PSI TECHNOLOGIES HOLDINGS, INC.

0001145549-08-000334.txt : 20080214 0001145549-08-000334.hdr.sgml : 20080214 20080214171018 ACCESSION NUMBER: 0001145549-08-000334 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: GREATHILL PTE LTD GROUP MEMBERS: PRIMASIA PE HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PSI TECHNOLOGIES HOLDINGS INC CENTRAL INDEX KEY: 0001106714 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51060 FILM NUMBER: 08618678 BUSINESS ADDRESS: STREET 1: ELECTRONICS AVE STREET 2: FTI COMPLEX, TAGUIG, METRO MANILA CITY: PHILIPPINES STATE: R6 ZIP: 00000 BUSINESS PHONE: 0116328384 MAIL ADDRESS: STREET 1: AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 1333 NEW HAMPSHIRE AVE., NW CITY: WASHINGTON STATE: DC ZIP: 20036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Primasia ant Bridge No.1 Greater China Secondary Fund, L.P. CENTRAL INDEX KEY: 0001427307 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O 4F-2, NO. 99 FU HSIN N. ROAD CITY: TAIPEI STATE: F5 ZIP: 105 BUSINESS PHONE: 886-2-2547-0295 MAIL ADDRESS: STREET 1: C/O 4F-2, NO. 99 FU HSIN N. ROAD CITY: TAIPEI STATE: F5 ZIP: 105 SC 13G 1 u93212sc13g.htm PSI TECHNOLOGIES HOLDINGS, INC. PSI TECHNOLOGIES HOLDINGS, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934
(Amendment No. )*

PSi Technologies Holdings, Inc.

(Name of Issuer)

Common shares, nominal value PHP 1²/3 per share

(Title of Class of Securities)

74438Q109

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)

	o		Rule 13d-1(c)

	þ		Rule 13d-1(d)

* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


SIGNATURE
Exhibit Index
EXHIBIT A - JOINT FILING AGREEMENT


CUSIP No.		74438Q109


1	NAMES OF REPORTING PERSONS Greathill Pte. Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Republic of Singapore

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,955,741*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,955,741*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,955,741*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.7%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* See Item 4 of Schedule.

** Based on 13,289,525 common shares reported as outstanding as of September 30, 2007 in the Issuer’s report on Form 6-K (File No. 000-30582) filed with the Securities and Exchange Commission on November 7, 2007.

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CUSIP No.		74438Q109


1	NAMES OF REPORTING PERSONS Primasia ant Bridge No.1 Greater China Secondary Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,955,741*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,955,741*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,955,741*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.7%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* See Item 4 of Schedule.

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CUSIP No.		74438Q109


1	NAMES OF REPORTING PERSONS Primasia PE Holdings Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,955,741*

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,955,741*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,955,741*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.7%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* See Item 4 of Schedule.

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Item 1(a).		Name of Issuer:

		The name of the issuer is PSi Technologies Holdings, Inc., a company organized under the laws of the Republic of Philippines (the “Issuer”).

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		The principal executive offices of the Issuer are located at FTI Special Economic Zone, Electronics Avenue, Taguig City, 1604, Philippines.

Item 2(a).		Name of Person Filing:

		The persons filing this report are:

	(1)		Greathill Pte. Ltd. (“Greathill”);

	(2)		Primasia ant Bridge No.1 Greater China Secondary Fund, L.P. (“PABN1”); and

	(3)		Primasia PE Holdings Limited (“PPEH”).

Item 2(b).		Address of Principal Business Office or, if none, Residence:

		The address of the principal business office of each of PABN1 and PPEH is 4F-2, No. 99, Fu Hsin N. Road, Taipei, Taiwan, R.O.C. (105).

		The address of the principal business office of Greathill is 6 Battery Road #42-01 Singapore 049909.

Item 2(c).		Citizenship:

		PABN1 is a limited partnership organized under the laws of the Cayman Islands. PPEH is a corporation organized under the laws of the British Virgin Islands. Greathill is a corporation organized under the laws of the Republic of Singapore.

Item 2(d).		Title of Class of Securities:

		This information statement relates to the common shares, nominal value PHP 1²/3 per share (“Common Shares”).

Item 2(e).		CUSIP Number:

		The CUSIP number of the Common Shares is 74438Q109.

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		Not Applicable.

Item 4.		Ownership.

(a)

Amount beneficially owned: 1,955,741

As of December 31, 2007, Greathill directly owned 1,955,741 Common Shares. Greathill is wholly owned by PABN1. The sole general partner of PABN1 is PPEH. Accordingly,

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each of PABN1 and PPEH may be deemed to beneficially own the 1,955,741 Common Shares directly owned by Greathill.

(b)

Percent of class: 14.7%*

		The 1,955,741 Common Shares directly owned by Greathill constitute approximately 14.7%* of the Common Shares outstanding as of September 30, 2007.

		The 1,955,741 Common Shares that may be deemed to be beneficially owned by PABN1 constitute approximately 14.7%* of the Common Shares outstanding as of September 30, 2007.

		The 1,955,741 Common Shares that may be deemed to be beneficially owned by PPEH constitute approximately 14.7%* of the Common Shares outstanding as of September 30, 2007.

		*Based on 13,289,525 Common Shares reported as outstanding as of September 30, 2007 in the Issuer’s report on Form 6-K (File No. 000-30582) filed with the Securities and Exchange Commission on November 7, 2007.

(c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Common Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote:

			Greathill: 1,955,741; PABN1: 1,955,741; and PPEH: 1,955,741.

	(iii)		Sole power to dispose or to direct the disposition of: 0

	(iv)		Shared power to dispose or to direct the disposition of:

			Greathill: 1,955,741; PABN1: 1,955,741; and PPEH: 1,955,741.

Item 5.		Ownership of Five Percent or Less of a Class.

		Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable.

Page 6 of 10

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certification.

		Not Applicable.

Page 7 of 10

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.


Dated: February 14, 2008	Greathill Pte. Ltd.
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

Dated: February 14, 2008	Primasia ant Bridge No.1 Greater China Secondary Fund, L.P.
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

Dated: February 14, 2008	Primasia PE Holdings Limited
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

Page 8 of 10

Exhibit Index

Exhibit A

Joint Filing Agreement, dated February 14, 2008, among Greathill Pte. Ltd., Primasia ant Bridge No.1 Greater China Secondary Fund, L.P. and Primasia PE Holdings Limited.

Page 9 of 10

EX-99.A 2 u93212exv99wa.htm EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A - JOINT FILING AGREEMENT

Exhibit A

JOINT FILING AGREEMENT

We, the signatories of this Statement on Schedule 13G to which this Agreement is attached, hereby agree that such Statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.


Dated: February 14, 2008	Greathill Pte. Ltd.
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

Dated: February 14, 2008	Primasia ant Bridge No.1 Greater China Secondary Fund, L.P.
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

Dated: February 14, 2008	Primasia PE Holdings Limited
	By:	/s/ Shunsa Hayashi
		Name:	Shunsa Hayashi
		Title:	Director

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