-----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, UyuFMf8W4cNSyg/N25MXDq1QisRs1ozSMbyZuqxmcShr9NPQlwRCVCxcriKOxk/j aMtscGkLFHKMqdVZXlT7Gw== 0000950168-02-002764.txt : 20020923 0000950168-02-002764.hdr.sgml : 20020923 20020923110929 ACCESSION NUMBER: 0000950168-02-002764 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-75080 FILM NUMBER: 02769645 BUSINESS ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 BUSINESS PHONE: 657555885 MAIL ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 20-F/A 1 d20fa.txt FORM 20-F/A 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 or [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 333-93661 ST ASSEMBLY TEST SERVICES LTD (Exact Name of Registrant as Specified in Its Charter)
Republic of Singapore 5 Yishun Street 23, Singapore 768442 (Jurisdiction of Incorporation or Organization) (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: Ordinary Shares, par value S$0.25 per share, including Ordinary Shares represented by American Depositary Shares (Title of Class) 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. 989,683,485 Ordinary Shares (par value S$0.25 per Ordinary Share) of Registrant outstanding as of December 31, 2001. 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 elected to follow. Item 17 [ ] Item 18 [X] Table of Contents Page Explanatory Note ........................................................ 1 Item 7. Major Shareholders and Related Party Transactions .............. 2 Item 19. Exhibits ....................................................... 4 Signatures .............................................................. 6 Exhibit 4.9 ............................................................. 6 Explanatory Note This Form 20-F/A for the fiscal year ended December 31, 2001 is being filed solely to amend Item 7.B. to include the description of a consulting arrangement between the company and Tan Bock Seng and Item 19 to include and file that appointment as Exhibit 4.9 in the list of exhibits filed. The information was inadvertently omitted in the previously filed Form 20-F. Effective August 1, 2002, the above-mentioned arrangement was terminated by Tan Bock Seng in accordance with the terms of the appointment. His termination notice, including a confirmation that he has no further claims against the company in respect of compensation, was accepted by our company. During the course of the appointment, Tan Bock Seng received a total of S$465,423 (approximately $261,000 based on the September 20, 2002 noon buying rate in the City of New York for cable transfers in Singapore dollars as certified for customs purposes by the Federal Reserve Bank of New York of US$1.00 = S$1.78) from us as compensation for his services. In recognition of his services, our controlling shareholder, Singapore Technologies Pte Ltd, made a payment of S$1.8 million (approximately $1.0 million based on the above-mentioned September 20, 2002 exchange rate) to Tan Bock Seng in August 2002. This amount will be charged to our income statement as compensation expense and added to our shareholders' equity as "Additional Paid-in Capital" as it does not involve any cash outlay by us. We have no further changes to the previously filed Form 20-F. All information in this Form 20-F/A is as of February 28, 2002, and does not reflect, unless otherwise noted, any subsequent information or events other than the change mentioned above. 1 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders As of January 31, 2002, Singapore Technologies Pte Ltd beneficially owns approximately 71.9% of our ordinary shares. As of January 31, 2002, Temasek Holdings (Private) Limited directly owns 78.6% of Singapore Technologies Pte Ltd. The remaining 21.4% is owned by Singapore Technologies Holdings Pte Ltd, which is in turn 100% owned by Temasek Holdings (Private) Limited, the principal holding company through which the corporate investments of the Government of Singapore are held. As a result, Singapore Technologies Pte Ltd is able to exercise direct or indirect control over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Matters that typically require shareholder approval include, among other things: o the election of directors; o our merger or consolidation with any other entity; o any sale of all or substantially all of our assets; and o the timing and payment of dividends. The following table sets forth certain information regarding the ownership of our ordinary shares as of January 31, 2002 by each person who is known by us to own beneficially more than 5% of our outstanding ordinary shares. Beneficial ownership is determined in accordance with rules of the U.S. Securities and Exchange Commission and includes shares over which the indicated beneficial owner exercises voting and/or investment power or receives the economic benefit of ownership of such securities. Ordinary shares subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person.
