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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
August 16, 2006
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-29472
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23-1722724 |
(State or Other
Jurisdiction
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(Commission File Number)
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(IRS Employer |
Incorporation)
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Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85248
(Address of Principal
Executive Offices, including Zip Code)
(480) 821-5000
(Registrants
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans
On August 10, 2006, Amkor Technology, Inc. (the Company) filed a Notification of Late Filing on
Form 12b-25 with the Securities and Exchange Commission (the SEC) indicating that the Company
would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30,
2006 (the Second Quarter 2006 10-Q). In connection with such filing, on August 16, 2006,
pursuant to Regulation BTR, the Company sent notices to its directors and executive officers
notifying them that, in connection with these events, future purchases of the Companys common
stock under the Amkor Technology, Inc. 401(k) Plan (the
401(k) Plan) were suspended, and such directors and
executive officers are prohibited from buying or selling any shares
of the Companys common stock until such suspension is lifted. A copy of this notice is attached hereto as Exhibit 99.1. The
Company also sent notices to participants in the 401(k) Plan and the
Companys stock plans (the Stock Plans) of this suspension on August 16, 2006. The
Company believes that the suspension is necessary because the Company has determined that the
Registration Statements on Form S-8 covering shares of the Companys common stock acquired in
connection with the 401(k) Plan or the Stock Plans should not be available for use until the Second Quarter 2006 10-Q is
filed with the SEC.
The Company determined that it was unable to give notice at least fifteen days in advance of the
suspension to the directors and executive officers due to events in connection with the Companys
ongoing internal review of the Companys historical stock option practices that were unforeseeable
by the Company.
The suspension for directors, executive officers and participants in the Plans began on August 15,
2006 and will end on the day in which the Second Quarter 2006 10-Q is filed and any necessary
restatements of previously filed financial statements are filed with the SEC. It is not currently
known when the Second Quarter 2006 10-Q will be filed.
Inquiries regarding the suspension and the notice pursuant to Regulation BTR should be directed to
Jerry Allison, Vice President and Assistant General Counsel at (480) 821-5000 or Amkor
Technology, Inc., 1900 South Price Road, Chandler, AZ 85248.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
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Description |
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99.1
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Important Notice of Special Trading Restrictions during 401(k) Blackout Period dated August
16, 2006 |
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SIGNATURES
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 hereunto duly authorized.
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Dated: August 16, 2006 |
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Amkor Technology, Inc. |
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By:
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/s/ Kenneth T. Joyce |
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Kenneth T. Joyce |
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Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1
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Important Notice of Special Trading Restrictions during 401(k) Blackout Period dated August
16, 2006 |
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exv99w1
Exhibit 99.1
[Amkor Letterhead]
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To:
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All Directors and Executive Officers of Amkor Technology, Inc. |
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From:
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Jerry Allison |
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Date:
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August 16, 2006 |
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Re:
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Important Notice of Special Trading Restrictions during |
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401(k) Blackout Period |
This notice is to inform you that you will not be able to buy or sell any shares of Amkor
Technology common stock beginning at the close of the market on August 15, 2006 and ending once the
Companys Form 10-Q for the second fiscal quarter of 2006 is filed with the Securities and Exchange
Commission and the blackout period described below is terminated.
We are required to send you this notice because a pension blackout period will be imposed
under the Amkor Technology, Inc. 401(k) Plan (the Plan) beginning at the close of the market on
August 15, 2006 and ending once the Companys Form 10-Q for the second fiscal quarter of 2006 is
filed with the Securities and Exchange Commission (the Blackout Period). Under the
Sarbanes-Oxley Act, members of our Board of Directors and our executive officers are not permitted
buy or sell any shares of Amkor common stock during the Blackout Period. The Sarbanes-Oxley Act
also requires us to send you this notice.
During the Blackout Period, Plan participants will be unable to transfer their Plan account
balances into or out of the Amkor Technology, Inc. Common Stock Fund (the Stock Fund), change
their future contributions directed to the Stock Fund, or request new loans or distributions from
the Stock Fund. The Blackout Period is being imposed in conjunction with issues related to Amkor
review of its historical stock option practices.
Although this trading restriction is subject to certain exceptions, given the complexity of
these rules you should avoid any change in your beneficial ownership of Amkor stock during the
Blackout Period.
You will be notified when the Blackout Period ends. In the meantime, if you have any
questions concerning this notice or the status of the Blackout
Period, please contact me at 480-821-5000 (ext. 5230).