UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 23, 2009
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-29472
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23-1722724 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
October 23, 2009, Amkor Technology, Inc., Toshiba Corporation
and Nakaya Microdevices Corporation (“NMD”) issued a joint
press release announcing that they had
signed definitive agreements for the formation of a joint venture to provide semiconductor assembly and final testing services
in Japan.
Amkor and
Toshiba are expected to acquire 30% and 10% of the common shares of
NMD for approximately 1.5 billion JPY (approximately $17 million)
and 0.5 billion JPY (approximately $6 million), respectively. NMD will
change its name to J-Devices Corporation. J-Devices is expected to
borrow approximately 8.5
billion JPY (approximately $95 million) in new debt financing and to acquire the back-end process business
of Toshiba LSI Package Solutions Corporation (“TPACS”), which is a Japan-based semiconductor
packaging company wholly owned by Toshiba, and certain system LSI and memory back-end process and
wafer probing equipment from TPACS and Toshiba for approximately 8.7 billion JPY (approximately
$97 million). J-Devices is also expected to enter into a supply agreement, a license agreement, support
services agreements and various other agreements with Toshiba and TPACS. TPACS’ employees working
for the transferred business are expected to be seconded to J-Devices for a year and then transfer
to J-Devices.
Amkor is expected to acquire certain assembly and test
equipment from Toshiba and TPACS for approximately
4.0 billion JPY (approximately $45 million) and lease such equipment to J-Devices. The lease
would have a three-year term with aggregate annual rental payments of approximately 1.1 billion JPY
(approximately $12 million) plus a finance charge equal to the Tokyo Interbank Offered Rate plus 2.8%,
insurance and taxes. J-Devices would also have an option to purchase the equipment at the end of
the lease term for approximately 1.0 billion JPY (approximately
$11 million). J-Devices is also expected
to enter into procurement, sales support and various other agreements with Amkor.
In
addition, Amkor is expected to have the right to acquire up to a 60%
interest in the common shares of
J-Devices in 2012, up to 65.7% in 2014 and up to 80% in 2015 and thereafter. The parties expect to
enter into a shareholders’ agreement under which significant actions would require unanimous board or
unanimous shareholder consent, unless Amkor exercises all of its options to acquire additional
shares. Mr. Yoshifumi Nakaya, President and CEO of NMD, will serve as the
representative director of J-Devices so long as the ownership percentage of the original
shareholders of NMD is greater than or equal to 30% and Mr. Nakaya meets certain performance
standards. In certain circumstances, generally if Amkor has exercised certain of the foregoing
purchase rights and the other investors so request, Amkor is expected to have the obligation to
purchase up to an additional 10% and 20% of the common shares in 2014 and 2015, respectively, and
thereafter. The purchase price for any additional common shares would be a formula price based on
a multiple of EBITDA and net asset value.
Amkor is
expected to account for its initial investment in J-Devices using the equity method.
The closing under the definitive documents is expected to take place on October 30 and is subject
to customary closing conditions, including receipt of debt financing.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Text of Press Release dated October 23, 2009. |