Number of Shares Percentage(2) Name of Beneficial Owner Beneficially Owned Beneficially Owned - ------------------------------------------------------------------------------------------------------------------- Singapore Technologies Pte Ltd(1) 511,532,398 51.64 % Singapore Technologies Semiconductors Pte Ltd(1) 200,695,652 20.26 %
(1) Temasek Holdings (Private) Limited, the principal holding company through which the corporate investments of the Government of Singapore are held, owns 78.6% of Singapore Technologies Pte Ltd, and owns 100% of Singapore Technologies Holdings Pte Ltd, which owns the remaining 21.4% of Singapore Technologies Pte Ltd which, in turn, owns 100% of Singapore Technologies Semiconductors Pte Ltd. Temasek Holdings (Private) Limited may therefore be deemed to beneficially own the shares directly owned by Singapore Technologies Pte Ltd and Singapore Technologies Semiconductors Pte Ltd. (2) Based on an aggregate 990,607,105 ordinary shares outstanding as of January 31, 2002. All our ordinary shares have identical rights in all respects and rank equally with one another. 2 Our ordinary shares have been traded on the Singapore Exchange Securities Trading Limited or SGX-ST since January 31, 2000 and our ADSs have been traded on the Nasdaq National Market or Nasdaq since January 28, 2000. As of January 31, 2002, 117,000 of our ordinary shares, representing 0.01% of our outstanding shares, were held by a total of 27 holders of record with addresses in the United States. As of the same date 725,495 of our ADSs (representing 7,254,950 ordinary shares), representing 0.73% of our outstanding shares, were held by a total of 5 registered holders of record with addresses in the United States. Because many of our ordinary shares and ADRs were held by brokers and other institutions on behalf of shareholders in street name, we believe that the number of beneficial holders of our ordinary shares and ADRs is substantially higher. On January 31, 2002, the closing price of our ordinary shares on the SGX-ST was S$2.41 per ordinary share and the closing price of our ADSs on Nasdaq was $13.00 per ADS. B. Related Party Transactions We engage in transactions with companies in the Singapore Technologies Group in the normal course of business. Such transactions are generally entered into on normal commercial terms. We entered into a turnkey contract with Chartered Semiconductor for its wafer, sort assembly and test services in March 2000. This agreement governs the conduct of business between the parties, relating, among other things, to the sort, assembly and test services which were previously governed solely by purchase orders executed by Chartered Semiconductor. The agreement does not contain any firm commitment for Chartered Semiconductor to purchase or for us to supply services covered thereunder. The agreement is for a period of three years and will be automatically renewed thereafter unless certain events occur. In October 2001, we gave a guarantee on behalf of our subsidiary, STATS, Inc., for the lease by STATS Inc. of its office in California in the United States. The guarantee covers the full performance of each term, covenant and condition of the lease, including payment of all rent and other sums required to be paid under the lease. We lease the land on which our Singapore facility is situated pursuant to a long-term operating lease from the Housing and Development Board, a statutory board of the Government of Singapore. The lease is for a 30-year period commencing March 1, 1996, and is renewable for a further 30 years subject to the fulfillment of certain conditions. The rent is S$110,745 ($60,490) per month subject to revision to market rate in March of each year, with the increase capped at 4% per annum. In the year ended December 31, 2001, we paid a management fee of $1.1 million to Singapore Technologies Pte Ltd for various management and corporate services provided pursuant to the Singapore Technologies Management and Support Services Agreement entered into on December 1999. Prior to this agreement, these services were subject to a management fee computed based on certain percentages of capital employed, sales, manpower and payroll. We believe that our arrangement with Singapore Technologies Pte Ltd approximates the cost of providing these services. Effective January 8, 2002, we appointed Tan Bock Seng as advisor to our Board of Directors. Under the terms of the appointment, we agreed to pay him a monthly fee of S$60,000 (approximately $32,000), which we believe to be a commercially reasonable amount, and to continue to extend to him certain benefits that were extended to him as our Chief Executive Officer at the time of his retirement on January 8, 2002. The appointment is for a period of one year subject to renewal on an annual basis and may be terminated by either party by giving one month's notice. In the event we terminate the appointment within two years from January 3 8, 2002 or if we do not renew the appointment during that period, we will pay him a fixed sum of S$1.5 million (approximately $811,000). In addition, in the event the company successfully completes a major acquisition or investment during the term of his service, Mr. Tan will be entitled to S$500,000 (approximately $270,000) for the first successful transaction and S$250,000 (approximately $135,000) for the second successful transaction, as well as a bonus amounting to a 1% share of a formula-based attributable economic value added amount in the event the transaction contributes positively to our economic value added results. From time to time, we deposit excess funds with ST Treasury Services Ltd, a wholly-owned subsidiary of Singapore Technologies. Our insurance coverage is held under various insurance policies which are negotiated and maintained by Singapore Technologies but billed directly to us. This enables us to benefit from the group rates negotiated by Singapore Technologies. Generally, all new material related party transactions among us and our officers, directors, principal shareholders and their affiliates require approval by the Audit Committee of our Board of Directors. In addition, more significant related party transactions must be separately approved by a majority of the Board of Directors. C. Interest of Experts and Counsel Not applicable ITEM 19. EXHIBITS The following exhibits are filed as part of this Annual Report. 