<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 2000
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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CHARTERED SEMICONDUCTOR MANUFACTURING LTD
(Exact name of issuer of deposited securities as specified in its charter)
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N.A.
(Translation of issuer's name into English)
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REPUBLIC OF SINGAPORE
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
111 WALL STREET
NEW YORK, NEW YORK 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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CHARTERED SEMICONDUCTOR MANUFACTURING, INC.
1450 MCCANDLESS DRIVE
MILPITAS, CALIFORNIA 95035
(408) 941-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
<TABLE>
<S> <C>
JON L CHRISTIANSON,ESQ. MICHAEL W. STURROCK, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LATHAM & WATKINS
EAST WING OFFICE, LEVEL 4 80 RAFFLES PLACE
CHINA WORLD TRADE CENTER #14-20 UOB PLAZA 2
1 JIAN GUO MEN WAI AVENUE SINGAPORE 048624
BEIJING 100004, CHINA
</TABLE>
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It is proposed that this filing become effective under Rule 466:
[ ] immediately upon filing.
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the
deposited shares, check the following box: [X]
CALCULATION OF REGISTRATION FEE
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- -----------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Registered be Aggregate Price Aggregate Registration Fee
Registered Per Unit(1) Offering Price(1)
- -----------------------------------------------------------------------------------------------------------------
American Depositary Shares,
evidenced by American Depositary
Receipts, each representing 10 100,000,000 $0.05 $5,000,000 $1,320.00
ordinary shares, par value S$0.26
each, of Chartered Semiconductor
Manufacturing Ltd
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Receipts evidencing American Depositary
Shares.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
The Prospectus consists of the form of American Depositary Receipt included as
Exhibit A to the Deposit Agreement filed as Exhibit (4) to this Registration
Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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<CAPTION>
LOCATION IN FORM OF AMERICAN
DEPOSITARY RECEIPT ("RECEIPT")
ITEM NUMBER AND CAPTION FILED HEREWITH AS PROSPECTUS
- ----------------------- ----------------------------
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1. Name of depositary and address of its principal Face of Receipt - Introductory paragraph.
executive office.
2. Title of Receipts and identity of deposited Face of Receipt - Top center and securities.
securities.
Terms of deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner.
represented by one American Depositary
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (16) and deposited (17).
securities
(iii) The collection and distribution of Face of Receipt - Paragraphs (7), (10) and (11).
dividends
Reverse of Receipt - Paragraphs (14), (16), (18) and (23).
(iv) The transmission of notices, reports and Face of Receipt - Paragraph (13).
proxy soliciting material
Reverse of Receipt - Paragraphs (17), (21), (22)
and (23).
(v) The sale or exercise of rights Face of Receipt - Paragraphs (3), (7), (9) and (11).
Reverse of Receipt - Paragraph (14).
(vi) The deposit or sale of securities Face of Receipt - Paragraph (3).
resulting from dividends, splits
or plans of reorganization
Reverse of Receipt - Paragraphs (14)
and (18).
(vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (21),
of the deposit agreement (22) and (23).
(viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph (13).
the transfer books of the Depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit Face of Receipt - Paragraphs (2), (3), withdraw the
or underlying securities (7), (8), (9) and (11).
Reverse of Receipt - Paragraphs (24) and (25).
(x) Limitation upon the liability of the Face of Receipt - Paragraph (11).
depositary
Reverse of Receipt - Paragraph (14) and (19).
3. Fees and charges which may be imposed Face of Receipt - Paragraphs (7) and (10).
directly or indirectly on holders of Receipts
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ITEM 2. AVAILABLE INFORMATION
Chartered Semiconductor Manufacturing Ltd is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, and, accordingly, files
certain reports with the United States Securities and Exchange Commission (the
"Commission"). These reports and documents can be inspected by holders of
Receipts and copied at public reference facilities maintained by the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at
the Commission's New York City office located at Seven World Trade Center, 13th
Floor, New York, New York 10048.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(a) Deposit Agreement (including the form of American Depositary Receipt) dated
November 4, 1999, by and among Chartered Semiconductor Manufacturing Ltd,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary Receipts issued
thereunder (the "Deposit Agreement"), filed as an exhibit to the Form 6-K
(File No. 000-27811) filed by the Registrant on November 23, 1999, and
incorporated herein by reference.
(b) Any other agreement to which the depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the custody
of the deposited securities represented thereby. -- None.
(c) Every material contract relating to the deposited securities between the
depositary and the issuer of the deposited securities in effect at any time
within the last three years. -- None.
(d) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
depositary, as to the legality of the securities to be registered. -- Filed
herewith as Exhibit 5.
(e) Certificate under Rule 466. -- None.
(f) Powers of attorney for certain officers and directors and the authorized
representative of the issuer in the United States. -- Set forth on the
signature pages hereto.
ITEM 4. UNDERTAKINGS
(a) The depositary hereby undertakes to make available at the principal office
of the depositary in the United States, for inspection by holders of the
Receipts, any reports and communications received from the issuer of the
deposited securities which are both (1) received by the depositary as the holder
of the deposited securities, and (2) made generally available to the holders of
the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus, the
depositary undertakes to prepare a separate document stating the amount of any
fee charged and describing the service for which it is charged and to deliver
promptly a copy of such fee schedule without charge to anyone upon request. The
depositary undertakes to notify each registered holder of a Receipt thirty days
before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 13th day of April, 2000.
