<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000
Registration Statement No. 333-11292
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
AMENDMENT NO. 3
TO
Forms S-4/F-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------
ASAT (Finance) LLC
(Issuer)
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3674 Not applicable
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
------------
c/o Corporation Trust Center James Healy
1209 Orange Street ASAT, Inc.
Wilmington, Delaware 19801 46335 Landing Parkway
United States Fremont, California 94338
(302) 658-4205 United States
(Address and telephone number of (510) 249-1222
Registrant's principal executive (Name, address and telephone number
office) of agent for service of process)
------------
Copies to:
Anthony Root, Esq.
Milbank, Tweed, Hadley & McCloy llp
30/F Alexandra House
16 Chater Road
Central, Hong Kong
(011) (852) 2971-4888
------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) of 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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered Per Note(1) Price(1)(2) Fee(3)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12.5% Senior Notes due
2006.................... $155,000,000 95.984% $148,775,200 $39,277
--------------------------------------------------------------------------------
Guarantees of
guarantors(/4/)......... -- -- -- --
--------------------------------------------------------------------------------
Total.................. -- -- -- $39,277
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Exclusive of accrued interest, if any.
(3) Calculated pursuant to Rule 457(f)(1).
(4) No separate consideration will be received for the guarantees.
------------
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 that 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
ADDITIONAL REGISTRANTS (GUARANTORS)
ASAT Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
Cayman Same as indicated c/o P.O. Box 309 Not 3674
Islands on cover of Ugland House, applicable (Primary
(State or Registration South Church Street (I.R.S. Standard
other Statement George Town, Grand Employer Industrial
jurisdiction (Name, address Cayman Identification Classification
of and Cayman Islands Number) Code
incorporation telephone (1-345) 949-8066 Number)
or number (Address and
organization) of agent for telephone number of
service Registrant's
of process) principal executive
office)
ASAT Limited
(Exact Name of Registrant as Specified in Its Charter)
Hong Kong Same as 14th Floor Not 3674
(State or indicated on 138 Texaco Road applicable (Primary
other cover of Tsuen Wan, New (I.R.S. Standard
jurisdiction Registration Territories Employer Industrial
of Statement Hong Kong Identification Classification
incorporation (Name, (011)(852) 2408- Number) Code
or address and 7811 Number)
organization) telephone (Address and
number of telephone number of
agent for Registrant's
service principal executive
of process) office)
ASAT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Same as 46335 Landing 77-0202559 3674
California indicated on Parkway (I.R.S. (Primary
(State or cover of Fremont, California Employer Standard
other Registration 94338 Identification Industrial
jurisdiction Statement United States Number) Classification
of (Name, (510) 249-1222 Code
incorporation address and (Address and Number)
or telephone telephone number of
organization) number of Registrant's
agent for principal executive
service office)
of process)
Timerson Limited
(Exact Name of Registrant as Specified in Its Charter)
Hong Kong Same as 14th Floor Not 3674
(State or indicated on 138 Texaco Road applicable (Primary
other cover of Tsuen Wan, New (I.R.S. Standard
jurisdiction Registration Territories Employer Industrial
of Statement Hong Kong Identification Classification
incorporation (Name, (011)(852) 2408- Number) Code
or address and 7811 Number)
organization) telephone (Address and
number of telephone number of
agent for Registrant's
service principal executive
of process) office)
ASAT (Cayman) Limited
(Exact Name of Registrant as Specified in Its Charter)
Same as c/o P.O. Box 309 Not 3674
Cayman indicated on Ugland House, applicable (Primary
Islands cover of South Church Street (I.R.S. Standard
(State or Registration George Town, Grand Employer Industrial
other Statement Cayman Identification Classification
jurisdiction (Name, Cayman Islands Number) Code
of address and (1-345) 949-8066 Number)
incorporation telephone (Address and
or number of telephone number of
organization) agent for Registrant's
service principal executive
of process) office)
<PAGE>
The purpose of this Amendment No. 3 is to file information not previously filed
with the Commission as Exhibits 99.1, 99.2, 99.3 and 99.5.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers and Managers.
The Issuer
Section 18-108 of Subchapter I of the Delaware Limited Liability Company Act
provides: Subject to standards and restrictions set forth in its limited
liability company agreement, a limited liability company may, and shall have
the power to, indemnify and hold harmless any member or manager or other
person from and against any and all claims and demands whatsoever.
