As filed with the Securities and Exchange Commission on October 31, 2016
Registration No. 333-137838
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ChipMOS TECHNOLOGIES (Bermuda) LTD.
(Exact name of issuer as specified in its charter)
| Bermuda | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
No. 1, R&D Rd. 1, Hsinchu Science Park
Hsinchu, Taiwan
Republic of China
(Address of Principal Executive Offices)
ChipMOS TECHNOLOGIES (Bermuda) LTD.
AMENDED AND RESTATED SHARE OPTION PLAN 2006
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
DEREGISTRATION OF UNSOLD SECURITIES
ChipMOS TECHNOLOGIES (Bermuda) LTD. (the “Company”) is filing this Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) to Registration Statement on Form S-8 to deregister all unsold securities previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 5, 2006, File No. 333-137838 (the “Registration Statement”), with respect to common shares of the Company, par value US$0.04 per share (the “Common Shares”), thereby registered for offer or sale pursuant to the ChipMOS TECHNOLOGIES (Bermuda) LTD. Amended And Restated Share Option Plan 2006. A total of 7,000,000 Common Shares were registered for issuance under the Registration Statement.
On January 21, 2016, the Company and ChipMOS TECHNOLOGIES INC. (“ChipMOS Taiwan”) entered into an agreement and plan of merger (the “Merger Agreement”), which was approved by the shareholders of the Company at the annual general meeting on August 12, 2016. On October 31, 2016, pursuant to the Merger Agreement, the Company was merged with and into ChipMOS Taiwan, with ChipMOS Taiwan continuing as the surviving corporation (the “Merger”).
As a result of the Merger, the Company has terminated all the offerings of its securities pursuant to the Registration Statement. The Company hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold as of the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits
The following documents are filed as part of this Registration Statement or incorporated by reference herein:
| Exhibit |
Document Description | |
| 24.1 - | Power of Attorney | |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hsinchu, Taiwan, Republic of China, on October 31, 2016.
| ChipMOS TECHNOLOGIES (Bermuda) LTD. | ||
| By: | /s/ Shih-Jye Cheng | |
| Name: | Shih-Jye Cheng | |
| Title: | Chairman and Director / Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on the date listed above:
| Name |
Title | |
| * |
Chairman and Director / Chief Executive Officer | |
| Shih-Jye Cheng | ||
| * |
Chief Financial Officer and Director | |
| Shou-Kang Chen | ||
| * |
Deputy Chairman and Independent Director | |
| Chin-Shyh Ou | ||
| * |
Director | |
| Hsing-Ti Tuan | ||
| * |
Independent Director | |
| Yeong-Her Wang | ||
| * |
Independent Director | |
| John Yee Woon Seto | ||
| * |
Director | |
| Chao-Jung Tsai | ||
| * |
Independent Director | |
| Rong Hsu | ||
| * |
Independent Director | |
| Antonio R. Alvarez | ||
| * | By: | /s/ Shih-Jye Cheng | ||
| Shih-Jye Cheng | ||||
| Attorney-in Fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ChipMOS TECHNOLOGIES (Bermuda) LTD., has signed this Registration Statement on October 31, 2016.
| ChipMOS U.S.A., INC. | ||
| By: | /s/ Shih-Jye Cheng | |
| Name: | Shih-Jye Cheng | |
| Title: | Director | |
EXHIBIT INDEX
| Exhibit |
Document Description | |
| 24.1 - | Power of Attorney, incorporated by reference to Exhibit 24.1 to the Registrant’s Post-Effective Amendment No.1 to Form S-8 Registration Statement (file No.333-137838) filed on September 23, 2016. | |