Legal entity created by the Deposit Agreement for the issuance of American
Depositary Receipts evidencing American Depositary Shares, each representing 10
ordinary shares, par value S$0.26 each, of Chartered Semiconductor Manufacturing
Ltd
CITIBANK, N.A., solely in its capacity as depositary
By: /s/ NANCY LISSEMORE
---------------------------------------
Name: Nancy Lissemore
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized in the Republic of Singapore, on this
13th day of April, 2000.
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
By: /s/ CHIA SONG HWEE
----------------------------------------
Name: Chia Song Hwee
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Barry Waite,
Chia Song Hwee, Sum Soon Lim and Lim Ming Seong as attorneys-in-fact with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement (including post-effective amendments
and registration statements filed pursuant to Rule 462 and otherwise), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the SEC, granting to said attorneys-in-fact, and each of them
individually, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as her or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-facts or each of them
individually, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated:
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ HO CHING Chairman of the Board April 13, 2000
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HO CHING
/s/ LIM MING SEONG Deputy Chairman of the Board April 13, 2000
- --------------------------------
LIM MING SEONG
/s/ BARRY WAITE President and Chief April 13, 2000
- -------------------------------- Executive Officer (principal
BARRY WAITE executive officer)
/s/ CHIA SONG HWEE Senior Vice President and April 13, 2000
- -------------------------------- Chief Financial Officer
CHIA SONG HWEE (principal financial and
accounting officer)
/s/ SUM SOON LIM Director April 13, 2000
- --------------------------------
SUM SOON LIM
/s/ JAMES H. VAN TASSEL Director April 13, 2000
- --------------------------------
JAMES H. VAN TASSEL
/s/ AUBREY C. TOBEY Director April 13, 2000
- --------------------------------
AUBREY C. TOBEY
/s/ ROBERT EDMUND LA BLANC Director April 13, 2000
- --------------------------------
ROBERT EDMUND LA BLANC
/s/ ANDRE BORREL Director April 13, 2000
- --------------------------------
ANDRE BORREL
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ CHARLES E. THOMPSON Director April 13, 2000
- --------------------------------
CHARLES E. THOMPSON
/s/ KOH BENG SENG Director April 13, 2000
- --------------------------------
KOH BENG SENG
/s/ TSUGIO MAKIMOTO Director April 13, 2000
- --------------------------------
TSUGIO MAKIMOTO
/s/ LARRY JAMES Authorized Representative in April 13, 2000
- -------------------------------- the United States
LARRY JAMES
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT DOCUMENT
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<S> <C>
4 Deposit Agreement (including the form of American Depositary
Receipt) dated November 4, 1999, by and among Chartered
Semiconductor Manufacturing Ltd, Citibank, N.A., as depositary,
and all Holders and Beneficial Owners of American Depositary
Shares evidenced by the American Depositary Receipts issued
thereunder, filed as an exhibit to the Form 6-K (File No.
000-27811) filed by the Registrant on November 23, 1999, and
incorporated herein by reference.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
for the depositary, as to the legality of the securities to be
registered.
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EXHIBIT 5
[SASM&F Letterhead]
April 13, 2000
Citibank, N.A.
as Depositary
111 Wall Street
New York, New York 10043
U.S.A.
Re: American Depositary Shares
Representing Ordinary Shares of
Chartered Semiconductor Manufacturing Ltd
Ladies and Gentlemen:
We refer to the Registration Statement on Form F-6 (the "Registration
Statement") relating to American Depositary Shares ("ADSs") evidenced by
American Depositary Receipts ("ADRs") to be issued under the Deposit Agreement
(the form of which is set forth as an exhibit to the Registration Statement)
(the "Deposit Agreement") among Chartered Semiconductor Manufacturing Ltd, a
company incorporated under the laws of the Republic of Singapore (the
"Company"), Citibank, N.A., a national banking association organized under the
laws of the United States of America (the "Depositary"), and all holders and
beneficial owners from time to time of ADSs issued thereunder. Each ADS
represents ten (10) deposited ordinary registered shares of the Company, par
value S$0.26 each, including evidence of rights to receive such shares
("Shares"). The Registration Statement is being signed and filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), by the Depositary on behalf of the legal entity created
by the Deposit Agreement.
In our capacity as counsel to the Depositary, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that all parties thereto had
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon
<PAGE> 2
Citibank, N.A.
April 13, 2000
Page 2
oral or written statements and representations of officers and other
representatives of the Depositary and others.
Members of our firm are admitted to the Bar in the State of New York.
We do not express any opinion as to the laws of any other jurisdiction (or as to
the effect of the laws of any other jurisdiction on the opinions stated herein),
including the Republic of Singapore.
Based upon and subject to the foregoing, we are of the opinion that
upon due issuance, execution and delivery by the Depositary of ADSs against the
deposit of Shares in respect thereof, in accordance with the terms of the
Deposit Agreement, such ADSs will be legally issued and the holders and
beneficial owners thereof will be entitled to the rights of owners of ADSs
specified in the ADR evidencing such ADSs and in the Deposit Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
