F-6 POS 1 e600277_f6pos-advancedsemi.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 As filed with the Securities and Exchange Commission on April 3, 2006. Registration No. 333-108834 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ---------------------- (Exact name of Registrar as Specified in its Articles of Incorporation) ---------------------- Advanced Semiconductor Engineering, Inc. (Translation of issuer's name into English) ---------------------- Taiwan, Republic of China (Jurisdiction of incorporation or organization of issuer) ------------------------------------ CITIBANK, N.A. (Exact name of depositary as specified in its charter) ---------------------- 388 Greenwich Street New York, New York 10013 (212) 816-6694 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) ---------------------- 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) ------------------------------------ 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 ------------------------------------ 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. 1 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. 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 ----------------------- ---------------------------- 1. Name of Depositary and address of its principal Face of Receipt - introductory article executive office 2. Title of Receipts and identity of deposited Face of Receipt - top center securities Terms of Deposit: (i) The amount of deposited securities Face of Receipt - upper right corner represented by one American Depositary Share (ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (16) deposited securities (17) and (26). (iii) The collection and distribution of Reverse of Receipt - Paragraph (14) dividends (iv) The transmission of notices, reports and Face of Receipt - Paragraph (13) proxy-soliciting material Reverse of Receipt - Paragraphs (16), (17) and (26).
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Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (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 securities Face of Receipt - Paragraphs (3), (6) resulting from dividends, splits or plans and (7); of reorganization Reverse of Receipt - Paragraphs (14) and (18). (vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (22) the deposit agreement and (23) (no provision for extensions). (viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph (13). the transfer books of the Depositary and the list of holders of Receipts (ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs (2), withdraw the underlying securities (3), (4), (6), (7), (9) and (10). (x) Limitation upon the liability of the Face of Receipt - Paragraph (7) 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. 1 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-2 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) Form of Amendment No. 1 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)(ii). (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. -- Filed herewith as Exhibit (b)(i). (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. -- Filed herewith as Exhibit (b)(ii). (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. II-3 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. II-4 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. 1 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. 1 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 3rd day of April, 2006. Legal entity created by the Amended and Restated Deposit Agreement, as amended, 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/ Susan A. Lucanto ---------------------------------------- Name: Susan A. Lucanto Title: Vice President II-5 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. 1 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 3rd day of April, 2006. Advanced Semiconductor Engineering, Inc. By: /s/ Joseph Tung ------------------------------------------- Name: Joseph Tung Title: Chief Financial Officer and Director II-6 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 3, 2006. Signature Title --------- ----- * Chief Executive Officer, Chairman, --------------------------- and Director Jason C. S. Chang (Principal Executive Officer) * President, Vice Chairman, and --------------------------- Director Richard H. P. Chang /s/ Joseph Tung Chief Financial Officer and Director, --------------------------- (Principal Financial and Accounting Joseph Tung Officer) * Executive Vice President and Director --------------------------- Chin Ko-Chien * Vice President and Director --------------------------- Jeffrey Chen * Director --------------------------- Tien Wu * By: /s/ Joseph Tung --------------------- Joseph Tung Attorney-in-fact II-7 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. 1 to Registration Statement on Form F-6 on the 3rd day of April, 2006. PUGLISI & ASSOCIATES By: /s/ Donald J. Puglisi --------------------------- Name: Donald J. Puglisi Title: Managing Director II-8 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a)(ii) Form of Amendment No. 1 to Amended and Restated Deposit Agreement (b)(i) Letter Agreement (b)(ii) Letter Agreement