-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0O9IqFzNwEFlrRn2DfUSs8hAMsXm47x6gAA5GYU2zXXxxmFEhh2HcTGfXpwzfJy Rq4ApVQU/ukhjbZa10/CPw== 0000898430-02-000251.txt : 20020414 0000898430-02-000251.hdr.sgml : 20020414 ACCESSION NUMBER: 0000898430-02-000251 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020125 EFFECTIVENESS DATE: 20020125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIPPAC INC CENTRAL INDEX KEY: 0001093779 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770463048 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-81362 FILM NUMBER: 02517133 BUSINESS ADDRESS: STREET 1: 3151 CORONADO DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4084865900 MAIL ADDRESS: STREET 1: 3151 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 S-3MEF 1 ds3mef.txt FORM S-3 MEF As filed with the Securities and Exchange Commission on January 25, 2002 ================================================================================ Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- ChipPAC, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 77-0463048 (State or Other Jurisdiction (I.R.S. Employer Identification Number) of Incorporation or Organization) 47400 Kato Road, Fremont, California 94538 (510) 979-8000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Dennis P. McKenna President & Chief Executive Officer ChipPAC, Inc. 47400 Kato Road, Fremont, California 94538 (510) 979-8000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: Eva Herbst Davis, Esq. Stephen L. Burns, Esq. Kirkland & Ellis Cravath, Swaine & Moore 777 South Figueroa Street Worldwide Plaza Los Angeles, California 90017 825 Eighth Avenue (213) 680-8400 New York, New York 10019 (212) 474-1000 ---------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| Registration No. 333-76554 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ---------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================= Proposed Proposed Maximum Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Offering Registration Securities to be Registered Registered Per Share (1) Price (1) Fee (2) - ------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share... 2,300,000 $6.05 $13,915,000 $1,281 =========================================================================================================================
(1) Based on the average of the high and low prices of our Class A common stock as reported on the Nasdaq National Market on January 24, 2002. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. (2) The Registrant previously paid total registration fees of $19,504 in connection with its Registration Statement on Form S-3 (Registration No. 333-76544) which registered a maximum aggregate offering price of $81,604,000 of our Class A common stock. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, this Registration Statement relates to the registration of Class A common stock for an additional maximum aggregate offering price of $13,915,000. Therefore, an additional registration fee of $1,281 is being transmitted herewith. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement hereby incorporates by reference the contents of the ChipPAC, Inc. Registration Statement on Form S-3 (Registration No. 333-76554). The form of prospectus contained in the earlier effective registration statement will reflect the aggregate amount of Class A common stock registered in this registration statement and the earlier effective registration statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. II-1 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, ChipPAC, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on January 25, 2002. CHIPPAC, INC. By: /s/ Dennis P. McKenna -------------------------------------- Dennis P. McKenna Chairman of the Board, President and Chief Executive Officer * * * * POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis P. McKenna, Robert Krakauer and Patricia H. McCall, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in her/her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement on Form S-3 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the indicated capacities on January 25, 2002. Signatures Capacity - ---------- -------- Chairman of the Board, President and /s/ Dennis P. McKenna Chief Executive Officer - ----------------------------------- (Principal Executive Officer) Dennis P. McKenna /s/ Robert Krakauer Chief Financial Officer (Principal - ----------------------------------- Financial Officer) Robert Krakauer /s/ Michael G. Potter Corporate Controller (Principal - ----------------------------------- Accounting Officer) Michael G. Potter II-2 /s/ Edward Conard Director - ----------------------------------- Edward Conard /s/ Marshall Haines Director - ----------------------------------- Marshall Haines /s/ Michael A. Delaney Director - ----------------------------------- Michael A. Delaney /s/ Paul C. Schorr IV Director - ----------------------------------- Paul C. Schorr IV /s/ Chong Sup Park Director - ----------------------------------- Chong Sup Park II-3 EXHIBIT INDEX ------------- Number Description ------ ----------- 5.1 Opinion of Kirkland & Ellis. 23.1 Consent of Kirkland & Ellis (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on the signature page hereto). II-4 EX-5.1 3 dex51.txt OPINION OF KIRKLAND & ELLIS EXHIBIT 5.1 KIRKLAND & ELLIS PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS 777 South Figueroa Los Angeles, California 90017 Telephone: 213-680-8400 Facsimile: 213-680-8500 January 25, 2002 ChipPAC, Inc. 47400 Kato Road Fremont, California 94538 Re: ChipPAC, Inc. Registration Statement on Form S-3 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to ChipPAC, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of up to 2,300,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock"), including 300,000 of shares of Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on January 25, 2002, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The Common Stock is to be sold pursuant to an underwriting agreement among the Company, Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Thomas Weisel Partners LLC, as representatives for the several underwriters named therein (the "Underwriting Agreement"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and such documents, corporate records and other instruments as we have deemed necessary to enable us to render this opinion. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents, including the Common Stock, by any applicable parties thereto other than the Company. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that the Common Stock has been duly authorized and, when (i) the Registration Statement becomes effective under the Act, (ii) the Board of Directors of the Company has taken all necessary action to approve the issuance and sale of the Common Stock, (iii) the Common Stock has been duly executed and delivered on behalf of the Company countersigned by the Company's transfer agent/registrar and (iv) the Common Stock is issued in accordance with the terms of the Underwriting Agreement upon receipt of the consideration to be paid therefor, the Common Stock will be validly issued, fully paid and nonassessable. 1 We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of New York or California or the General Corporation Law of the State of Delaware or the federal law of the United States be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you pursuant to the applicable rules and regulations promulgated under the Act in connection with the filing of the Registration Statement. Sincerely, /s/ KIRKLAND & ELLIS Kirkland & Ellis 2 EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP. Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated January 25, 2001, relating to the financial statements and the financial statement schedule, which appear in ChipPAC's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP San Jose, California January 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----