Section 4.3 of Article IV of the Limited Liability Company Operating
Agreement of ASAT (Finance) LLC provides: The Company shall indemnify and hold
harmless the Managers and their agents from and against all claims and demands
whatsoever against, and for all costs, losses, liabilities, damages and
expenses (including attorneys' fees) paid or accrued by, the Managers or their
agents in connection with the business of the Company, to the fullest extent
provided or allowed by the laws of the State. The satisfaction of any
indemnification and any holding harmless shall be from and limited to Company
Property. Such right of indemnification shall be subordinate and junior in
right of payment to the payment of other debts of the Company.
The Guarantors
ASAT Holdings Limited
Article 133 of the Restated Articles of Association of ASAT Holdings Limited
provides that every director, manager, officer and to a certain extent,
auditor, shall be indemnified out of the funds of ASAT Holdings Limited
against all liabilities incurred from defending any proceedings, whether civil
or criminal, in which judgement is given in his favor, or which he is
acquitted, or in connection with any application under the statute in which
relief from liability is granted to him by the court.
ASAT (Cayman) Limited
Article 123 of the Articles of Association of ASAT (Cayman) Limited provides
that every director, officer or trustee of ASAT (Cayman) Limited shall be
indemnified out of the assets of ASAT (Cayman) Limited against any costs,
charges, expenses, loss or liability incurred by him in or about the execution
of or otherwise in relation to his office except those incurred or sustained
by or through the own willful neglect or default respectively.
ASAT Limited
ASAT Limited is a company incorporated under the laws of Hong Kong. Section
165 of the Companies Ordinance of Hong Kong contains a general prohibition
against a company indemnifying its officers against any liability for
negligence, default, breach of duty or breach of trust, except for legal costs
incurred in defending proceedings in which judgment is given in the officer's
favor or in which the officer is acquitted or where relief is granted under
Section 358 of the Companies Ordinance. Section 358 empowers the court to
grant relief in certain circumstances to officers of a company in proceedings
for negligence, breach of duty or breach of trust against such officer.
Article 137 of ASAT Limited's Articles of Association provides that every
director, managing director, agent, auditor, secretary and other officer shall
be indemnified out of the assets of ASAT Limited against any
II-1
<PAGE>
liability incurred by him in relation to ASAT Limited in defending
proceedings, whether civil or criminal, in which judgment is given in his
favor or in which he is acquitted or in connection with an application under
Section 358 of the Companies Ordinance in which relief is granted to him by
the court.
Timerson Limited
Sections 165 and 358 of the Companies Ordinance of Hong Kong provide for
indemnification of directors and officers under certain circumstances. See "--
ASAT Limited" above.
Article 144 of the Articles of Association of Timerson Limited provides
that, subject to the Companies Ordinance of Hong Kong, every director and
other officer of Timerson Limited (including an auditor) shall be indemnified
out of the assets of Timerson Limited against any costs, charges, expenses,
loss or liability incurred by him in or about the execution of or otherwise in
relation to his office.
ASAT, Inc
Section 317 of the California Corporations Code provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expense incurred) arising under the
Securities Act.
Section 204 of the California Corporations Code allows a corporation,
subject to certain limitations, to eliminate the personal liability of a
director of a corporation to the corporation or to any of its stockholders for
monetary damages for a breach of fiduciary duty as a director. Corporations
may not eliminate or limit the liability of a director for any act or omission
occurring prior to the date when the provision becomes effective and they may
not eliminate or limit the liability of an officer for any act or omission as
an officer, notwithstanding that the officer is also a director or that his or
her actions, if negligent or improper, have been ratified by the directors.
Under Section 204, corporations may not eliminate or limit the liability of
directors:
(1) for acts or omissions that involve intentional misconduct or a knowing
and culpable violation of law;
(2) for acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that involve
the absence of good faith on the part of the director;
(3) for any transaction from which a director derived an improper personal
benefit;
(4) for acts or omissions that show a reckless disregard for the director's
duty to the corporation or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury
to the corporation or its shareholders;
(5) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders;
(6) under Section 310 concerning contacts or transactions between the
corporation and a director, or
(7) under Section 316 concerning directors' liability for improper
dividends, loans and guarantees.