1.1 Memorandum and Articles of Association of ST Assembly Test Services Ltd. 2.1 Form of specimen certificate representing ST Assembly Test Services Ltd's ordinary shares - incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on January 3, 2000. 2.2 Deposit Agreement among ST Assembly Test Services Ltd, Citibank, N.A., as depositary, and the holders from time to time of ADRs issued thereunder (including the form of ADR) - incorporated by reference to Exhibit 2.2 of Form 20-F of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on March 30, 2001. 4.1 ST Group Management & Support Services Agreement dated December 27, 1999 by and between Singapore Technologies Pte Ltd and ST Assembly Test Services Ltd -- incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on January 3, 2000. 4.2 Loan Agreement dated June 5, 1998 by and between the Economic Development Board and ST Assembly Test Services Ltd -- incorporated by reference to Exhibit 10.2 of Amendment No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on January 3, 2000. 4.4 Lease Agreement dated November 18, 1996 by and between the Housing and Development Board and ST Assembly Test Services Ltd -- incorporated by reference to Exhibit 10.4 of Amendment No. 4 1 to Form F-1 of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on January 3, 2000. 4.5 Immunity Agreement dated October 18, 1996 by and between Motorola Inc. and ST Assembly Test Services Ltd -- incorporated by reference to Exhibit 10.5 of Amendment No. 1 to Form F-1 of ST Assembly Test Services Ltd filed with the Securities and Exchange Commission on January 3, 2000. 4.6 Programme Agreement dated January 10, 2002 by and between Citicorp Investment Bank (Singapore) Limited and ST Assembly Test Services Ltd establishing a S$500,000,000 Multicurrency Medium Term Note Program. 4.7 Trust Deed dated January 10, 2002 by and between British and Malayan Trustees Limited and ST Assembly Test Services Ltd establishing a S$500,000,000 Multicurrency Medium Term Note Program. 4.8 Agency Agreement dated January 10, 2002 by and between British and Malayan Trustees Limited, Citicorp Investment Bank (Singapore) Limited and ST Assembly Test Services Ltd establishing a S$500,000,000 Multicurrency Medium Term Note Program. 4.9 Letter of Appointment dated January 7, 2002 by and between Tan Bock Seng and ST Assembly Test Services Ltd appointing Tan Bock Seng as advisor to the Board of Directors of ST Assembly Test Services Ltd. 8.1 List of subsidiaries. 5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. ST ASSEMBLY TEST SERVICES LTD By /s/ Tan Lay Koon Tan Lay Koon President and Chief Executive Officer September 23, 2002 CERTIFICATIONS I, Tan Lay Koon, certify that: 1. I have reviewed this annual report on Form 20-F/A Amendment No. 1 of ST Assembly Test Services Ltd; 2. Based on my knowledge, this annual 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 annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 23, 2002 /s/ Tan Lay Koon Tan Lay Koon President and Chief Executive Officer I, Pearlyne Wang, certify that: 1. I have reviewed this annual report on Form 20-F/A Amendment No. 1 of ST Assembly Test Services Ltd; 2. Based on my knowledge, this annual 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 annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 23, 2002 /s/ Pearlyne Wang Pearlyne Wang Acting Chief Financial Officer 6 EX-4.9 3 dex49.txt LETTER OF APPOINTMENT Exhibit 4.9 [COMPANY LOGO] ST Assembly Test Services Ltd 5 Yishun Street 23 Singapore 768442 Tel: 7555885 Fax: 7559006 PRIVATE & CONFIDENTIAL ER/pfile 7 Jan 2002 Tan Bock Seng 6 Brighton Avenue Singapore 559236 Dear Bock Seng, LETTER OF APPOINTMENT 1. I am pleased to confirm your appointment as Advisor to the STATS Board with effect from 8 Jan 2002. 2. This appointment as Advisor to the STATS Board will be on a yearly contractual renewal basis. This contractual agreement may be terminated by either party by giving one month's notice. 3. You will receive a monthly retainer fee of S$60,000. Your service benefits which you enjoyed as CEO STATS will remain unchanged during your tenure. 4. In the event that the company terminates your service within 2 years from the date of appointment, or does not renew your service beyond 2 years from your appointment date, the company will pay you a service gratuity of S$1.5 million. This service gratuity will not be payable if your service is terminated for cause as defined in Annex A or if you resign on your own accord. If you are terminated for cause as defined in Annex A, any outstanding STATS options which you were allowed to retain on retirement as CEO STATS, would also lapse from the date of termination. 5. In addition, you are also eligible for success fees. The expectation is for 2 deals (eg. major acquisition or investment) to be completed during your service. A fee of S$500,000 would be paid on successful completion of the first deal and S$250,000 would be payable for the second successful deal. Where the deal contributes positively to the EVA of STATS, a bonus of 1% share of the attributable EVA improvement would be awarded. This sharing will be spread over a 5 year period and the payouts will be in accordance with the EVA-based incentives policy. Thank you and I look forward to your continued contributions to STATS. /s/ Ho Ching Ho Ching Chairman ERCC Copy to : Cheo Hock Kuan Secretary ERCC -----END PRIVACY-ENHANCED MESSAGE-----