-----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, Wpa/VJGoKiQot4SuhKPSB9KYOdNXmeWiEAWSmQHQ/TPzDzAhXHR3l0TQUcWcJLBv TK241nGLliuSohhYg9EYHw== 0001145549-05-001871.txt : 20051101 0001145549-05-001871.hdr.sgml : 20051101 20051101060730 ACCESSION NUMBER: 0001145549-05-001871 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20051101 DATE AS OF CHANGE: 20051101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOREA THRUNET CO LTD CENTRAL INDEX KEY: 0001097714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30374 FILM NUMBER: 051167767 BUSINESS ADDRESS: STREET 1: 1337-20 SEOCHO-2DONG STREET 2: SEOCHO-KU CITY: SEOUL KOREA 137-751 STATE: M4 ZIP: 00000 BUSINESS PHONE: 01182234888114 MAIL ADDRESS: STREET 1: 1337-20 SEOCHO-2DONG STREET 2: SEOCHO-KU CITY: SEOUL KOREA 137-751 STATE: M4 ZIP: 00000 20-F/A 1 h00148e20vfza.txt KOREA THRUNET CO., LTD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F/A (AMENDMENT NO. 1) (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ or __________ Commission file number: 000-30374 --------- KOREA THRUNET CO., LTD. (Exact name of registrant as specified in its charter) The Republic of Korea (Jurisdiction of incorporation or organization) Asia One Building 17-7 Yoido-dong Youngdeungpo-ku Seoul, Korea 150-874 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Title of Each Class Name of each exchange on which registered Class A common shares, par value Won 2,500 per share .............. N/A Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. Class A common shares, par value Won 2,500 per share ................. 7,802,601 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ----- Indicate by check mark which financial statement item the registrant has selected to follow. Item 17 Item 18 X ------ -------- EXPLANATORY NOTE This Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended December 31, 2004, which was filed with the U.S. Securities and Exchange Commission on July 15, 2005 (the "2004 Form 20-F"), is being filed to add to Item 18 the audit report of Samil PricewaterhouseCoopers, an independent registered public accounting firm, with respect to our consolidated financial statements as of December 31, 2002 and 2003 and for the fiscal years ended December 31, 2002 and 2003. Such audit report was inadvertently omitted from the 2004 Form 20-F. Our consolidated financial statements as of December 31, 2004 and for the fiscal year ended December 31, 2004 were audited by Deloitte HanaAnjin LLC, an independent registered public accounting firm. The report of Deloitte HanaAnjin LLC on the consolidated financial statements as of and for the fiscal year ended December 31, 2004 was filed with the 2004 Form 20-F. This Amendment No. 1 continues to speak as of the date of the original filing of the 2004 Form 20-F and does not purport to amend, update or restate (other than as described above) the information contained in the 2004 Form 20-F filed on July 15, 2005 or reflect any events that have occurred after the 2004 Form 20-F was filed. ITEM 18 -- FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm To the Trustee and Stockholders of Korea Thrunet Co., Ltd.: In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Korea Thrunet Co., Ltd. and its subsidiaries (the "Company") at December 31, 2003, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of the Company's operations and realization of its assets and payment of its liabilities in the ordinary course of business. As discussed in Note 1 to the consolidated financial statements, on March 3, 2003, the Company filed a voluntary petition for corporate reorganization, under the Korean Corporate Reorganization Act, which was approved by the Court on June 25, 2003. On January 9, 2004, the Company's reorganization plan was accepted by its creditors and equity committees, and confirmed by the Court. As a result, the receiver is now responsible for the implementation of the reorganization plan. While these factors raise substantial doubt about the Company's ability to continue as a going concern, the financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/Samil PricewaterhouseCoopers Samil PricewaterhouseCoopers Seoul, Korea March 19, 2004 ITEM 19 -- EXHIBITS Documents filed as exhibits to this annual report:
Exhibit Number Description - ------- ----------- 1.1 X Articles of Incorporation of Thrunet as amended on April 29, 2005 (English translation).(6) 4.1 -- Agreement on Supply and Use of GBS Circuit dated February 27, 2001, between Thrunet and Powercomm (including English translation).*(2) 4.2 X Agreement for Improvement of Financial Structure dated September 14, 2001, between Thrunet and KDB (including English translation).(3) 4.3 X Agreement on the Establishment of, Contribution to and General Matters relating to Korea.com dated June 12, 2001, between Thrunet and Korea.com Communications (including English translation).(3) 4.4 X Accounts Receivable Transfer Agreement dated June 29, 2001, between Thrunet and Multiplus Ltd. (including English translation).(3) 4.5 X Trust Deed dated December 12, 2001, between Thrunet and Kookmin Bank (including English translation).