Section 5.1 of ASAT, Inc.'s Articles of Incorporation provides that ASAT,
Inc. shall, to the maximum extent and in the manner permitted by the
California Corporations Code, indemnify each of its directors and officers
against costs and expenses incurred from any legal proceedings arising by
reason that such person is or was an agent of the corporation.
II-2
<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
1.1 Purchase Agreement, dated as of October 26, 1999, between ASAT
Holdings Limited, ASAT (Finance) LLC, ASAT Limited and its other
subsidiaries and Donaldson, Lufkin & Jenrette Securities
Corporation and Chase Securities Inc.*
3.1 Limited Liability Company Operating Agreement of ASAT (Finance)
LLC.*
3.2 Restated Memorandum and Articles of Association of ASAT Holdings
Limited as adopted on July 14, 2000.*
3.3 Memorandum and Articles of Association of VASTEARN Limited now
incorporated under the name of ASAT Limited.*
3.4 Articles of Association of ASAT, Inc.*
3.5 Memorandum and Articles of Association of Timerson Limited.*
3.6 Memorandum and Articles of Association of ASAT (Cayman) Limited.*
4.1 Registration Rights Agreement dated as of October 29, 1999, between
ASAT (Finance) LLC, ASAT Holdings Limited, ASAT Limited and its
other subsidiaries and Donaldson, Lufkin & Jenrette Securities
Corporation and Chase Securities Inc.*
4.2 Indenture dated as of October 29, 1999, between ASAT (Finance) LLC,
ASAT Holdings Limited and its subsidiaries, and The Chase Manhattan
Bank, as trustee.*
4.3 Form of the First Supplemental Indenture dated as of August ,
2000.*
4.4 Form of New Note.*
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP regarding the
validity of the 12 1/2% Senior Notes being registered.*
5.2 Opinion of counsel of ASAT, Inc. regarding the validity of the
guarantee of the 12 1/2% Senior Notes being registered.*
5.3 Opinion of Maples and Calder Asia regarding the validity of the
guarantee of the 12 1/2% Senior Notes being registered.*
5.4 Opinion of Slaughter and May regarding the validity of the
guarantee of the 12 1/2% Senior Notes being registered.*
8.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP regarding tax
matters.*
10.1 Amended and Restated Shareholders Agreement among Asia Opportunity
Fund, L.P., Chase Asia Investment Partners II (Y) LLC, the Co-
Investors listed therein, QPL International Holdings Limited, The
Industrial Investment Company Limited, QPL (US) Inc. (formerly
Worltek International, Ltd.) and ASAT Holdings Limited, dated as of
July 14, 2000.*
10.2 Shared Costs and Services Agreement among ASAT Limited, QPL
International Holdings Limited and QPL Limited, dated October 5,
1999.*
10.3 Lease Agreement among Sanwah Group Limited and ASAT Limited, dated
October 29, 1999.*
10.4 Agreement among ASAT, S.A., QPL International Holdings Limited,
ASAT (Cayman) Limited, ASAT Limited and ASAT, Inc. dated October
29, 1999 regarding sales agency and option to purchase ASAT, S.A.*
10.5 Agreement for Sale and Purchase between Motorola Semiconductors
Hong Kong Limited and ASAT Limited dated March 9, 2000 regarding
purchase of new facility in Hong Kong.+
10.6 Amended and Restated Co-Investment Agreement among Asia Opportunity
Fund, L.P., Chase Asia Investment Partners II (Y) LLC and the Co-
Investors listed therein dated as of July 14, 2000.*
10.7 Indemnity Agreement dated July 14, 2000 among Chase Asia Investment
Partners II (Y) LLC, Asia Opportunity Fund, L.P., Orchid Hong Kong
Investment Holdings, Reservoir-Olympus II, L.P., Olympus Capital
Asia, L.P., Olympus Capital Asia Offshore, L.P., Olympus Holdings,
L.P., Olympus-ASAT I, L.L.C., Olympus-ASAT II, L.L.C., The
Industrial Investment Company Limited and ASAT Holdings Limited.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
12.1 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of Deloitte Touche Tohmatsu.*
23.2 Consent of Milbank, Tweed, Hadley & McCloy (included in the
opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto).*
24.1 Power of Attorney.*
24.2 Powers of Attorney.*
25.1 Statement of Eligibility of the Trustee.*
99.1 Form of Letter of Consent and Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees regarding the Exchange Offering.
