S-8

As filed with the Securities and Exchange Commission on August 14, 2006

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

STATS ChipPAC Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Republic of Singapore
(State or Other Jurisdiction of
Incorporation or Organization) Not Applicable
(IRS Employer
Identification No.)

10 Ang Mo Kio Street 65
#05-17/20 TechPoint
Singapore 569059
(Address of Principal Executive Offices)

STATS ChipPAC Ltd. Restricted Share Plan
STATS ChipPAC Ltd. Performance Share Plan
(Full title of the Plans)

Company Secretary
STATS ChipPAC, Inc.
47400 Kato Road
Fremont, California 94538
(510) 979-8000
(Name, Address, Telephone Number, including Area Code of Agent For Service)

Copies to:

Michael W. Sturrock, Esq.
Latham & Watkins LLP
80 Raffles Place
#14-20 UOB Plaza 2
Singapore 048624
(65) 6536-1161 Tan Tze Gay, Esq.
Allen & Gledhill
One Marina Boulevard #28-00
Singapore 018989
(65) 6890-7188

CALCULATION OF REGISTRATION FEE

			Proposed
		Proposed	Maximum
Title of Securities to be	Amount to be	Maximum Offering	Aggregate Offering	Amount of
Registered	Registered(2)	Price Per Share(5)	Price(5)	Registration Fee
Ordinary Shares (1)	50,000,000(3)	$0.5612	$28,060,000	$3,002.42
	15,000,000(4)	$0.5612	$8,418,000	$900.73
	65,000,000			$3,903.15

(1)	The ordinary shares, no par value, of the Registrant (the “Ordinary Shares”) are traded in the United States in the form of American Depository Shares (“ADSs”). Each ADS represents ten Ordinary Shares and is evidenced by American Depository Receipts, issuable upon deposit of the Ordinary Shares. A separate Registration Statement on Form F-6 (Registration No. 333-116884) has been filed for the registration of the ADSs evidenced by American Depository Receipts, issuable upon deposit of the Ordinary Shares.
(2)	The amount being registered also includes an indeterminate number of Ordinary Shares, which may be offered as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(3)	Represents an aggregate of 50,000,000 Ordinary Shares available for issuance under the STATS ChipPAC Ltd. Restricted Share Plan (the “RSP”).
(4)	Represents an aggregate of 15,000,000 Ordinary Shares available for issuance under the STATS ChipPAC Ltd. Performance Share Plan (the “PSP”).
(5)	The Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price for 65,000,000 Ordinary Shares available for future awards granted under the RSP and the PSP have been estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices on the Singapore Exchange Securities Trading Limited on August 7, 2006 and converted from Singapore dollars to U.S. dollars utilizing the noon buying rate in New York City for cable transfers payable in Singapore dollars as certified for customs purposes by the Federal Reserve Bank of New York on August 7, 2006.

TABLE OF CONTENTS

Part I
	Item 1. Plan Information.*
	Item 2. Registrant Information and Employee Plan Annual Information.*
Part II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
Ex-5.1 Opinion of Allen & Gledhill, counsel to the Registrant, regarding the legality of the Ordinary Shares
Ex-23.1 Consent of PricewaterhouseCoopers, Singapore, independent registered public accounting firm
Ex-23.2 Consent of KPMG, independent registered public accounting firm

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.^*

Item 2. Registrant Information and Employee Plan Annual Information.*

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.
	The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated as of their respective dates in this Registration Statement by reference and made a part hereof:

(a)	Registrant’s Annual Report on Form 20-F for the fiscal year ended December 25, 2005 (File No. 333-75080);
(b)	Report of Foreign Private Issuer on Form 6-K dated May 10, 2006 (File No. 000-29103); and
(c)	Description of the Ordinary Shares set forth under the heading “Description of Share Capital” in Amendment No. 2 of the Registrant’s Registration Statement on Form 8-A (File No. 000-29103), filed on May 9, 2006, which incorporates by reference the information with respect to the ADSs set forth under the heading “Description of American Depositary Receipts” in the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-93661), as amended by any subsequent amendment or report filed for the purpose of amending the descriptions of the Ordinary Shares and ADSs.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement, indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4.	Description of Securities.
	Not applicable.

^* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the “Note” to Part I of Form S-8.

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Item 5.	Interests of Named Experts and Counsel.
	None.

Item 6.

Indemnification of Directors and Officers.

