8-K 1 d8k.htm CURRENT REPORT ON FORM 8-K Current Report on Form 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

July 23, 2004

 


 

ChipPAC, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   000-31173   77-0463048

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

47400 Kato Road

Fremont, California 94538

(Address of Principal Executive Offices) (Zip Code)

 

(510) 979-8200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 


 


Item 5.    Other Events

 

As previously reported in ChipPAC Inc.’s (“ChipPAC”) Current Report on Form 8-K dated February 10, 2004, ChipPAC and ST Assembly Test Services Ltd (“STATS”) announced a definitive agreement for the merger of a wholly-owned subsidiary of STATS with an into ChipPAC in a stock-for-stock transaction (the “Merger”). As a result of the Merger, ChipPAC will become a wholly owned subsidiary of STATS creating an independent semiconductor assembly and test solutions company. In addition, STATS will be renamed “STATS ChipPAC Ltd.” Under the terms of the merger agreement, ChipPAC stockholders will be entitled to receive 0.87 American Depositary Shares of STATS in exchange for each of their shares of ChipPAC Class A Common Stock. The Merger, which is expected to be completed August 4, 2004 (Pacific time) (which is August 5, 2005 (Singapore time)) is subject to customary closing conditions, including the approval of stockholders of both companies.

 

Attached and incorporated by reference herein as Exhibit 99.1 is unaudited pro forma condensed combined consolidated financial statements giving effect to the proposed Merger using the purchase method of accounting for the business combination.

 

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

 

(a) Exhibits

 

Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-K.


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated:    July 23, 2004

     

ChipPAC, Inc.

            By:   /s/ Michael Potter
           

Name: Michael Potter

Title:   Acting Chief Financial Officer


EXHIBIT INDEX

 

Number

  

Exhibit Description


99.1    The unaudited pro forma condensed combined consolidated financial statements giving effect to the proposed merger between STATS and ChipPAC.