99.4 Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees regarding the Exchange
Offering.*
99.5 Form of Exchange Agency Agreement.
</TABLE>
---------------------
* Previously filed.
+ Incorporated herein by reference to registration statement on Form F-1
(Registration No. 333-12124).
Item 22. Undertakings.
The undersigned registrants hereby undertake:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrants' annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(2) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(3) That every prospectus: (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements
of Section 10 (a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of
this form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, ASAT (Finance) LLC has
duly caused this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on October 12, 2000.
ASAT (Finance) LLC
/s/ Jerry Lee
By: _____________________________
Name: Jerry Lee
Title: Manager
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jerry Lee Manager
---------------------------------------
Jerry Lee
* Manager
---------------------------------------
Andrew Liu
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, ASAT Holdings Limited
has duly caused this Registration Statement or amendment thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, on October 12,
2000.
ASAT Holdings Limited
By: /s/ Jerry Lee
------------------------------
Name: Jerry Lee
Title: Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jerry Lee Chief Executive Officer and Director
---------------------------------------
Jerry Lee
* Chief Financial Officer
---------------------------------------
J. Stanley Baumgartner, Jr
Finance Director
* (principal accounting officer)
---------------------------------------
Arthur Tsui
* Director and Chairman
---------------------------------------
Andrew Liu
* Director
---------------------------------------
Li Tung Lok
* Director
---------------------------------------
Lawrence Miao
Director
---------------------------------------
Gordon Campbell
Director
---------------------------------------
Maura Wong
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
----------------------------------------
Edward Cheng
* Director
----------------------------------------
Henry Cheng
* Director
----------------------------------------
Joseph Martin
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, ASAT Limited has duly
caused this Registration Statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 12, 2000.
ASAT Limited
/s/ Jerry Lee
By: _____________________________
Name:Jerry Lee
Title: Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Jerry Lee Chief Executive Officer and Director
---------------------------------------
Jerry Lee
* Chief Financial Officer
---------------------------------------
J. Stanley Baumgartner, Jr
Finance Director
* (principal accounting officer)
---------------------------------------
Arthur Tsui
* Director
---------------------------------------
Andrew Liu
* Director
---------------------------------------
Li Tung Lok
* Director
---------------------------------------
Joseph Martin
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, ASAT, Inc. has duly
caused this Registration Statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 12, 2000.
ASAT, Inc.
/s/ Jerry Lee
By: _____________________________
Name:Jerry Lee
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
Principal executive officer
---------------------------------------
James Healy
Principal financial officer and
* principal accounting officer
---------------------------------------
Fe Maliwat
/s/ Jerry Lee Director
---------------------------------------
Jerry Lee
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Timerson Limited has
duly caused this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on October 12, 2000.
Timerson Limited
/s/ Jerry Lee
By: _____________________________
Name: Jerry Lee
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Jerry Lee Director
---------------------------------------
Jerry Lee
* Director
---------------------------------------
Joseph Martin
* Director
---------------------------------------
Andrew Liu
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, ASAT (Cayman) Limited
has duly caused this Registration Statement or amendment thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, on October 12,
2000.
ASAT (Cayman) Limited
/s/ Jerry Lee
By: _____________________________
Name: Jerry Lee
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 12, 2000.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Jerry Lee Director
---------------------------------------
Jerry Lee
* Director
---------------------------------------
Joseph Martin
</TABLE>
/s/ Jerry Lee
*By: __________________
Jerry Lee
Attorney-in-Fact
II-11
<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the undersigned in the capacity
indicated on October 12, 2000.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
Director of ASAT, Inc., Authorized
Representative of ASAT Holdings Limited, ASAT
Limited, Timerson Limited, ASAT (Cayman)
/s/Jerry Lee Limited
---------------------------------------
Jerry Lee
</TABLE>
II-12
<PAGE>
INDEX TO EXHIBITS
Certain of the following documents are filed herewith. Certain other of the
following documents are to be filed with the Securities and Exchange commission
by amendment.
