIONS OF THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements, as defined in the safe
harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements relate to the Company's preliminary
results for the first quarter ending March 31, 2000 and reflect the Company's
current views with respect to these results, and are subject to certain risks
and uncertainties, which could cause actual results to differ materially from
those anticipated. For example, upon final review and confirmation, the
Company's preliminary results for the first quarter ended March 31, 2000 could
be revised. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be attained. A description of certain of
the risks and uncertainties which could cause actual results to differ
materially from those indicated in the forward-looking statements can be found
in the section captioned "Risk Factors" in the Company's Annual Report on Form
20-F filed with the U.S. Securities and exchange Commission. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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