As filed with the Securities and Exchange Commission on October 25, 2006
Registration No. 333-108834
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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(Exact name of Registrar as Specified in its Articles of Incorporation)
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Advanced Semiconductor Engineering, Inc.
(Translation of issuer's name into English)
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Taiwan, Republic of China
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Show-Mao Chen, Esq. Herman H. Raspe, Esq.
Davis Polk & Wardwell Patterson Belknap Webb & Tyler LLP
18th Floor, The Hong Kong Club Building 1133 Avenue of the Americas
3A Chater Road New York, New York 10036
Hong Kong (212) 336-2000
852-2533-3300
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It is proposed that this filing become effective under Rule 466:
(check the appropriate box)
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box |_|:
This Post-Effective Amendment No. 2 to Registration Statement on
Form F-6 may be executed in any number of counterparts, each of
which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 2 to the Amended and
Restated Deposit Agreement filed as Exhibit (a)(iii) to this Post-Effective
Amendment No. 2 to Registration Statement on Form F-6, which is incorporated
herein by reference.
II-1
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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 Face of Receipt - introductory article
principal executive office
2. Title of Receipts and identity of Face of Receipt - top center
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - upper right corner
securities represented by one
American Depositary Share
(ii) The procedure for voting, if Reverse of Receipt - Paragraphs (16)
any, the deposited securities (17) and (26).
(iii) The collection and Reverse of Receipt - Paragraph (14)
distribution of dividends
(iv) The transmission of notices, Face of Receipt - Paragraph (13)
reports and proxy-soliciting Reverse of Receipt - Paragraphs (16),
material (17) and (26).
II-2
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(v) The sale or exercise of rights Face of Receipt - Paragraph (2);
Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of Face of Receipt - Paragraphs (3), (6)
securities resulting from and (7);
dividends, splits or plans of Reverse of Receipt - Paragraphs (14)
reorganization and (18).
(vii) Amendment, extension or Reverse of Receipt - Paragraphs (22)
termination the deposit and (23) (no provision for
agreement extensions).
(viii) Rights of holders of Receipts Face of Receipt - Paragraph (13).
to inspect the transfer books
of the Depositary and the list
of holders of Receipts
(ix) Restrictions upon the right to Face of Receipt - Paragraphs (2),
deposit or withdraw the (3), (4), (6), (7), (9) and (10).
underlying securities
(x) Limitation upon the liability Face of Receipt - Paragraph (7)
of the Depositary Reverse of Receipt - Paragraphs (19)
and (20).
3. Fees and charges which may be imposed Face of Receipt - Paragraph (10).
directly or indirectly on holders of
Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
Advanced Semiconductor Engineering, Inc. (the "Company") will, upon the
effectiveness of this Post-Effective Amendment No. 2 to F-6 Registration
Statement on Form F-6, continue to be subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, will file certain reports with the United States Securities and
Exchange Commission (the "Commission"). These reports can be retrieved from the
Commission's website (www.sec.gov), and can be inspected by holders of ADSs and
copied at public reference facilities maintained by the Commission located at
100 F Street, N.E., Washington, D.C. 20549, and at the principal executive
office of the Depositary.
II-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Amended and Restated Deposit Agreement, dated as of September
29, 2000, by and among Advanced Semiconductor Engineering, Inc. (the "Company"),
Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial
Owners of American Depositary Shares evidenced by the American Depositary
Receipts issued thereunder.*
(a)(ii) Amendment No. 1 to Amended and Restated Deposit Agreement,
dated as of April 6, 2006, by and among the Company, the Depositary, and all
Holders and Beneficial Owners of American Depositary Shares evidenced by the
American Depositary Receipts issued thereunder. -- Filed herewith as Exhibit
(a)(ii).
(a)(iii) Form of Amendment No. 2 to Amended and Restated Deposit
Agreement, by and among the Company, the Depositary, and all Holders and
Beneficial Owners of American Depositary Shares evidenced by the American
Depositary Receipts issued thereunder. -- Filed herewith as Exhibit (a)(iii).
(b)(i) Letter Agreement, dated as of February 1, 2001, by and
between the Company and the Depositary for the sole purpose of accommodating the
surrender of the Company's Rule 144A Global Depositary Shares, the issuance of
American Depositary Shares and the delivery of American Depositary Receipts in
the context of the termination of the Company's Rule 144A Depositary Receipts
Facility.**
(b)(ii) Letter Agreement, dated as of September 25, 2003, by and
between the Company and the Depositary for the sole purpose of accommodating the
issuance of American Depositary Shares upon the Company's deposit of its shares
with the Depositary following the conversion of certain bonds issued by the
Company in accordance with, and subject to, the terms and conditions of the
indenture governing such bonds.**
(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 (3) years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered.*
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company.*
* Previously filed and incorporated by reference to the Registration Statement
on Form F-6 (Reg. No. 333-108834), filed with the Commission on September 16,
2003.
** Previously filed and incorporated by reference to the Post-Effective
Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-108834),
filed with the Commission on April 3, 2006.
II-4
Item 4. UNDERTAKINGS
(a) The Depositary 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 (30)
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
Amended and Restated Deposit Agreement, to be amended by Amendment No. 2 to
Amended and Restated Deposit Agreement, by and among Advanced Semiconductor
Engineering, Inc., Citibank, N.A., as depositary, and all Holders and Beneficial
Owners from time to time of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder, 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 Post-Effective Amendment No. 2 to 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 25th day of October, 2006.
Legal entity created by the Amended and
Restated Deposit Agreement, as amended
and supplemented, for the issuance of
American Depositary Receipts evidencing
American Depositary Shares issued as (i)
Share American Depositary Shares ("Share
ADSs"), each Share ADS representing five
(5) shares of Common Stock, par value NT
$10.00 per share ("Shares"), of Advanced
Semiconductor Engineering, Inc. (the
"Company") and (ii) Temporary American
Depositary Shares ("Temporary ADSs")
automatically exchangeable into Share
ADSs, each Temporary ADS representing an
undivided interest in a global
Certificate of Payment, each interest
representing the irrevocable right to
receive five (5) Shares from the
Company.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Emi Mak
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Name: Emi Mak
Title: Vice President
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Advanced
Semiconductor Engineering, Inc. 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 Post-Effective Amendment No. 2 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Taipei, Taiwan, Republic of China on this 25th day of October, 2006.
Advanced Semiconductor Engineering, Inc.
By: /s/ Joseph Tung
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Name: Joseph Tung
Title: Chief Financial Officer and
Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on October 25,
2006.
Signature Title
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* Chief Executive Officer, Chairman,
------------------------------------- and Director (Principal Executive
Jason C. S. Chang Officer)
* President, Vice Chairman, and
------------------------------------- Director
Richard H. P. Chang
/s/ Joseph Tung Chief Financial Officer and
------------------------------------- Director, (Principal Financial and
Joseph Tung Accounting Officer)
* Vice President and Director
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Jeffrey Chen
* Director
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Tien Wu
* By: /s/ Joseph Tung
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Joseph Tung
Attorney-in-fact
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
Advanced Semiconductor Engineering, Inc.
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Advanced Semiconductor
Engineering, Inc., has signed this Post-Effective Amendment No. 2 to
Registration Statement on Form F-6 on the 25th day of October, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
II-9
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(ii) Amendment No. 1 to
Amended and Restated
Deposit Agreement
(a)(iii) Form of Amendment No. 2
to Amended and Restated
Deposit Agreement