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
1.1 Purchase Agreement dated as of October 26, 1999, between ASAT
Holdings Limited, ASAT (Finance) LLC, ASAT Limited and its other
subsidiaries and Donaldson, Lufkin & Jenrette Securities
Corporation and Chase Securities Inc.*
3.1 Limited Liability Company Operating Agreement of ASAT (Finance)
LLC.*
3.2 Restated Memorandum and Articles of Association of ASAT Holdings
Limited as adopted on July 14, 2000.*
3.3 Memorandum and Articles of Association of VASTEARN Limited now
incorporated under the name of ASAT Limited.*
3.4 Articles of Association of ASAT, Inc.*
3.5 Memorandum and Articles of Association of Timerson Limited.*
3.6 Memorandum and Articles of Association of ASAT (Cayman) Limited.*
4.1 Registration Rights Agreement dated as of October 29, 1999, between
ASAT (Finance) LLC, ASAT Holdings Limited, ASAT Limited and its
other subsidiaries and Donaldson, Lufkin & Jenrette Securities
Corporation and Chase Securities Inc.*
4.2 Indenture dated as of October 29, 1999, between ASAT (Finance) LLC,
ASAT Holdings Limited and its subsidiaries, and The Chase Manhattan
Bank, as trustee.*
4.3 Form of the First Supplemental Indenture dated as of August ,
2000.*
4.4 Form of New Note.*
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP regarding the
validity of the 12 1/2% Senior Notes being registered.*
5.2 Opinion of counsel of ASAT, Inc. regarding the validity of the
guarantee of the 12 1/2% Senior Notes being registered.*
5.3 Opinion of Maples and Calder Asia regarding the validity of the
guarantee of the 12 1/2% Senior Notes being registered.*
5.4 Opinion of Richards Butler regarding the validity of the guarantee
of the 12 1/2% Senior Notes being registered.*
8.1 Opinion of Milbank, Tweed, Hadley & McCloy regarding tax matters.*
10.1 Amended and Restated Shareholders Agreement among Asia Opportunity
Fund, L.P., Chase Asia Investment Partners II (Y) LLC, the Co-
Investors listed therein, QPL International Holdings Limited, The
Industrial Investment Company Limited, QPL (US) Inc. (formerly
Worltek International, Ltd.) and ASAT Holdings Limited, dated as of
July 14, 2000.*
10.2 Shared Costs and Services Agreement among ASAT Limited, QPL
International Holdings Limited and QPL Limited, dated October 5,
1999.*
10.3 Lease Agreement among Sanwah Group Limited and ASAT Limited, dated
October 29, 1999.*
10.4 Agreement among ASAT, S.A., QPL International Holdings Limited,
ASAT (Cayman) Limited, ASAT Limited and ASAT, Inc. dated October
29, 1999 regarding sales agency and option to purchase ASAT, S.A.*
10.5 Agreement for Sale and Purchase between Motorola Semiconductors
Hong Kong Limited and ASAT Limited dated March 9, 2000 regarding
purchase of new facility in Hong Kong.+
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibits Description
-------- -----------
<C> <S>
10.6 Amended and Restated Co-Investment Agreement among Asia Opportunity
Fund, L.P., Chase Asia Investment Partners II (Y) LLC and the Co-
Investors listed therein dated as of July 14, 2000.*
10.7 Indemnity Agreement dated July 14, 2000 among Chase Asia Investment
Partners II (Y) LLC, Asia Opportunity Fund L.P., Orchid Hong Kong
Investment Holdings, Reservoir-Olympus II, L.P., Olympus Capital
Asia, L.P., Olympus Capital Asia Offshore, L.P., Olympus Holdings,
L.P., Olympus-ASAT I, L.L.C., Olympus-ASAT II, L.L.C., The
Industrial Investment Company Limited and ASAT Holdings Limited.*
12.1 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of Deloitte Touche Tohmatsu.*
23.2 Consent of Milbank, Tweed, Hadley & McCloy (included in the
opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto).*
24.1 Power of Attorney.*
24.2 Powers of Attorney.*
25.1 Statement of Eligibility of the Trustee.*
99.1 Form of Letter of Consent and Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees regarding the Exchange Offering.
99.4 Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees regarding the Exchange
Offering.*
99.5 Form of Exchange Agency Agreement.
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* Previously filed.
+ Incorporated herein by reference to registration statement on Form F-1
(Registration No. 333-12124).
2