The Registrant’s Articles of Association provide that, subject to the Companies Act, Chapter 50 of Singapore, all of the Registrant’s directors, secretaries and other officers shall be entitled to be indemnified by the Registrant against all costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto, including any liabilities incurred by them in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by them as an officer or employee of the Registrant. The Registrant’s Articles of Association further provide that none of the Registrant’s directors, secretaries or other officers shall be liable:

• for the acts, receipts, neglects or defaults of any other director or officer; or

• for joining in any receipt or other act for conformity; or

• for any loss or expense happening to the Registrant through the insufficiency or deficiency of title to any property acquired by order of the Registrant’s directors for or on behalf of the Registrant; or

• for the insufficiency or deficiency of any security in or upon which any of the moneys of the Registrant shall be invested; or

• for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left; or

• for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own negligence, willful default, breach of duty or breach of trust.

The indemnification provisions in the Registrant’s Articles of Association provide for indemnification of the Registrant’s officers and directors to the maximum extent permitted under the Companies Act, Chapter 50 of Singapore.

The Registrant maintains directors and officers insurance providing indemnification for certain of the Registrant’s directors, officers, affiliates or employees for certain liabilities.

Item 7.	Exemption from Registration Claimed.
	Not applicable.

Item 8.	Exhibits.
	See attached Exhibit Index.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment

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	thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	To file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

(b)

The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report filed on Form 20-F pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 14^th day of August, 2006.

STATS CHIPPAC LTD.
By:	/s/ Tan Lay Koon
	Name:	Tan Lay Koon
	Title:	President and Chief Executive Officer
By:	/s/ Michael G. Potter
	Name:	Michael G. Potter
	Title:	Chief Financial Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, and Michael G. Potter, Chief Financial Officer, as such person’s true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and supplements) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to

Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto

and all documents in connection therewith, with the Commission, does hereby grant unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

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     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 14^th day of August, 2006.

Name and Signature	Title
/s/ Charles R. Wofford Charles R. Wofford	Chairman of the Board of Directors
/s/ Lim Ming Seong Lim Ming Seong	Deputy Chairman of the Board of Directors
/s/ Tan Lay Koon Tan Lay Koon	Director, President and Chief Executive Officer (principal executive officer)
/s/ Peter Seah Lim Huat Peter Seah Lim Huat	Director
/s/ Steven H. Hamblin Steven H. Hamblin	Director
/s/ Richard J. Agnich Richard J. Agnich	Director
/s/ Robert W. Conn Robert W. Conn	Director
/s/ R. Douglas Norby R. Douglas Norby	Director

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Name and Signature	Title
/s/ Park Chong Sup Park Chong Sup	Director
/s/ Michael G. Potter Michael G. Potter	Chief Financial Officer (principal financial and accounting officer)

By:	/s/ Drew Davies	Authorized Representative in the United States
	Drew Davies Secretary, STATS ChipPAC, Inc.

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EXHIBIT INDEX

Exhibit No.
4.1	Memorandum of Association of STATS ChipPAC Ltd. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form F-4 (File No. 333-114232) of STATS ChipPAC Ltd., as filed with the Commission on April 6, 2004)
4.2	Amended Articles of Association of the Registrant (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Registration Statement on Form 8-A (File No. 000-29103) of STATS ChipPAC Ltd., as filed with the Commission on May 9, 2006)
5.1*	Opinion of Allen & Gledhill, counsel to the Registrant, regarding the legality of the Ordinary Shares
23.1*	Consent of PricewaterhouseCoopers, Singapore, independent registered public accounting firm
23.2*	Consent of KPMG, independent registered public accounting firm
23.3*	Consent of Allen & Gledhill (included in opinion filed as Exhibit 5.1)
24.1*	Powers of Attorney (included on signature pages)
99.1	STATS ChipPAC Ltd. Restricted Share Plan (incorporated by reference to Appendix 2 to the Registrant’s Proxy Statement which was filed as an exhibit to the Registrant’s Current Report on Form 6-K (File No. 333-75080), as submitted with the Commission on March 30, 2006)
99.2	STATS ChipPAC Ltd. Performance Share Plan (incorporated by reference to Appendix 3 to the Registrant’s Proxy Statement which was filed as an exhibit to the Registrant’s Current Report on Form 6-K (File No. 333-75080), as submitted with the Commission on March 30, 2006)

* Filed herewith.

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EX-5.1

Exhibit 5.1

7 August 2006

STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Tech Point
Singapore 569059

Dear Sirs,

1.

