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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Integrated Packaging Assembly Corporation
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
457989101
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(CUSIP Number)
Calvin Lee
Orient Semiconductor Electronics, Limited
12-2 Nei Huan South RD. N.E.P.Z.
Kaohsiung 81120
Taiwan, ROC
886-7-3613131
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 26, 2000
(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 which 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.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
CUSIP No. 457989101
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1 NAME OF REPORTING PERSON
Orient Semiconductor Electronics, Limited
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Taiwan, ROC
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SOLE VOTING POWER
7
NUMBER OF
103,014,987
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
103,014,987
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
103,014,987 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
74.0%
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TYPE OF REPORTING PERSON
14
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D relates to the Common Stock, $0.001 par
value per share (the "Common Stock"), of Integrated Packaging Assembly
Corporation, a Delaware corporation ("IPAC"). The principal executive offices of
IPAC are located at 2221 Old Oakland Road, San Jose, California 95131.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Orient Semiconductor
Electronics, Limited, a Taiwanese corporation ("OSE") traded on the
Taiwan Stock Exchange. OSE is one of the leading integrated circuit
packaging and contract electronic manufacturing companies in the world
providing services to original equipment manufacturers and brand name
companies for electronic products.
(b) The address of the principal office and principal business of OSE is
12-2 Nei Huan South RD. N.E.P.Z. Kaohsiung 81120 Taiwan, ROC.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of OSE's executive officers
and directors and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
(d) During the past five years, neither OSE nor, to OSE's knowledge, any
person named in Schedule I to this Schedule 13D, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither OSE nor, to OSE's knowledge, any
person named in Schedule I to this Schedule 13D, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree
or final order enjoining future violations of or prohibiting or mandating
activity subject to Federal or State securities laws or finding any
violation with respect to such laws.
(f) All of the directors and executive officers of OSE named in Schedule
I to this Schedule 13D are citizens of Taiwan, ROC, except for Edward S.
Duh who is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchase by OSE was made from working capital, and the amount of funds used
was $6,000,000.
ITEM 4. PURPOSE OF TRANSACTION
(a) Pursuant to a Stock Purchase Agreement dated as of December 26, 2000
(the "Purchase Agreement"), OSE purchased 3,023,225 shares of Series B
Convertible Preferred Stock (the "Series B Preferred") for investment
purposes. Each share of Series B Preferred is convertible into
13.74877050 shares of Common Stock, and all of the shares of Series B
Preferred issued to OSE are convertible into an aggregate of 41,565,626
shares of Common Stock, representing 29.9% of all outstanding shares of
Common Stock. The description contained in this Item 4 of the
transactions contemplated by the Purchase Agreement is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy
of which is attached to this Schedule 13D as Exhibit 99.1.
(b) - (d) Not applicable.
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(e) As contemplated by the Purchase Agreement, the Board of Directors of
IPAC designated 3,023,225 shares of preferred stock as Series B Preferred
with rights and privileges as set forth in the Certificate of Designation
of Series B Convertible Preferred Stock as filed with the State of
Delaware on December 21, 2000 (the "Certificate of Designation"). The
description contained in this Item 4 of the transactions contemplated by
the Certificate of Designation is qualified in its entirety by reference
to the full text of the Certificate of Designation, a copy of which is
attached to this Schedule 13D as Exhibit 99.2.
(f) Not applicable.
(g) The Certificate of Designation sets forth the rights and privileges
of Series A Preferred.
(h) - (i) Not applicable.
(j) Other than as described above, OSE currently has no plan or proposal
which relates to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although OSE reserves the right to develop
and adopt such plans in the future).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) OSE beneficially owns and has sole power to vote or to direct
the vote or to dispose or direct the disposition of an aggregate of
103,014,987 shares of Common Stock, of which 41,246,312 are shares that
may be obtained through conversion of 3,000,000 shares of IPAC Series A
Preferred Stock owned by OSE, 20,203,049 are shares of Common Stock owned
by OSE prior to the transaction described in Item 4 hereof, and
41,565,626 are shares of Common Stock into which 3,023,225 shares of
Series B Preferred are convertible in accordance with the rights and
privileges set forth in the Certificate of Designation described in Item
4 hereof. Such aggregate number of shares constitutes 74.0% of the issued
and outstanding shares of Common Stock as of December 26, 2000.
Calvin Lee beneficially owns and has sole power to vote or to direct the
vote or to dispose or direct the disposition of an aggregate of 4,267,544
shares of Common Stock. Such shares constitute 3.1 % of the issued and
outstanding shares of Common Stock as of December 26, 2000.
Eugene S. Duh beneficially owns and has sole power to vote or to direct
the vote or to dispose or direct the disposition of an aggregate of
3,048,246 shares of Common Stock. Such shares constitute 2.2 % of the
issued and outstanding shares of Common Stock as of December 26, 2000.
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(c) OSE, Mr. Lee, and Mr. Duh have not effected any transaction in Common
Stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to OSE's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of IPAC, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Stock Purchase Agreement dated as of December 26, 2000, by and
between Integrated Packaging Assembly Corporation, a Delaware
corporation, and Orient Semiconductor Electronics, Limited, a Taiwanese
corporation.
99.2 Certificate of Designation of Series B Convertible Preferred Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 5, 2001 ORIENT SEMICONDUCTOR ELECTRONICS, LIMITED
By: /s/ Calvin Lee
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Calvin Lee
President
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF ORIENT SEMICONDUCTOR ELECTRONICS,
LIMITED
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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Mei-Shou Duh Yang Director, Chairman of the Board,
Orient Semiconductor Electronics, Limited
Eugene C.Y. Duh Director, Orient Semiconductor Electronics, Limited
Edward S. Duh Director and Vice President, Orient Semiconductor
Electronics, Limited
Ping-Ping Chang Chao Director, Orient Semiconductor Electronics, Limited
Kwan-Fen Wang Chen Director, Orient Semiconductor Electronics, Limited
Teng-Kung, Liu Director, Orient Semiconductor Electronics, Limited
Calvin Lee Director and President, Orient Semiconductor
Electronics, Limited
Hui-Mei Tsai Supervisor, Orient Semiconductor Electronics, Limited
Hsaio Fen, Ku Supervisor, Orient Semiconductor Electronics, Limited
A-Mei Chen Vice-President, Orient Semiconductor Electronics,
Limited
Yin-Hsing Chiang Vice-President, Orient Semiconductor Electronics,
Limited
All individuals named in the above table are employed by Orient Semiconductor
Electronics, Limited. The address of Orient Semiconductor Electronics, Limited
principal executive office is 12-2 Nei Huan South RD. N.E.P.Z. Kaohsiung 81120
Taiwan, ROC.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C> <C>
99.1 Stock Purchase Agreement dated as of December 26, 2000,
by and between Integrated Packaging Assembly Corporation, a
Delaware corporation, and Orient Semiconductor Electronics, Limited,
a Taiwanese corporation
99.2 Certificate of Designation of Series B Convertible Preferred Stock
</TABLE>
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