(3) 4.6 X Beneficiary Certificates Assignment Agreement dated December 12, 2001, between Thrunet and ENS Securitization Limited (including English translation).(3) 4.7 X Agreement on Provision and Use of Facilities dated July 21, 2001, between Thrunet and SK Telecom (including English translation).(3) 4.8 X Subscribers and Assets Transfer Agreement dated August 31, 2001, between Thrunet and SK Telecom (including English translation).(3) 4.9 X Agreement on Provision and Use of Telecommunication Facilities dated June 18, 2001, between Thrunet and Dacom Corporation (including English translation).(3) 4.10 X Agreement on Provision of Transferred Facilities following Asset Transfer Agreement dated July 31, 2002, between Thrunet and Powercomm (English translation).(4) 4.11 X Agreement Supplemental to the Agreement on Provision and Use of Fiber Optic Communication Cable Facilities dated January 1, 2004, between Thrunet and SK Telecom (English translation).(5) 4.12 X Agreement for Acquisition of Korea Thrunet Co., Ltd. dated February 4, 2005, between Thrunet and hanarotelecom incorporated (English translation).(6) 8.1 X A list of Thrunet's significant subsidiaries.(6) 11.1 X Code of Ethics (English translation).(6) 12.1 X Section 302 Certification of Chief Executive Officer or Equivalent pursuant to Rule 13a-14(a).(7) 12.2 X Section 302 Certification of Chief Financial Officer or Equivalent pursuant to Rule 13a-14(a).(7) 13.1 X Section 906 Certification required by Rule 13a-14(b) and 18 U.S.C. Section 1350.(7) 14.1 X Network Operator Designation (including English translation).(1) 14.2 X Network Service Provider License for Internet Access Services (including English translation).(6) 14.3 X Special Service Provider (Type 2 Reseller) License as amended on April 21, 2005 (including English translation).(6)
* Confidential treatment has been requested. Confidential materials have been redacted and have been separately filed with the Securities and Exchange Commission. 1 Previously filed with the annual report on Form 20-F for the fiscal year ended December 31, 1999. 2 Previously filed with the annual report on Form 20-F for the fiscal year ended December 31, 2000. 3 Previously filed with the annual report on Form 20-F for the fiscal year ended December 31, 2001. 4 Previously filed with the annual report on Form 20-F for the fiscal year ended December 31, 2002. 5 Previously filed with the annual report on Form 20-F for the fiscal year ended December 31, 2003. 6 Previously filed as an exhibit to our Form 20-F (File No. 000-30374) filed on July 15, 2005 and incorporated herein by reference. 7 Filed herewith. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this annual report on its behalf. Date: November 1, 2005 KOREA THRUNET CO., LTD. By: /s/ Soon-Yub Samuel Kwon -------------------------------- Name: Soon-Yub Samuel Kwon Title: Chief Executive Officer EX-12.1 2 h00148exv12w1.txt EX-12.1 SECTION 302 CERTIFICATION OF CEO EXHIBIT 12.1 ------------ CERTIFICATION OF CHIEF EXECUTIVE OFFICER OR EQUIVALENT I, SOON-YUB SAMUEL KWON, certify that: 1. I have reviewed this annual report on Form 20-F/A of Korea Thrunet Co., Ltd. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to the guidance of Release No. 33-8238 (June 5, 2003), Release No. 33-8392 (February 2, 2004) and Release No. 33-8545 (March 2, 2005)]; (c) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: November 1, 2005 /s/ Soon-Yub Samuel Kwon - ----------------------------------- Soon-Yub Samuel Kwon Chief Executive Officer EX-12.2 3 h00148exv12w2.txt EX-12.2 SECTION 302 CERTIFICATION OF CFO EXHIBIT 12.2 ------------ CERTIFICATION OF CHIEF FINANCIAL OFFICER OR EQUIVALENT I, YOUNG WHAN CHO, certify that: 1. I have reviewed this annual report on Form 20-F/A of Korea Thrunet Co., Ltd. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Omitted pursuant to the guidance of Release No. 33-8238 (June 5, 2003), Release No. 33-8392 (February 2, 2004) and Release No. 33-8545 (March 2, 2005)]; (c) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: November 1, 2005 /s/ Young Whan Cho - ------------------------------ Young Whan Cho Chief Financial Officer EX-13.1 4 h00148exv13w1.txt EX-13.1 SECTION 906 CERTIFICATION EXHIBIT 13.1 ------------ CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Korea Thrunet Co., Ltd. (the "Company") on Form 20-F/A for the period ending December 31, 2004, as filed with the U.S. Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge: (1) the Report fully complies with the requirements of section 13(a) of the U.S. Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 1, 2005 By: /s/ Soon-Yub Samuel Kwon ------------------------------ Name: Soon-Yub Samuel Kwon Title: CEO Date: November 1, 2005 By: /s/ Young Whan Cho ------------------------------ Name: Young Whan Cho Title: CFO A signed original of this written statement required by Section 906 has been provided to Korea Thrunet Co., Ltd., and will be retained by Korea Thrunet Co., Ltd. and furnished to the Securities and Exchange Commission or its staff upon request. This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 even if the document with which it is submitted to the Securities and Exchange Commission is so incorporated by reference. -----END PRIVACY-ENHANCED MESSAGE-----