We have acted as Singapore legal advisers to STATS ChipPAC Ltd. (the “Company”), a company organised under the laws of Singapore, in connection with a registration statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (“SEC”) in the United States on 7 August 2006 (the “Registration Statement”), for the registration under the United States Securities Act of 1933, as amended, of up to (a) 50 million ordinary shares in the capital of the Company (the “RSP Shares”), directly or in the form of American Depository Shares, issuable or transferable pursuant to the STATS ChipPAC Ltd. Restricted Share Plan (the “RSP”) and (b) 15 million ordinary shares in the capital of the Company (the “Performance Shares”), directly or in the form of American Depository Shares, issuable or transferable pursuant to the STATS ChipPAC Ltd. Performance Share Plan (the “PSP”, together with the RSP, the “STATS ChipPAC Plans”).

2.

We have examined the following documents:

(a)	a copy of each of the STATS ChipPAC Plans;
(b)	a draft of the Registration Statement;
(c)	copies of the Memorandum of Association (the “Memorandum”) and the amended Articles of Association of the Company, as filed with the SEC on 9 May 2006 (the “Articles of Association”), the Certificate of Incorporation of the Company, the Certificate of Incorporation on Conversion to a public company of the Company;
(d)	copies of a certified true extract of the resolutions in writing of the Board of Directors of the Company (the “Board Resolutions”) passed on 16 March 2006 and a certified true extract of the minutes of the annual general meeting of the Company held on 25 April 2006 (the “Shareholders’ Resolutions”), inter alia, authorising the granting of the Restricted Stock Units (“RSUs”) in accordance with the provisions of the RSP, the granting of the Performance Shares in accordance with the provisions of the PSP and the allotment and issue from time to time of such number of fully paid-up ordinary shares in the capital of the Company as may be required to be allotted and issued pursuant to the vesting of the RSUs under the RSP and pursuant to the terms of the PSP; and

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(e) such records of the corporate proceedings of the Company as we have deemed relevant and such other certificates, records and documents as we deemed necessary for the purposes of this opinion.

3. We have assumed:

(a)	the genuineness of all signatures, seals and chops (if any) on all documents and the completeness, and the conformity to original documents, of all copies submitted to us;
(b)	that copies of the Memorandum and Articles of Association, the Certificate of Incorporation of the Company and the Certificate of Incorporation on Conversion to a public company of the Company submitted to us for examination are true, complete and up-to-date copies;
(c)	the conformity to the original documents of all documents produced to us as copies and the authenticity of the original documents, which or copies of which have been submitted to us;
(d)	that copies of the Board Resolutions and the Shareholders’ Resolutions submitted to us for examination are true, complete and up to date copies; and
(e)	that the Board Resolutions and the Shareholders’ Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions or the Shareholders’ Resolutions.

4. Based upon and subject to the foregoing, and assuming that there shall be subsisting a valid authority given pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore in respect of the issue of Shares from time to time, we are of the opinion that:

(a)	the RSP Shares will be duly authorised and, when and to the extent RSUs are granted pursuant to the RSP and vested in accordance with the terms of the RSP and upon receipt of the approval of the Board of Directors of the Company or a committee thereof for the allotment and issue of the RSP Shares pursuant to the vesting of the RSUs under the RSP and, upon the issue of the share certificates representing the RSP Shares in accordance with the Articles of Association, the RSP Shares will be validly issued, fully-paid and non-assessable.
(b)	the Performance Shares will be duly authorised and, when and to the extent Performance Shares are granted pursuant to the PSP and issued or transferred in accordance with the terms of the PSP and upon the receipt of the approval of the Board of Directors of the Company or a committee thereof for the allotment and issue of the Performance Shares pursuant to the PSP and, upon the issue of the share certificates representing the Performance Shares in accordance with the Articles of Association, the Performance Shares will be validly issued, fully paid and non-assessable.
(c)	For the purposes of this opinion we have assumed that the term “non-assessable” in relation to the RSP Shares and the Performance Shares (collectively, the “Shares”) to be issued means under Singapore law that holders of such Shares, having fully paid up all

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amounts due on such Shares, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of the Shares.

5. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

Yours faithfully,

/s/ Allen & Gledhill
Allen & Gledhill

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2006 relating to the financial statements, which is included in STATS ChipPAC Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2005.

/s/PricewaterhouseCoopers
PricewaterhouseCoopers
Singapore
August 7, 2006

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
STATS ChipPAC Ltd.:

We consent to the incorporation by reference herein of our report dated February 6, 2004, with respect to the consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for ST Assembly Test Services Ltd and subsidiaries for the year ended December 31, 2003, which report appears in the 2005 annual report on Form 20-F of STATS ChipPAC Ltd.

/s/KPMG
Singapore
August 7, 2006